BlackRock Capital Appreciation Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06669

Name of Fund:

BlackRock Capital Appreciation Fund, Inc.

Fund Address:

100 Bellevue Parkway, Wilmington, DE 19809

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

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

Date of fiscal year end: 05/31/2021

Date of reporting period: 05/31/2021

Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.


		MAY 31, 2021

2021 Annual Report

BlackRock Capital Appreciation Fund, Inc.

BlackRock Funds^SM

🌑

BlackRock Health Sciences Opportunities Portfolio

🌑

BlackRock Mid-Cap Growth Equity Portfolio

🌑

BlackRock Technology Opportunities Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The 12-month reporting period as of May 31, 2021 was a remarkable period of adaptation and recovery, as the global economy dealt with the implications of the coronavirus (or “COVID-19”) pandemic. The United States, along with most of the world, began the reporting period in a severe recession, prompted by pandemic-related restrictions that disrupted many aspects of daily life. However, easing restrictions and robust government intervention led to a strong rebound, and the economy grew at a significant pace for most of the reporting period, recovering much of the output lost at the beginning of the pandemic.

Equity prices rose with the broader economy, as investors became increasingly optimistic about the economic outlook. Stocks rose through the summer of 2020, fed by strong fiscal and monetary support and positive economic indicators. The implementation of mass vaccination campaigns and passage of an additional $1.9 trillion of fiscal stimulus further boosted stocks, and many equity indices neared or surpassed all-time highs late in the reporting period. In the United States, both large- and small-capitalization stocks posted a significant advance. International equities also gained, as both developed countries and emerging markets rebounded substantially.

The 10-year U.S. Treasury yield (which is inversely related to bond prices) had fallen sharply prior to the beginning of the reporting period, which meant bonds were priced for extreme risk avoidance and economic disruption. Despite expectations of doom and gloom, the economy expanded rapidly, stoking inflation concerns late in the reporting period, which led to higher yields and a negative overall return for most U.S. Treasuries. In the corporate bond market, support from the U.S. Federal Reserve (the “Fed”) assuaged credit concerns and led to substantial returns for high-yield corporate bonds, although investment-grade corporates declined slightly.

The Fed remained committed to accommodative monetary policy by maintaining near zero interest rates and by announcing that inflation could exceed its 2% target for a sustained period without triggering a rate increase. To stabilize credit markets, the Fed also continued purchasing significant quantities of bonds, as did other influential central banks around the world, including the European Central Bank and the Bank of Japan.

Looking ahead, while coronavirus-related disruptions have clearly hindered worldwide economic growth, we believe that the global expansion will continue to accelerate as vaccination efforts ramp up and pent-up consumer demand leads to higher spending. While we expect inflation to increase somewhat as the expansion continues, we believe the recent uptick owes more to temporary supply disruptions than a lasting change in fundamentals. The change in Fed policy also means that moderate inflation is less likely to be followed by interest rate hikes that could threaten the economic expansion.

Overall, we favor a positive stance toward risk, with an overweight in equities. We see U.S. and Asian equities outside of Japan benefiting from structural growth trends in technology, while emerging markets should be particularly helped by a vaccine-led economic expansion and more stable U.S. trade policy. While we are underweight long-term on credit, global high-yield and Asian bonds present attractive opportunities, as do emerging market bonds denominated in local currencies. We believe that international diversification and a focus on sustainability can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments.

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

Sincerely,

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC


Total Returns as of May 31, 2021

	6-Month		12-Month

U.S. large cap equities (S&P 500^® Index)		16.95%		40.32%

U.S. small cap equities (Russell 2000^® Index)		25.28		64.56

International equities (MSCI Europe, Australasia, Far East Index)		15.19		38.41

Emerging market equities (MSCI Emerging Markets Index)		15.15		51.00

3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)		0.04		0.11

U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)		(6.07)		(7.30)

U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)		(2.16)		(0.40)

Tax-exempt municipal bonds (S&P Municipal Bond Index)		1.54		4.70

U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		4.18		14.90

Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.


2		THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents


	Page


The Markets in Review		2

Annual Report:

Fund Summary		4

About Fund Performance		16

Disclosure of Expenses		16

Derivative Financial Instruments		17

Financial Statements:

Schedules of Investments		18

Statements of Assets and Liabilities		33

Statements of Operations		35

Statements of Changes in Net Assets		37

Financial Highlights		39

Notes to Financial Statements		62

Report of Independent Registered Public Accounting Firm		79

Important Tax Information		80

Disclosure of Investment Advisory Agreements		81

Director and Officer Information		85

Additional Information		89

Glossary of Terms Used in this Report		91

LOGO


		3


Fund Summary as of May 31, 2021		BlackRock Capital Appreciation Fund, Inc.

Investment Objective

BlackRock Capital Appreciation Fund, Inc.’s (the “Fund”) investment objective is to seek long-term growth of capital.

On April 7, 2021, the Board of Directors of the Fund approved a change in the fiscal year-end of the Fund, effective as of May 31, 2021, from September 30 to May 31.

Portfolio Management Commentary

How did the Fund perform?

For the abbreviated annual reporting period from October 1, 2020 to May 31, 2021, the Fund’s Institutional, Investor A and Class K Shares returned 18.72%, 18.51% and 18.78%, respectively, outperforming its benchmark, the Russell 1000^® Growth Index, which returned 18.43%. The Fund’s Investor C and Class R Shares returned 17.89% and 18.26%, respectively, underperforming the benchmark. For the same period, all of the Fund’s share classes underperformed the broad-market S&P 500^® Index, which returned 26.30%. The following discussion of relative performance pertains to the Russell 1000^® Growth Index.

What factors influenced performance?

The largest contributors to the Fund’s relative performance over the period were stock selection in the communication services and materials sectors, along with positioning in consumer staples. In communication services, an overweight to interactive media & services drove relative performance, most notably an out-of-benchmark position in Snap, Inc. Selection in the chemicals sub-sector within materials proved advantageous as well, highlighted by an out-of-benchmark position in International Flavors & Fragrances, Inc. Lastly, avoiding more defensive sub-sectors such as household products within consumer staples contributed to performance.

The largest detractors from relative performance were stock selection in the consumer discretionary, information technology (“IT”) and real estate sectors. Within consumer discretionary, a lack of exposure to Tesla, Inc. within automobiles detracted the most from results. Within IT, an overweight to IT services, specifically an overweight position in Visa, Inc., weighed on relative performance. Finally, in real estate, an overweight position in SBA Communications Corp. detracted from relative performance.

Describe recent portfolio activity.

During the period, exposure to IT increased with an allocation to the semiconductors & semiconductor equipment industry. Exposure to the communication services sector increased as well. Conversely, exposure to health care decreased the most as the allocation to biotechnology was trimmed. Exposure to the consumer discretionary sector decreased as well.

Describe portfolio positioning at period end.

As of period end, the Fund’s largest overweight position relative to the Russell 1000^® Growth Index was in the consumer discretionary sector, followed by financials and materials. Conversely, the consumer staples sector was the largest underweight, followed by health care and real estate.

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


4		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021 (continued)		BlackRock Capital Appreciation Fund, Inc.

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LOGO

^(a)

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

^(b)

The Fund invests primarily in a diversified portfolio consisting primarily of common stock of U.S. companies that Fund management believes have exhibited above-average growth rates in earnings over the long term.

^(c)

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

^(d)

An unmanaged index that covers 500 leading companies and captures approximately 80% coverage of available market capitalization.

Performance Summary for the Period Ended May 31, 2021


				Average Annual Total Returns^(a)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge

Institutional		10.64	%		37.23	%		N/A			22.47	%		N/A			15.31	%		N/A
Investor A		10.49			36.87			29.68	%		22.14			20.83	%		15.00			14.38	%
Investor C		10.08			35.81			34.81			21.17			21.17			14.26			14.26
Class K		10.67			37.33			N/A			22.60			N/A			15.44			N/A
Class R		10.31			36.46			N/A			21.80			N/A			14.68			N/A
Russell 1000^® Growth Index		11.21			39.92			N/A			22.07			N/A			16.98			N/A
S&P 500^® Index		16.95			40.32			N/A			17.16			N/A			14.38			N/A

^(a)

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

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

Past performance is not an indication of future results.

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

Expense Example


	Actual					Hypothetical^(a)
		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)		Expenses Paid During the Period	^(b)	Annualized Expense Ratio

Institutional		$ 1,000.00	$ 1,106.40	$ 3.74			$ 1,000.00	$ 1,021.38		$ 3.59		0.71	%
Investor A		1,000.00	1,104.90	5.06			1,000.00	1,020.12		4.86		0.97
Investor C		1,000.00	1,100.80	9.25			1,000.00	1,016.13	��	8.88		1.77
Class K		1,000.00	1,106.70	3.32			1,000.00	1,021.78		3.18		0.63
Class R		1,000.00	1,103.10	6.87			1,000.00	1,018.40		6.59		1.31

^(a)

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

^(b)

For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period shown).

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


FUND SUMMARY		5


Fund Summary as of May 31, 2021 (continued)		BlackRock Capital Appreciation Fund, Inc.

Portfolio Information


TEN LARGEST HOLDINGS

Security^(a)	Percent of Net Assets

Amazon.com, Inc.		9	%
Microsoft Corp.		8
Alphabet, Inc., Class A		5
Visa, Inc., Class A		4
Mastercard, Inc., Class A		4
Facebook, Inc., Class A		4
ASML Holding NV, Registered Shares		3
Apple Inc.		3
S&P Global, Inc.		3
Intuit, Inc.		3


SECTOR ALLOCATION

Sector^(b)	Percent of Net Assets

Information Technology		42	%
Consumer Discretionary		18
Communication Services		17
Health Care		10
Industrials		6
Financials		4
Materials		3

^(a)	Excludes short-term investments.

^(b)

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


6		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021		BlackRock Health Sciences Opportunities Portfolio

Investment Objective

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

On April 7, 2021, the Board of Trustees of BlackRock Funds^SM approved a change in the fiscal year-end of the Fund, effective as of May 31, 2021, from September 30 to May 31.

Portfolio Management Commentary

How did the Fund perform?

For the abbreviated annual reporting period from October 1, 2020 to May 31, 2021, the Fund’s Institutional, Service, Investor A, Investor C, Class K and Class R Shares returned 13.37%, 13.15%, 13.18%, 12.61%, 13.45% and 12.91%, underperforming its benchmark, the Russell 3000^® Health Care Index, which returned 17.61%.

What factors influenced performance?

The Fund’s underperformance was largely driven by stock selection, particularly in the biotechnology and health care providers & services sub-sectors. However, the Fund’s sector allocation contributed to returns, led by the Fund’s overweight in the health care providers & services space.

Among individual positions, an overweight in Seagen, Inc. was the largest detractor from relative performance. The company reported positive clinical developments that led to strong price appreciation in 2020, but the stock suffered selling pressure during the rotation from the growth style to value in 2021.The lack of a position in the biotechnology stock Moderna, Inc. was also a noteworthy detractor. The company received emergency use approval for its COVID-19 vaccine in the United States, United Kingdom and Europe, boosting its stock price. An underweight in the biotechnology company AbbVie, Inc., which announced better-than-expected earnings and a positive outlook for 2021, was another key detractor from relative performance.

An underweight in Merck & Co., Inc.—which suspended its COVID-19 vaccine development—was the largest contributor. The Fund also benefited from its out-of-benchmark position in Wuxi Biologics, Inc., a China-based provider of laboratory and manufacturing services for pharmaceutical and biotechnology companies. The company experienced rising demand stemming from the production of COVID-19 vaccines and treatments. An out-of-benchmark position in the contract research and development company WuXi AppTec Co. Ltd. was another top contributor for the period, as the firm saw increased demand for its services.

Describe recent portfolio activity.

The Fund increased its weighting in the health care providers and services sub-sector, while it reduced its allocations to biotechnology and medical devices & supplies. The Fund’s weighting in the pharmaceuticals industry remained the same.

Describe portfolio positioning at period end.

Relative to the benchmark, the Fund was overweight in health care providers & services and medical devices & supplies, while it was underweight in pharmaceuticals and had a neutral weighting in biotechnology.

Two key themes continue to have a heavy representation in the portfolio: innovation and value-based healthcare. Innovation in medical technology and biotechnology remains a secular growth driver for the sector as companies develop new therapies or products that are either meeting an unmet medical need or improving current treatments. In value-based healthcare, the Fund was overweight in the health care providers & services sub-sector, primarily the managed care industry. The investment adviser identified a number of companies in this area that it believed are well positioned to leverage their scale and analytical capabilities to reduce healthcare costs.


FUND SUMMARY		7


Fund Summary as of May 31, 2021 (continued)		BlackRock Health Sciences Opportunities Portfolio

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LOGO

^(a)

^(b)

Under normal market conditions, the Fund invests at least 80% of its total assets in equity securities, primarily common stock, of companies in health sciences and related industries.

^(c)

An unmanaged index that features companies involved in medical services or health care in the Russell 3000^® Index, which includes the largest 3,000 U.S. companies as determined by total market capitalization.

Performance Summary for the Period Ended May 31, 2021


				Average Annual Total Returns^(a)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		10.34	%		19.32	%		N/A			15.80	%		N/A			16.57	%		N/A
Service		10.16			18.96			N/A			15.46			N/A			16.23			N/A
Investor A		10.20			19.01			12.76	%		15.48			14.24	%		16.24			15.62	%
Investor C		9.79			18.12			17.12			14.64			14.64			15.57			15.57
Class K		10.38			19.43			N/A			15.91			N/A			16.46			N/A
Class R		10.00			18.58			N/A			15.10			N/A			15.87			N/A
Russell 3000^® Health Care Index		11.51			23.24			N/A			14.84			N/A			15.71			N/A

^(a)

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

Past performance is not an indication of future results.

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

Expense Example


	Actual					Hypothetical^(a)
		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)	Annualized Expense Ratio

Institutional		$ 1,000.00	$ 1,103.40	$ 4.40			$ 1,000.00	$ 1,020.75	$ 4.22		0.84	%
Service		1,000.00	1,101.60	6.00			1,000.00	1,019.22	5.77		1.15
Investor A		1,000.00	1,102.00	5.76			1,000.00	1,019.45	5.53		1.10
Investor C		1,000.00	1,097.90	9.61			1,000.00	1,015.77	9.23		1.84
Class K		1,000.00	1,103.80	3.89			1,000.00	1,021.23	3.74		0.74
Class R		1,000.00	1,100.00	7.58			1,000.00	1,017.71	7.28		1.45

^(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)

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


8		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021 (continued)		BlackRock Health Sciences Opportunities Portfolio

Portfolio Information


TEN LARGEST HOLDINGS

Security^(a)	Percent of Net Assets

UnitedHealth Group, Inc.		7	%
Abbott Laboratories		5
Johnson & Johnson		4
Medtronic PLC		4
Pfizer, Inc.		3
Eli Lilly & Co.		3
Thermo Fisher Scientific, Inc.		3
Humana, Inc.		3
Boston Scientific Corp.		3
Amgen, Inc.		3


INDUSTRY ALLOCATION

Industry^(b)	Percent of Net Assets

Health Care Equipment & Supplies		29	%
Health Care Providers & Services		21
Biotechnology		20
Pharmaceuticals		20
Life Sciences Tools & Services		8
Health Care Technology		1
Short-Term Securities		1

^(a)	Excludes short-term investments.

^(b)

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


FUND SUMMARY		9


Fund Summary as of May 31, 2021		BlackRock Mid-Cap Growth Equity Portfolio

Investment Objective

BlackRock Mid-Cap Growth Equity Portfolio’s (the “Fund”) investment objective is long-term capital appreciation.

On April 7, 2021, the Board of Trustees of BlackRock Funds^SM approved a change in the fiscal year-end of the Fund, effective as of May 31, 2021, from September 30 to May 31.

Portfolio Management Commentary

How did the Fund perform?

For the abbreviated annual reporting period from October 1, 2020 to May 31, 2021, the Fund’s Institutional, Service, Investor A, Investor C, Class K and Class R Shares returned 25.68%, 25.46%, 25.48%, 24.88%, 25.75% and 25.28%, outperforming its benchmark, the Russell Midcap^® Growth Index, which returned 23.09%.

What factors influenced performance?

The largest contributors to the Fund’s relative performance over the period were stock selection in the consumer discretionary, health care and financials sectors. Within communication services, an overweight to hotels, restaurants & leisure, most notably out-of-benchmark positions in Evolution Gaming Group AB and Churchill Downs, Inc., drove relative performance. Within health care, a lack of exposure to biotechnology names and an underweight position in Veeva Systems, Inc. in health care technology contributed to performance. Finally, within financials an out-of-benchmark position in SVB Financial Group in the banking sub-sector proved advantageous.

The largest detractors from relative performance were stock selection in the communication services, industrials and real estate sectors. Within communication services, no position in Roku, Inc. in entertainment detracted the most from results. Within industrials, an overweight to aerospace & defense, specifically an overweight position in Mercury Systems, Inc., weighed on relative performance. Lastly, in real estate, an overweight position in SBA Communications Corp. detracted from relative performance.

Describe recent portfolio activity.

During the period, exposure to the consumer discretionary sector increased with an increased allocation to the hotels, restaurants & leisure industry. Exposure to the consumer staples sector increased as well. Conversely, exposure to industrials decreased the most as the allocation to professional services was trimmed. Exposure to the communication services sector decreased as well.

Describe portfolio positioning at period end.

Relative to the Russell Midcap^® Growth Index, at the end of the reporting period the Fund’s largest sector overweight was to financials, followed by consumer discretionary and industrials. Conversely, information technology was the largest sector underweight, followed by materials and consumer staples.


10		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021 (continued)		BlackRock Mid-Cap Growth Equity Portfolio

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LOGO

^(a)

^(b)

The Fund normally invests at least 80% of its net assets in equity securities issued by U.S. mid-capitalization companies which Fund management believes have above-average earnings growth potential.

^(c)

An index that measures the performance of the midcap growth segment of the U.S. equity universe. It includes those Russell Midcap^® Index companies with higher price-to-book ratios and higher forecasted growth values.

Performance Summary for the Period Ended May 31, 2021


				Average Annual Total Returns^(a)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge

Institutional		12.49	%		39.20	%		N/A			24.60	%		N/A			17.12	%		N/A
Service		12.34			38.87			N/A			24.33			N/A			16.73			N/A
Investor A		12.34			38.84			31.55	%		24.26			22.93	%		16.78			16.15	%
Investor C		11.93			37.86			36.86			23.37			23.37			16.08			16.08
Class K		12.52			39.32			N/A			24.71			N/A			17.17			N/A
Class R		12.22			38.53			N/A			23.95			N/A			16.49			N/A
Russell Midcap^® Growth Index		8.38			37.78			N/A			18.95			N/A			14.20			N/A

^(a)

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

Past performance is not an indication of future results.

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

Expense Example


	Actual					Hypothetical^(a)
		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)	Annualized Expense Ratio

Institutional		$ 1,000.00	$ 1,124.90	$ 4.21			$ 1,000.00	$ 1,020.97	$ 4.01		0.80	%
Service		1,000.00	1,123.40	5.56			1,000.00	1,019.70	5.29		1.05
Investor A		1,000.00	1,123.40	5.56			1,000.00	1,019.70	5.29		1.05
Investor C		1,000.00	1,119.30	9.47			1,000.00	1,016.08	9.01		1.79
Class K		1,000.00	1,125.20	3.69			1,000.00	1,021.46	3.51		0.70
Class R		1,000.00	1,122.20	6.88			1,000.00	1,018.55	6.54		1.30

^(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)

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


FUND SUMMARY		11


Fund Summary as of May 31, 2021 (continued)		BlackRock Mid-Cap Growth Equity Portfolio

Portfolio Information


TEN LARGEST HOLDINGS

Security^(a)	Percent of Net Assets

Evolution AB		3	%
MSCI, Inc.		3
Veeva Systems, Inc., Class A		3
Copart, Inc.		3
Entegris, Inc.		3
IDEXX Laboratories, Inc.		3
Fair Isaac Corp.		3
Paycom Software, Inc.		2
West Pharmaceutical Services, Inc.		2
Pool Corp.		2


SECTOR ALLOCATION

Sector^(b)	Percent of Net Assets

Information Technology		33	%
Health Care		21
Consumer Discretionary		15
Industrials		14
Financials		9
Communication Services		5
Consumer Staples		2
Real Estate		1

^(a)	Excludes short-term investments.

^(b)


12		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021		BlackRock Technology Opportunities Fund

Investment Objective

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

On April 7, 2021, the Board of Trustees of BlackRock Funds^SM approved a change in the fiscal year-end of the Fund, effective as of May 31, 2021, from September 30 to May 31.

Portfolio Management Commentary

How did the Fund perform?

For the abbreviated annual reporting from October 1, 2020 to May 31, 2021, the Fund’s Institutional, Service, Investor A, Class K and Class R Shares returned 22.68%, 22.46%, 22.48%, 22.77% and 22.28%, outperforming its benchmark, the MSCI All-Country World Information Technology Index, which returned 22.21%. The Fund’s Investor C Shares returned 21.89%, underperforming the benchmark.

What factors influenced performance?

Stock selection drove the Fund’s relative outperformance during the period. The largest contributor to the Fund’s relative performance at the sub-sector level was security selection within the hardware, internet, and software sub-sectors. Most notably among individual stock positions, the largest contributor to relative returns during the period was the Fund’s underweight position in Apple Inc., as the company’s latest iPhone release experienced weaker-than-expected demand toward the end of the period. The Fund’s out-of-benchmark position in social media company Snap, Inc. was also a top contributor, as it posted strong growth and experienced a rebound in ad spending amid an improving economic backdrop. Finally, the Fund’s out-of-benchmark position in South Korean messaging-app company Kakao Corp. contributed to performance. Kakao announced it would spin off certain segments of its business through initial public offerings.

By contrast, the largest detractors from relative performance at the sub-sector level were the Fund’s overweight allocation to the new industries sub-sector and an underweight allocation to the semiconductors sub-sector. The largest detractor from the Fund’s relative performance at the individual stock level was its out-of-benchmark position in Chinese internet company Alibaba Group Holding Ltd., after the company came under regulatory scrutiny from the Chinese government during the period. The Fund’s lack of a position in South Korea’s Samsung Electronics Co. Ltd. was also a notable detractor, as increased demand for memory chips and mobile devices led to a substantial increase in its stock price. Finally, the Fund’s lack of a position in semiconductor capital equipment provider Applied Materials, Inc. was also among top detractors, as increased demand from foundries and semiconductor manufacturers led to strong revenue and earnings figures during the period.

Describe recent portfolio activity.

The Fund reduced its exposure to software, internet, services, and hardware stocks during the period. Conversely, it significantly increased its exposure to companies in the semiconductor sub-sector.

Describe portfolio positioning at period end.

The Fund maintained its exposure to long-term secular themes while also taking advantage of attractively valued cyclical stocks that are likely to benefit from the resumption of normal levels of economic activity. The technology sector remains underpinned by strong fundamentals and growth drivers despite short-term pressure from rising interest rates.

At period end, the Fund’s largest sub-sector exposures were in software and internet stocks, as these areas of technology have, in the opinion of the investment adviser, the best prospects for secular organic growth driven by innovation. The Fund also had a substantial allocation to the digital transformation theme, particularly through cloud computing and data center companies, as global enterprises continue to invest in the modernization and digitalization of their operations. The Fund maintained underweight allocations to the hardware and semiconductors sub-sectors, while retaining select positions in next-generation silicon opportunities within semiconductors and electric vehicle opportunities within hardware.


FUND SUMMARY		13


Fund Summary as of May 31, 2021 (continued)		BlackRock Technology Opportunities Fund

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LOGO

^(a)

^(b)

Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities issued by U.S. and non-U.S. technology companies in all market capitalization ranges, selected for their rapid and sustainable growth potential from the development, advancement and use of technology. The Fund’s total returns prior to December 30, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Science & Technology Opportunities Portfolio.

^(c)

An index that includes large and mid cap securities across certain Developed Markets countries and certain Emerging Markets countries. All securities in the index are classified in the Information Technology sector as per the Global Industry Classification Standard.

Performance Summary for the Period Ended May 31, 2021


				Average Annual Total Returns^(a)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge

Institutional		7.56	%		55.73	%		N/A			35.15	%		N/A			21.64	%		N/A
Service		7.42			55.35			N/A			34.83			N/A			21.38			N/A
Investor A		7.43			55.34			47.18	%		34.81			33.36	%		21.28			20.63	%
Investor C		7.04			54.20			53.20			33.80			33.80			20.50			20.50
Class K		7.62			55.88			N/A			35.19			N/A			21.66			N/A
Class R		7.30			54.94			N/A			34.46			N/A			20.96			N/A
MSCI All-Country World Information Technology Index		13.48			48.16			N/A			27.36			N/A			18.52			N/A

^(a)

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

Past performance is not an indication of future results.

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


14		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of May 31, 2021 (continued)		BlackRock Technology Opportunities Fund

Expense Example


	Actual					Hypothetical^(a)
		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)		Beginning Account Value (12/01/20)	Ending Account Value (05/31/21)	Expenses Paid During the Period	^(b)	Annualized Expense Ratio

Institutional		$ 1,000.00	$ 1,075.60	$ 4.74			$ 1,000.00	$ 1,020.48	$ 4.61		0.92	%
Service		1,000.00	1,074.20	6.01			1,000.00	1,019.24	5.85		1.16
Investor A		1,000.00	1,074.30	6.05			1,000.00	1,019.20	5.89		1.17
Investor C		1,000.00	1,070.40	9.82			1,000.00	1,015.54	9.56		1.90
Class K		1,000.00	1,076.20	4.26			1,000.00	1,020.95	4.14		0.82
Class R		1,000.00	1,073.00	7.34			1,000.00	1,017.95	7.14		1.42

^(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)

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

Portfolio Information


TEN LARGEST HOLDINGS

Security^(a)	Percent of Net Assets

Apple Inc.		4	%
Microsoft Corp.		4
Alphabet, Inc., Class A		3
Kakao Corp.		2
Lam Research Corp.		2
ASML Holding NV		2
Amazon.com, Inc.		2
Tesla, Inc.		2
Marvell Technology, Inc.		2
PayPal Holdings, Inc.		2


INDUSTRY ALLOCATION

Industry^(b)	Percent of Net Assets

Software		21	%
Semiconductors & Semiconductor Equipment		21
IT Services		16
Interactive Media & Services		12
Internet & Direct Marketing Retail		9
Entertainment		4
Technology Hardware, Storage & Peripherals		4
Automobiles		2
Chemicals		2
Diversified Financial Services		1
Road & Rail		1
Diversified Consumer Services		1
Multiline Retail		1
Specialty Retail		1
Auto Components		1
Professional Services		1
Short-Term Securities		2

^(a)	Excludes short-term securities.

^(b)


FUND SUMMARY		15

About Fund Performance

Institutional and Class K Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors. BlackRock Health Sciences Opportunities Portfolio’s Class K Shares performance shown prior to the Class K Shares inception date of June 8, 2016 is that of Investor A Shares. BlackRock Mid-Cap Growth Equity Portfolio’s Class K Shares performance shown prior to the Class K Shares inception date of March 28, 2016 is that of Institutional Shares. BlackRock Technology Opportunities Fund’s Class K Shares performance shown prior to the Class K Shares inception date of December 10, 2019 is that of Institutional Shares. The performance of each Fund’s Class K Shares would be substantially similar to Investor A Shares or Institutional Shares, as applicable, because the share classes of a Fund invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Investor A Shares or Institutional Shares, as applicable, have different expenses. The actual returns of Class K Shares would have been higher than those of the Investor A Shares or Institutional Shares, as applicable, because Class K Shares have lower expenses than the Investor A Shares and Institutional Shares.

Service Shares (not available in BlackRock Capital Appreciation Fund, Inc.) are not subject to any sales charge. These shares are subject to a service fee of 0.25% per year (but no distribution fee) and are only available to certain eligible investors.

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

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

Class R Shares are not subject to any sales charge. These shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. These shares are available only to certain employer-sponsored retirement plans. BlackRock Health Sciences Opportunities Portfolio’s Class R Shares performance shown prior to the Class R Shares inception date of September 12, 2011 is that of Investor A Shares and was restated to reflect Class R Shares fees.

Past performance is not an indication of future results. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. These circumstances may continue for an extended period of time, and may continue to affect adversely the value and liquidity of the fund’s investments. As a result, current performance may be lower or higher than the performance data quoted. Refer to blackrock.com to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Figures shown in the performance tables on the previous pages assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date or payable date, as applicable. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), each Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waiver(s) and/or reimbursement(s), each Fund’s performance would have been lower. With respect to each Fund’s voluntary waiver(s), if any, the Manager is under no obligation to waive and/or reimburse or to continue waiving and/or reimbursing its fees and such voluntary waiver(s) may be reduced or discontinued at any time. With respect to each Fund’s contractual waiver(s), if any, the Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of each Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses and other fund expenses. The expense examples shown (which are based on a hypothetical investment of $1,000 invested on December 1, 2020 and held through May 31, 2021) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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


16		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Derivative Financial Instruments

The Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Funds’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.


ABOUT FUND PERFORMANCE		17

Schedule of Investments

May 31, 2021

BlackRock Capital Appreciation Fund, Inc.

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks

Aerospace & Defense — 1.3%
TransDigm Group, Inc.^(a)		91,450	$	59,336,418


Capital Markets — 4.4%
Morgan Stanley		764,573		69,537,914
S&P Global, Inc.		349,931		132,788,317


				202,326,231

Chemicals — 1.6%
International Flavors & Fragrances, Inc.		63,527		8,999,870
Sherwin-Williams Co.		230,681		65,404,984


				74,404,854

Containers & Packaging — 0.6%
Ball Corp.		314,901		25,872,266


Entertainment — 3.6%
Netflix, Inc.^(a)		198,020		99,566,436
Sea Ltd., ADR^(a)		261,623		66,253,409


				165,819,845

Health Care Equipment & Supplies — 2.9%
Abbott Laboratories		353,348		41,218,044
Danaher Corp.		235,039		60,202,889
Intuitive Surgical, Inc.^(a)		39,548		33,306,535


				134,727,468

Health Care Providers & Services — 3.1%
Humana, Inc.		130,976		57,328,195
UnitedHealth Group, Inc.		207,098		85,307,808


				142,636,003

Hotels, Restaurants & Leisure — 0.6%
Domino’s Pizza, Inc.		62,964		26,877,443


Industrial Conglomerates — 1.7%
Roper Technologies, Inc.		169,294		76,183,993


Interactive Media & Services — 11.6%
Alphabet, Inc., Class A		87,518		206,266,798
Facebook, Inc., Class A		503,742		165,595,108
Snap, Inc., Class A^(a)		1,627,132		101,077,440
Tencent Holdings Ltd.		717,400		56,989,323


				529,928,669

Internet & Direct Marketing Retail — 11.2%
Amazon.com, Inc.		123,044		396,579,425
Etsy, Inc.^(a)		177,407		29,224,255
MercadoLibre, Inc.^(a)		65,050		88,381,484


				514,185,164

IT Services — 12.8%
Fidelity National Information Services, Inc.		323,329		48,169,554
Mastercard, Inc., Class A		469,258		169,205,050
PayPal Holdings, Inc.^(a)		262,172		68,169,964
Shopify, Inc., Class A^(a)		40,014		49,732,200
Visa, Inc., Class A		837,364		190,332,837
Wix.com Ltd.^(a)		224,328		58,293,874


				583,903,479

Life Sciences Tools & Services — 0.9%
Lonza Group AG, Registered Shares		65,284		42,034,784


Metals & Mining — 0.7%
Freeport-McMoRan, Inc.		786,607		33,603,851


Multiline Retail — 1.0%
Dollar Tree, Inc.^(a)		462,158		45,060,405


Security	Shares		Value

Pharmaceuticals — 2.4%
AstraZeneca PLC, ADR		739,493	$	41,981,018
Zoetis, Inc.		398,109		70,337,898


				112,318,916

Professional Services — 2.6%
CoStar Group, Inc.^(a)		69,582		59,423,028
TransUnion		565,329		60,490,203


				119,913,231

Road & Rail — 0.8%
Union Pacific Corp.		155,364		34,914,952


Semiconductors & Semiconductor Equipment — 8.7%
Analog Devices, Inc.		658,663		108,415,930
ASML Holding NV, Registered Shares		216,830		146,462,160
Marvell Technology, Inc.		1,744,241		84,246,840
NVIDIA Corp.		94,670		61,514,673


				400,639,603

Software — 17.8%
Adobe, Inc.^(a)		195,597		98,694,334
Autodesk, Inc.^(a)		216,680		61,940,145
Crowdstrike Holdings, Inc., Class A^(a)		68,938		15,314,577
Intuit, Inc.		280,800		123,296,472
Microsoft Corp.		1,436,772		358,733,233
RingCentral, Inc., Class A^(a)		137,016		35,962,589
ServiceNow, Inc.^(a)		255,837		121,236,038


				815,177,388

Specialty Retail — 2.0%
Lowe’s Cos., Inc.		205,724		40,081,207
TJX Cos., Inc.		735,751		49,692,622


				89,773,829

Technology Hardware, Storage & Peripherals — 3.0%
Apple Inc.		1,114,880		138,925,197


Textiles, Apparel & Luxury Goods — 2.8%
LVMH Moet Hennessy Louis Vuitton SE		54,776		43,680,916
NIKE, Inc., Class B		607,444		82,891,808


				126,572,724

Wireless Telecommunication Services — 0.8%
T-Mobile U.S., Inc.^(a)		245,224		34,686,935


Total Common Stocks — 98.9% (Cost: $2,161,972,811)				4,529,823,648


Preferred Securities

Preferred Stocks — 0.6%

Interactive Media & Services — 0.6%
Bytedance Ltd., Series E-1 (Acquired 11/11/20, cost $20,129,982)^(a)(b)(c)		183,711		26,393,038


Total Preferred Securities — 0.6% (Cost: $20,129,982)				26,393,038


Total Long-Term Investments — 99.5% (Cost: $2,182,102,793)				4,556,216,686


18		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

May 31, 2021

BlackRock Capital Appreciation Fund, Inc.

(Percentages shown are based on Net Assets)


Security	Shares		Value

Short-Term Securities^(d)(e)

Money Market Funds — 0.5%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.01%		21,582,078	$	21,582,078


Total Short-Term Securities — 0.5% (Cost: $21,582,078)				21,582,078


Total Investments — 100.0% (Cost: $2,203,684,871)				4,577,798,764

Other Assets Less Liabilities — 0.0%				358,390


Net Assets — 100.0%			$	4,578,157,154

^(a)	Non-income producing security.

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

^(c)	Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $26,393,038, representing 0.6% of its net assets as of period end, and an original cost of $20,129,982.

^(d)	Affiliate of the Fund.

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

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the period ended May 31, 2021 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:




Affiliated Issuer	Value at 09/30/20		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)				Change in Unrealized Appreciation (Depreciation)				Value at 05/31/21		Shares Held at 05/31/21		Income			Capital Gain Distributions from Underlying Funds


BlackRock Liquidity Funds, T-Fund, Institutional Class	$	22,658,999		$	—	$	(1,076,921	)^(a)		$	—			$	—		$	21,582,078		21,582,078	$	2,659			$	—
SL Liquidity Series, LLC, Money Market Series^(b)		43,551,040			—		(43,549,218	)^(a)			(1,584	)			(238	)		—		—		145,748	^(c)			—


										$	(1,584	)		$	(238	)	$	21,582,078			$	148,407			$	—

^(a)

Represents net amount purchased (sold).

^(b)

As of period end, the entity is no longer held.

^(c)

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

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

Fair Value Hierarchy as of Period End

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

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




	Level 1		Level 2		Level 3		Total

Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	59,336,418		$ —		$ —	$	59,336,418
Capital Markets		202,326,231		—		—		202,326,231
Chemicals		74,404,854		—		—		74,404,854
Containers & Packaging		25,872,266		—		—		25,872,266


SCHEDULES OF INVESTMENTS		19

Schedule of Investments (continued)

May 31, 2021

BlackRock Capital Appreciation Fund, Inc.




	Level 1		Level 2		Level 3		Total

Common Stocks (continued)
Entertainment	$	165,819,845	$	—	$	—	$	165,819,845
Health Care Equipment & Supplies		134,727,468		—		—		134,727,468
Health Care Providers & Services		142,636,003		—		—		142,636,003
Hotels, Restaurants & Leisure		26,877,443		—		—		26,877,443
Industrial Conglomerates		76,183,993		—		—		76,183,993
Interactive Media & Services		472,939,346		56,989,323		—		529,928,669
Internet & Direct Marketing Retail		514,185,164		—		—		514,185,164
IT Services		583,903,479		—		—		583,903,479
Life Sciences Tools & Services		—		42,034,784		—		42,034,784
Metals & Mining		33,603,851		—		—		33,603,851
Multiline Retail		45,060,405		—		—		45,060,405
Pharmaceuticals		112,318,916		—		—		112,318,916
Professional Services		119,913,231		—		—		119,913,231
Road & Rail		34,914,952		—		—		34,914,952
Semiconductors & Semiconductor Equipment		400,639,603		—		—		400,639,603
Software		815,177,388		—		—		815,177,388
Specialty Retail		89,773,829		—		—		89,773,829
Technology Hardware, Storage & Peripherals		138,925,197		—		—		138,925,197
Textiles, Apparel & Luxury Goods		82,891,808		43,680,916		—		126,572,724
Wireless Telecommunication Services		34,686,935		—		—		34,686,935
Preferred Securities		—		—		26,393,038		26,393,038
Short-Term Securities
Money Market Funds		21,582,078		—		—		21,582,078


	$	4,408,700,703	$	142,705,023	$	26,393,038	$	4,577,798,764

See notes to financial statements.


20		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments

May 31, 2021

BlackRock Health Sciences Opportunities Portfolio

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks

Biotechnology — 19.5%
AbbVie, Inc.		933,375	$	105,658,050
Acceleron Pharma, Inc.^(a)		733,717		96,036,218
Acerta Pharma BV, Series B (Acquired 05/06/15, cost $17,141,679)^(a)(b)(c)		297,971,595		41,975,259
Agios Pharmaceuticals, Inc.^(a)		414,395		23,114,953
Allakos, Inc.^(a)		420,326		42,637,869
Allogene Therapeutics, Inc.^(a)		581,741		14,950,744
Alnylam Pharmaceuticals, Inc.^(a)		640,828		90,991,168
Amgen, Inc.		1,201,252		285,825,901
Annexon, Inc. (Acquired 06/26/20, cost $3,589,917)^(a)(c)		286,515		6,051,197
Apellis Pharmaceuticals, Inc.^(a)		294,729		16,587,348
Arcutis Biotherapeutics, Inc.^(a)		823,688		21,704,179
Arena Pharmaceuticals, Inc.^(a)		286,857		17,529,831
Argenx SE, ADR^(a)		90,188		25,161,550
Biogen, Inc.^(a)		309,853		82,879,480
Biohaven Pharmaceutical Holding Co. Ltd.^(a)		133,417		11,607,279
BioMarin Pharmaceutical, Inc.^(a)		277,962		21,486,463
Blueprint Medicines Corp.^(a)		182,002		16,625,883
Bridgebio Pharma, Inc.^(a)		270,136		15,992,051
Cerevel Therapeutics Holdings, Inc.^(a)		238,603		3,130,471
Connect Biopharma Holdings Ltd., ADR^(a)		230,965		3,436,759
Cytokinetics, Inc.^(a)		312,342		6,818,426
Decibel Therapeutics, Inc. (Acquired 11/02/20- 02/05/21, cost $3,884,622)^(a)(c)		424,528		3,718,865
Decibel Therapeutics, Inc.^(a)		485,662		4,346,675
Design Therapeutics, Inc.^(a)		265,138		6,946,616
Dicerna Pharmaceuticals, Inc.^(a)		272,958		8,898,431
Enanta Pharmaceuticals, Inc.^(a)		103,370		5,029,984
Everest Medicines Ltd.^(a)(d)		593,500		5,712,238
Exact Sciences Corp.^(a)		269,699		29,809,830
Forma Therapeutics Holdings, Inc.^(a)		228,718		6,420,114
Genmab A/S^(a)		274,100		110,886,612
Genmab A/S, ADR^(a)		972,955		39,521,432
Gilead Sciences, Inc.		3,961,124		261,869,908
Global Blood Therapeutics, Inc.^(a)		470,959		18,098,954
Halozyme Therapeutics, Inc.^(a)		340,376		14,094,970
Horizon Therapeutics PLC^(a)		371,663		34,066,631
Ideaya Biosciences, Inc.^(a)		296,634		5,977,175
Immunocore Holdings PLC, ADR^(a)		186,740		7,656,340
Incyte Corp.^(a)		433,844		36,347,450
Kronos Bio, Inc. (Acquired 10/09/20 cost $5,050,000)^(a)(c)		312,693		7,632,836
Krystal Biotech, Inc.^(a)		71,413		4,658,984
Mersana Therapeutics, Inc.^(a)		1,082,128		15,496,073
Mirati Therapeutics, Inc.^(a)		274,008		43,334,365
Molecular Templates, Inc.^(a)		372,409		3,329,336
Neurocrine Biosciences, Inc.^(a)		355,646		34,220,258
Prothena Corp. PLC^(a)		403,263		11,763,182
PTC Therapeutics, Inc.^(a)		89,619		3,519,338
RAPT Therapeutics, Inc.^(a)		145,945		2,816,739
Regeneron Pharmaceuticals, Inc.^(a)		220,471		110,771,245
Relay Therapeutics, Inc.^(a)		208,919		6,710,478
RemeGen Co. Ltd.^(a)		1,062,500		14,582,817
Sage Therapeutics, Inc.^(a)		79,000		5,498,400
Sarepta Therapeutics, Inc.^(a)		165,286		12,503,886
Seagen, Inc.^(a)		1,262,898		196,191,204
Seres Therapeutics, Inc.^(a)		226,723		4,786,123
Sigilon Therapeutics, Inc. (Acquired 02/14/20, cost $4,607,996)^(a)(c)		341,333		3,977,824
Talaris Therapeutics, Inc.^(a)		451,718		7,259,108


Security	Shares		Value

Biotechnology (continued)
Taysha Gene Therapies, Inc.^(a)		594,797	$	13,382,933
TCR2 Therapeutics, Inc.^(a)		195,171		3,737,525
Translate Bio, Inc.^(a)		290,370		5,229,564
Vertex Pharmaceuticals, Inc.^(a)		409,396		85,412,288


				2,146,417,810

Diversified Financial Services — 0.4%
ARYA Sciences Acquisition Corp. III, Class A^(a)		316,797		3,282,017
BCTG Acquisition Corp.^(a)		186,560		2,070,816
Deerfield Healthcare Technology Acquisitions Corp., Class A^(a)		437,735		5,624,895
Health Assurance Acquisition Corp., Class A^(a)		1,747,926		17,601,615
Health Sciences Acquisitions Corp. 2^(a)		262,308		2,691,280
Helix Acquisition Corp., Class A^(a)		226,542		2,256,358
MedTech Acquisition Corp., Class A^(a)		831,621		8,066,724
Therapeutics Acquisition Corp., Class A^(a)		512,816		5,292,261


				46,885,966

Health Care Equipment & Supplies — 29.4%
Abbott Laboratories		4,624,253		539,419,112
ABIOMED, Inc.^(a)		205,021		58,344,876
Alcon, Inc.		1,948,988		135,805,484
Baxter International, Inc.		1,039,591		85,371,213
Becton Dickinson and Co.		610,163		147,592,328
Boston Scientific Corp.^(a)		6,935,340		295,098,717
Butterfly Network, Inc.^(a)		651,141		7,650,907
DENTSPLY SIRONA, Inc.		1,103,445		73,842,539
Dexcom, Inc.^(a)		46,228		17,076,161
Edwards Lifesciences Corp.^(a)		2,128,928		204,164,195
Intuitive Surgical, Inc.^(a)		320,739		270,119,971
Kangji Medical Holdings Ltd.		4,984,159		8,767,153
Masimo Corp.^(a)		423,867		91,385,725
Medtronic PLC		3,380,211		427,900,910
Nevro Corp.^(a)		266,641		40,182,799
Novocure Ltd.^(a)		168,685		34,411,740
ResMed, Inc.		564,213		116,143,246
Silk Road Medical, Inc.^(a)		173,713		8,438,978
Straumann Holding AG, Registered Shares		50,734		79,409,545
Stryker Corp.		1,007,273		257,126,579
Teleflex, Inc.		338,320		136,068,921
Zimmer Biomet Holdings, Inc.		1,219,641		205,302,169


				3,239,623,268

Health Care Providers & Services — 20.8%
Agiliti, Inc.^(a)		1,425,142		31,167,856
agilon health, Inc.^(a)		772,691		27,770,515
Alignment Healthcare, Inc.^(a)		950,045		23,969,635
Amedisys, Inc.^(a)		375,353		96,979,955
AmerisourceBergen Corp.		268,817		30,844,063
Anthem, Inc.		579,273		230,678,094
Cardinal Health, Inc.		1,243,793		69,739,474
Centene Corp.^(a)		1,905,026		140,209,914
Cigna Corp.		1,101,638		285,158,996
Encompass Health Corp.		765,338		65,658,347
Guardant Health, Inc.^(a)		141,886		17,610,890
Henry Schein, Inc.^(a)		771,025		58,628,741
Humana, Inc.		689,995		302,010,811
Innovage Holding Corp.^(a)		256,864		5,496,890
LHC Group, Inc.^(a)		379,064		74,618,748
McKesson Corp.		117,780		22,659,694
Oak Street Health, Inc.^(a)		948,638		57,288,249
Privia Health Group, Inc.^(a)		450,317		14,738,875
UnitedHealth Group, Inc.		1,774,796		731,073,968


				2,286,303,715


SCHEDULES OF INVESTMENTS		21

Schedule of Investments (continued)

May 31, 2021

BlackRock Health Sciences Opportunities Portfolio

(Percentages shown are based on Net Assets)


Security		Shares		Value

Health Care Technology — 0.6%
Teladoc Health, Inc.^(a)			420,802	$	63,364,365


Internet & Direct Marketing Retail — 0.4%
JD Health International, Inc. (Acquired 12/01/20, cost $29,316,237)^(a)(c)			3,187,700		43,564,781


Life Sciences Tools & Services — 7.8%
Agilent Technologies, Inc.			260,305		35,955,930
Avantor, Inc.^(a)			2,202,994		70,826,257
Illumina, Inc.^(a)			274,280		111,258,939
IQVIA Holdings, Inc.^(a)			589,314		141,529,650
Thermo Fisher Scientific, Inc.			679,662		319,101,309
WuXi AppTec Co. Ltd., H Shares^(d)			4,383,257		93,620,298
Wuxi Biologics Cayman, Inc.^(a)(d)			5,285,500		82,298,158


					854,590,541

Pharmaceuticals — 19.4%
Bristol-Myers Squibb Co.			3,119,552		205,016,957
Eisai Co. Ltd.			309,300		20,831,752
Elanco Animal Health, Inc.^(a)			1,237,391		44,521,328
Eli Lilly & Co.			1,732,539		346,057,340
Hansoh Pharmaceutical Group Co. Ltd.^(a)(d)			16,732,176		72,897,531
Hua Medicine^(a)(d)			13,232,370		8,429,592
Johnson & Johnson			2,897,055		490,326,559
Merck & Co., Inc.			1,393,820		105,777,000
Merck KGaA			214,290		38,668,745
Nektar Therapeutics^(a)			423,429		7,651,362
Pfizer, Inc.			9,549,743		369,861,546
Roche Holding AG			153,299		53,319,275
Sanofi			1,317,166		140,112,583
Sanofi, ADR			1,038,651		55,495,123
Zoetis, Inc.			1,023,790		180,883,217


					2,139,849,910


Total Common Stocks — 98.3% (Cost: $6,281,263,318)					10,820,600,356


		Par (000)

Other Interests^(a)(b)
Afferent Pharmaceuticals, Inc., Series C, 0.00%	USD		3,421		4,857,309


Total Other Interests — 0.1% (Cost: $0)					4,857,309


		Shares

Preferred Securities

Preferred Stocks — 0.4%

Biotechnology — 0.3%
Affinivax, Inc., Series C (Acquired 01/06/21, cost $3,879,936)^(a)(b)(c)			122,824		3,879,937
Ambrx Biopharma, Inc.
Series A (Acquired 11/06/20, cost $4,850,067)^(a)(b)(c)			3,102,653		5,119,377
Series B (Acquired 11/06/20, cost $4,850,099)^(a)(b)(c)			2,792,388		4,607,440
Cellarity, Inc., Series B (Acquired 01/15/21, cost $5,149,998)^(a)(b)(c)			858,333		4,892,498
Connect Biopharma Holdings Ltd., Series C (Acquired 12/01/20-03/18/21, cost $4,999,991)^(a)(c)			456,149		6,582,230
Goldfinch Bio, Inc., Series B (Acquired 06/26/20, cost $2,768,121)^(a)(b)(c)			2,345,865		3,026,166


Security	Shares		Value

Biotechnology (continued)
Imago Biosciences, Inc. (Acquired 11/12/20, cost $4,599,991)^(a)(b)(c)		3,808,570	$	4,608,370
Neurogene, Inc., Series B (Acquired 12/14/20, cost $3,059,760)^(a)(b)(c)		1,254,000		3,059,760


				35,775,778

Pharmaceuticals — 0.1%
Insitro, Series C (Acquired 03/10/21, cost $10,839,964)^(a)(b)(c)		592,636		10,839,964


Total Preferred Securities — 0.4% (Cost: $44,997,928)				46,615,742


Warrants^(a)

Biotechnology — 0.0%
Cerevel Therapeutics Holdings, Inc. (Issued/Exercisable 07/29/20, 1 Share for 1 Warrant, Expires 10/27/25, Strike Price USD 11.50)		80,338		330,189
Nuvation Bio, Inc. (Issued/Exercisable 08/17/20, 1 Share for 1 Warrant, Expires 07/07/27, Strike Price USD 11.50)		77,354		371,299


				701,488

Diversified Financial Services — 0.0%
Deerfield Healthcare Technology Acquisitions Corp., Class A (Issued/Exercisable 09/15/20, 1 Share for 1 Warrant, Expires 07/16/25, Strike Price USD 11.50)		88,432		395,291
Health Assurance Acquisition Corp., Class A (Issued/Exercisable 01/04/21, 1 Share for 1 Warrant, Expires 11/12/25, Strike Price USD 11.50)		441,399		790,104
MedTech Acquisition Corp., Class A (Issued/Exercisable 12/18/20, 1 Share for 1 Warrant, Expires 12/18/25, Strike Price USD 11.50)		277,204		235,652


				1,421,047

Health Care Equipment & Supplies — 0.0%
Butterfly Network, Inc. (Issued/Exercisable 06/29/20, 1 Share for 1 Warrant, Expires 06/29/25, Strike Price USD 11.50)		219,241		762,959


Total Warrants — 0.0% (Cost: $2,864,341)				2,885,494


Total Long-Term Investments — 98.8% (Cost: $6,329,125,587)				10,874,958,901


22		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

May 31, 2021

BlackRock Health Sciences Opportunities Portfolio

(Percentages shown are based on Net Assets)


Security	Shares		Value

Short-Term Securities^(e)(f)

Money Market Funds — 1.2%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.01%		127,705,238	$	127,705,238


Total Short-Term Securities — 1.2% (Cost: $127,705,238)				127,705,238


Total Investments — 100.0% (Cost: $6,456,830,825)				11,002,664,139

Other Assets Less Liabilities — 0.0%				1,489,582


Net Assets — 100.0%			$	11,004,153,721

^(a)	Non-income producing security.

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

^(c)	Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $153,536,504, representing 1.4% of its net assets as of period end, and an original cost of $108,588,378.

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

^(e)	Affiliate of the Fund.

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

Affiliates




Affiliated Issuer	Value at 09/30/20		Purchases at Cost		Proceeds from Sale			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)				Value at 05/31/21		Shares Held at 05/31/21		Income			Capital Gain Distributions from Underlying Funds


BlackRock Liquidity Funds, T-Fund, Institutional Class	$	217,777,914		$ —	$	(90,072,676	)^(a)		$	—		$	—		$	127,705,238		127,705,238	$	20,601			$	—
SL Liquidity Series, LLC, Money Market Series^(b)		204,042,466		—		(204,037,387	)^(a)			118,986			(124,065	)		—		—		304,936^(c	⁾			—


									$	118,986		$	(124,065	)	$	127,705,238			$	325,537			$	—

^(a)

Represents net amount purchased (sold).

^(b)

As of period end, the entity is no longer held.

^(c)

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


SCHEDULES OF INVESTMENTS		23

Schedule of Investments (continued)

May 31, 2021

BlackRock Health Sciences Opportunities Portfolio

Fair Value Hierarchy as of Period End




	Level 1		Level 2		Level 3		Total


Assets
Investments
Long-Term Investments
Common Stocks
Biotechnology	$	1,980,147,012	$	124,295,539	$	41,975,259	$	2,146,417,810
Diversified Financial Services		46,885,966		—		—		46,885,966
Health Care Equipment & Supplies		3,151,446,570		88,176,698		—		3,239,623,268
Health Care Providers & Services		2,286,303,715		—		—		2,286,303,715
Health Care Technology		63,364,365		—		—		63,364,365
Internet & Direct Marketing Retail		—		43,564,781		—		43,564,781
Life Sciences Tools & Services		678,672,085		175,918,456		—		854,590,541
Pharmaceuticals		1,805,590,432		334,259,478		—		2,139,849,910
Other Interests		—		—		4,857,309		4,857,309
Preferred Securities		—		6,582,230		40,033,512		46,615,742
Warrants		2,885,494		—		—		2,885,494
Short-Term Securities
Money Market Funds		127,705,238		—		—		127,705,238


	$	10,143,000,877	$	772,797,182	$	86,866,080	$	11,002,664,139

See notes to financial statements.


24		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments

May 31, 2021

BlackRock Mid-Cap Growth Equity Portfolio

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks

Aerospace & Defense — 3.5%
HEICO Corp.		2,038,833	$	286,374,483
Teledyne Technologies, Inc.^(a)		643,517		269,936,076


				556,310,559

Automobiles — 1.0%
Ferrari NV		761,404		160,587,718


Banks — 1.0%
SVB Financial Group^(a)		288,643		168,247,118


Beverages — 1.6%
Boston Beer Co., Inc., Class A^(a)		238,718		252,601,839


Building Products — 0.9%
AZEK Co., Inc.^(a)		3,451,690		150,252,066


Capital Markets — 8.0%
KKR & Co., Inc.		6,117,729		340,696,328
MarketAxess Holdings, Inc.		408,638		190,645,973
MSCI, Inc.		1,037,294		485,588,440
Tradeweb Markets, Inc., Class A		3,207,930		268,760,375


				1,285,691,116

Commercial Services & Supplies — 2.8%
Copart, Inc.^(a)		3,542,730		457,047,597


Distributors — 2.3%
Pool Corp.		862,810		376,659,705


Diversified Consumer Services — 0.7%
Bright Horizons Family Solutions, Inc.^(a)		755,396		104,418,389


Electrical Equipment — 0.6%
Shoals Technologies Group, Inc., Class A^(a)		3,495,849		96,485,432


Electronic Equipment, Instruments & Components — 0.9%
Zebra Technologies Corp., Class A^(a)		302,033		150,125,503


Entertainment — 1.5%
Liberty Media Corp. - Liberty Formula One, Class C^(a)		5,242,199		234,064,185


Equity Real Estate Investment Trusts (REITs) — 0.5%
SBA Communications Corp.		280,939		83,753,535


Health Care Equipment & Supplies — 9.2%
IDEXX Laboratories, Inc.^(a)		735,281		410,367,679
Masimo Corp.^(a)		1,300,499		280,387,584
STERIS PLC		504,518		96,292,306
Teleflex, Inc.		780,561		313,933,829
West Pharmaceutical Services, Inc.		1,101,434		382,759,329


				1,483,740,727

Health Care Technology — 3.0%
Veeva Systems, Inc., Class A^(a)		1,636,920		476,900,273


Hotels, Restaurants & Leisure — 7.4%
Churchill Downs, Inc.		371,302		74,085,888
Domino’s Pizza, Inc.		207,174		88,436,365
Evolution AB^(b)		2,789,114		534,246,011
Penn National Gaming, Inc.^(a)		2,626,287		215,276,746
Planet Fitness, Inc., Class A^(a)		1,494,896		117,752,958
Vail Resorts, Inc.^(a)		504,452		164,895,270


				1,194,693,238

Interactive Media & Services — 1.9%
Match Group, Inc.^(a)		2,080,288		298,271,693


IT Services — 10.6%
Adyen NV^(a)(b)		155,911		360,447,021


Security	Shares		Value

IT Services (continued)
Globant SA^(a)		966,215	$	210,509,262
MongoDB, Inc.^(a)		1,169,235		341,346,466
Okta, Inc.^(a)		1,529,093		340,131,447
Twilio, Inc., Class A^(a)		619,682		208,213,152
Wix.com Ltd.^(a)		916,775		238,233,152


				1,698,880,500

Life Sciences Tools & Services — 7.2%
10X Genomics, Inc., Class A^(a)		1,711,095		307,997,100
Bio-Techne Corp.		898,902		371,992,615
Charles River Laboratories International, Inc.^(a)		1,077,542		364,198,421
Sotera Health Co.^(a)		4,705,415		113,400,501


				1,157,588,637

Machinery — 1.7%
Dover Corp.		891,391		134,154,346
IDEX Corp.		638,346		142,134,120


				276,288,466

Media — 2.1%
Cable One, Inc.		185,202		336,245,343


Pharmaceuticals — 1.7%
Catalent, Inc.^(a)		2,554,340		267,771,462


Professional Services — 2.7%
Booz Allen Hamilton Holding Corp.		635,770		53,995,946
CoStar Group, Inc.^(a)		53,027		45,285,058
TransUnion		3,154,357		337,516,199


				436,797,203

Road & Rail — 2.2%
Old Dominion Freight Line, Inc.		1,351,402		358,729,661


Semiconductors & Semiconductor Equipment — 6.5%
Cree, Inc.^(a)		700,822		70,089,208
Entegris, Inc.		3,609,478		413,104,757
Monolithic Power Systems, Inc.		854,463		293,183,345
ON Semiconductor Corp.^(a)		6,581,230		263,512,449


				1,039,889,759

Software — 14.6%
Bill.com Holdings, Inc.^(a)		889,415		132,451,682
Cadence Design Systems, Inc.^(a)		2,712,211		344,423,675
Coupa Software, Inc.^(a)		797,059		189,859,454
Fair Isaac Corp.^(a)		806,602		408,189,008
Lightspeed POS, Inc.^(a)		2,026,049		145,855,267
Nice Ltd., ADR^(a)		1,482,673		329,687,168
Paycom Software, Inc.^(a)		1,162,594		383,190,982
Synopsys, Inc.^(a)		1,245,493		316,778,690
Tyler Technologies, Inc.^(a)		167,854		67,672,019
UiPath, Inc., Class A^(a)		331,534		26,463,044


				2,344,570,989

Specialty Retail — 4.0%
Leslie’s, Inc.^(a)		4,764,628		138,936,552
Tractor Supply Co.		1,269,461		230,661,064
Vroom, Inc.^(a)		6,165,796		272,589,841


				642,187,457


Total Long-Term Investments — 100.1% (Cost: $11,094,375,256)				16,088,800,170


SCHEDULES OF INVESTMENTS		25

Schedule of Investments (continued)

May 31, 2021

BlackRock Mid-Cap Growth Equity Portfolio

(Percentages shown are based on Net Assets)


Security	Shares		Value


Short-Term Securities^(c)(d)

Money Market Funds — 0.1%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.01%		13,856,055	$	13,856,055


Total Short-Term Securities — 0.1% (Cost: $13,856,055)				13,856,055


Total Investments — 100.2% (Cost: $11,108,231,311)				16,102,656,225

Liabilities in Excess of Other Assets — (0.2)%				(30,254,973	)


Net Assets — 100.0%			$	16,072,401,252

^(a)	Non-income producing security.

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

^(c)	Affiliate of the Fund.

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

Affiliates



Affiliated Issuer	Value at 09/30/20		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)				Value at 05/31/21		Shares Held at 05/31/21		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	29,537,549		$	—	$	(15,681,494	)^(a)		$	—		$	—		$	13,856,055		13,856,055	$	7,524			$	—
SL Liquidity Series, LLC, Money Market Series^(b)		383,980,255			—		(383,948,521	)^(a)			86,076			(117,810	)		—		—		368,781^(c	⁾			—


										$	86,076		$	(117,810	)	$	13,856,055			$	376,305			$	—

^(a)

Represents net amount purchased (sold).

^(b)

As of period end, the entity is no longer held by the Fund.

^(c)

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

Fair Value Hierarchy as of Period End




	Level 1		Level 2		Level 3		Total


Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	556,310,559		$ —		$ —	$	556,310,559
Automobiles		160,587,718		—		—		160,587,718
Banks		168,247,118		—		—		168,247,118
Beverages		252,601,839		—		—		252,601,839


26		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

May 31, 2021

BlackRock Mid-Cap Growth Equity Portfolio




	Level 1		Level 2		Level 3		Total


Common Stocks (continued)
Building Products	$	150,252,066	$	—		$—	$	150,252,066
Capital Markets		1,285,691,116		—		—		1,285,691,116
Commercial Services & Supplies		457,047,597		—		—		457,047,597
Distributors		376,659,705		—		—		376,659,705
Diversified Consumer Services		104,418,389		—		—		104,418,389
Electrical Equipment		96,485,432		—		—		96,485,432
Electronic Equipment, Instruments & Components		150,125,503		—		—		150,125,503
Entertainment		234,064,185		—		—		234,064,185
Equity Real Estate Investment Trusts (REITs)		83,753,535		—		—		83,753,535
Health Care Equipment & Supplies		1,483,740,727		—		—		1,483,740,727
Health Care Technology		476,900,273		—		—		476,900,273
Hotels, Restaurants & Leisure		660,447,227		534,246,011		—		1,194,693,238
Interactive Media & Services		298,271,693		—		—		298,271,693
IT Services		1,338,433,479		360,447,021		—		1,698,880,500
Life Sciences Tools & Services		1,157,588,637		—		—		1,157,588,637
Machinery		276,288,466		—		—		276,288,466
Media		336,245,343		—		—		336,245,343
Pharmaceuticals		267,771,462		—		—		267,771,462
Professional Services		436,797,203		—		—		436,797,203
Road & Rail		358,729,661		—		—		358,729,661
Semiconductors & Semiconductor Equipment		1,039,889,759		—		—		1,039,889,759
Software		2,344,570,989		—		—		2,344,570,989
Specialty Retail		642,187,457		—		—		642,187,457
Short-Term Securities
Money Market Funds		13,856,055		—		—		13,856,055


	$	15,207,963,193	$	894,693,032		$ —	$	16,102,656,225

See notes to financial statements.


SCHEDULES OF INVESTMENTS		27

Schedule of Investments

May 31, 2021

BlackRock Technology Opportunities Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value

Common Stocks

Air Freight & Logistics — 0.4%
InPost SA^(a)		1,806,725	$	36,196,548


Auto Components — 0.6%
Magna International, Inc.		458,563		46,126,852


Automobiles — 2.1%
Tesla, Inc.^(a)		277,549		173,529,186


Banks — 0.4%
Klarna Holdings AB (Acquired 09/15/20, cost $11,017,172)^(a)(b)(c)		25,600		31,359,707


Chemicals — 1.6%
LG Chem Ltd.		172,838		127,074,960


Diversified Consumer Services — 0.9%
Chegg, Inc.^(a)		955,212		73,465,355


Diversified Financial Services — 1.0%
Reinvent Technology Partners, Class A^(a)		1,532,778		15,251,141
SoFi Technologies, Inc. (Acquired 05/26/21, cost $31,750,000)^(a)(c)		3,175,000		62,412,372
TransferWise (Acquired 06/03/19, cost $3,861,759)^(a)(b)(c)		43,665		8,189,371


				85,852,884

Electrical Equipment — 0.4%
Shoals Technologies Group, Inc., Class A^(a)		1,093,920		30,192,192


Entertainment — 4.5%
Activision Blizzard, Inc.		849,154		82,580,227
NetEase, Inc., ADR		718,041		84,678,575
Netflix, Inc.^(a)		54,053		27,178,389
Roku, Inc.^(a)		233,613		80,995,963
Sea Ltd., ADR^(a)		192,712		48,802,387
Warner Music Group Corp., Class A		1,273,845		45,718,297


				369,953,838

Hotels, Restaurants & Leisure — 0.3%
Airbnb, Inc., Class A^(a)		161,713		22,704,505


Interactive Media & Services — 11.4%
Alphabet, Inc., Class A		88,092		207,619,630
Facebook, Inc., Class A		434,596		142,864,743
Kakao Corp.		1,738,191		191,999,828
Pinterest, Inc., Class A^(a)		1,283,774		83,830,442
Snap, Inc., Class A^(a)		1,730,597		107,504,686
Tencent Holdings Ltd.		1,035,600		82,266,718
Yandex NV, Class A^(a)		916,712		61,914,728
ZoomInfo Technologies, Inc., Class A^(a)		1,268,313		55,590,159


				933,590,934

Internet & Direct Marketing Retail — 8.7%
Amazon.com, Inc.		54,253		174,861,217
Booking Holdings, Inc.^(a)		36,037		85,103,177
Coupang, Inc. (Acquired 03/10/21, cost $39,999,995)^(a)(c)		1,142,857		45,291,423
Delivery Hero SE^(a)(d)		552,167		75,973,209
Ensogo Ltd.^(a)(b)		94,425		1
Farfetch Ltd., Class A^(a)		1,669,915		77,367,162
Jasper Infotech Private Ltd. (Acquired 05/07/14, cost $1,414,399)^(a)(b)(c)		1,900		313,253
JD Health International, Inc. (Acquired 12/01/20, cost $43,673,164)^(a)(c)		4,748,800		64,899,594
MercadoLibre, Inc.^(a)		67,448		91,639,574


Security	Shares		Value

Internet & Direct Marketing Retail (continued)
THG PLC^(a)		5,085,666	$	44,026,280
Zalando SE^(a)(d)		485,373		51,890,249


				711,365,139

IT Services — 16.5%
Accenture PLC, Class A		277,178		78,208,544
Adyen NV^(a)(d)		27,738		64,126,838
Amadeus IT Group SA^(a)		631,646		47,728,509
Fiserv, Inc.^(a)		699,007		80,525,606
GDS Holdings Ltd., Class A^(a)		2,785,674		26,295,150
Globant SA^(a)		298,290		64,988,442
GMO Payment Gateway, Inc.		483,000		58,014,233
Mastercard, Inc., Class A		345,562		124,602,746
MongoDB, Inc.^(a)		186,814		54,538,479
Okta, Inc.^(a)		281,118		62,531,888
PayPal Holdings, Inc.^(a)		590,322		153,495,526
Shopify, Inc., Class A^(a)		52,993		65,863,410
Snowflake, Inc., Class A^(a)		53,853		12,818,630
Square, Inc., Class A^(a)		634,283		141,140,653
StoneCo Ltd., Class A^(a)		1,028,516		67,851,201
Twilio, Inc., Class A^(a)		357,321		120,059,856
Visa, Inc., Class A		545,016		123,882,137


				1,346,671,848

Multiline Retail — 0.8%
Magazine Luiza SA		16,679,441		64,072,852


Professional Services — 0.5%
Recruit Holdings Co. Ltd.		868,600		44,316,104


Road & Rail — 1.0%
TuSimple Holdings, Inc., Class A^(a)		746,326		28,614,139
Uber Technologies, Inc.^(a)		974,805		49,549,338


				78,163,477

Semiconductors & Semiconductor Equipment — 20.5%
Advanced Micro Devices, Inc.^(a)		1,396,939		111,866,875
Alphawave IP Group PLC^(a)		9,445,064		41,151,175
Analog Devices, Inc.		287,926		47,392,620
ASML Holding NV		273,827		183,257,121
Cree, Inc.^(a)		958,987		95,908,290
Lam Research Corp.		286,514		186,191,123
Marvell Technology, Inc.		3,541,063		171,033,343
Monolithic Power Systems, Inc.		275,116		94,397,802
NVIDIA Corp.		128,978		83,807,325
NXP Semiconductors NV		591,486		125,051,970
QUALCOMM, Inc.		469,756		63,200,972
SK Hynix, Inc.		453,330		51,859,400
Skyworks Solutions, Inc.		532,704		90,559,680
SOITEC^(a)		424,627		86,666,626
STMicroelectronics NV		2,708,579		101,558,403
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		1,205,496		141,477,010


				1,675,379,735

Software — 20.4%
Adobe, Inc.^(a)		153,177		77,290,051
Altium Ltd.		1,669,711		36,364,364
AppLovin Corp., Class A^(a)		919,797		68,350,115
Atlassian Corp. PLC, Class A^(a)		331,479		77,327,421
Autodesk, Inc.^(a)		312,908		89,447,881
Avalara, Inc.^(a)		329,970		43,612,135
C3.ai, Inc. (Acquired 12/09/20, cost $4,796,662)^(a)(c)		158,667		9,764,367
C3.ai, Inc., Class A^(a)		212,108		13,089,185
Cadence Design Systems, Inc.^(a)		592,943		75,297,831


28		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

May 31, 2021

BlackRock Technology Opportunities Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value

Software (continued)
Crowdstrike Holdings, Inc., Class A^(a)		350,168	$	77,789,821
Databricks, Inc. (Acquired 07/24/20 - 09/02/20, cost $5,122,891)(a)(b)(c)		106,661		17,671,594
DocuSign, Inc.^(a)		299,816		60,448,902
Elastic NV^(a)		434,779		51,395,226
Fair Isaac Corp.^(a)		180,670		91,429,860
Intuit, Inc.		252,771		110,989,218
Microsoft Corp.		1,258,565		314,238,509
Paycom Software, Inc.^(a)		143,028		47,142,029
RingCentral, Inc., Class A^(a)		180,010		47,247,225
salesforce.com, Inc.^(a)		300,286		71,498,097
ServiceNow, Inc.^(a)		174,385		82,637,564
Think & Learn Private Ltd. (Acquired 09/30/20, cost $3,427,642)^(a)(b)(c)		2,241		7,651,138
Unqork, Inc. (Acquired 03/05/21, cost $4,093,769)^(a)(b)(c)		3,738		4,093,783
Workday, Inc., Class A^(a)		246,631		56,409,442
Xero Ltd.^(a)		618,642		63,153,716
Zscaler, Inc.^(a)		376,120		73,042,504


				1,667,381,978

Specialty Retail — 0.8%
Carvana Co.^(a)		234,077		62,051,472


Technology Hardware, Storage & Peripherals — 3.9%
Apple Inc.		2,573,288		320,657,418


Total Common Stocks — 96.7% (Cost: $4,874,430,814)				7,900,106,984


Preferred Securities

Preferred Stocks — 1.7%

Diversified Financial Services — 0.1%
TransferWise
Series A (Acquired 06/03/19, cost $1,569,103)^(a)(b)(c)		17,742		3,327,512
Series B (Acquired 06/03/19, cost $450,607)^(a)(b)(c)		5,095		955,567
Series C (Acquired 06/03/19, cost $251,969)^(a)(b)(c)		2,849		534,330
Series D (Acquired 06/03/19, cost $69,694)^(a)(b)(c)		788		147,790
Series E (Acquired 06/03/19, cost $7,429)^(a)(b)(c)		84		15,754
TransferWise (Seed Preferred) (Acquired 06/03/19, cost $1,327,042)^(a)(b)(c)		15,005		2,814,188


				7,795,141

Food Products — 0.1%
Farmer’s Business Network, Inc., Series F (Acquired 07/31/20, cost $6,419,592)^(a)(b)(c)		194,200		7,676,726


Interactive Media & Services — 0.4%
Bytedance Ltd., Series E-1 (Acquired 11/11/20, cost $22,999,949)^(a)(b)(c)		209,903		30,155,939


Road & Rail — 0.0%
FlixMobility GmbH, Series F (Acquired 07/26/19, cost $2,492,260)^(a)(b)(c)		125		1,370,591
Xiaoju Kuaizhi, Inc., Series A-17 (Acquired 07/28/15, cost $1,080,592)^(a)(b)(c)		39,400		1,970,394


				3,340,985


Security	Shares		Value

Semiconductors & Semiconductor Equipment — 0.4%
PsiQuantum Corp., Series C (Acquired 09/09/19, cost $2,698,453)^(a)(b)(c)		581,814	$	11,892,278
SambaNova Systems, Inc., Series C (Acquired 02/20/20, cost $9,804,574)^(a)(b)(c)		184,153		17,498,218


				29,390,496

Software — 0.7%
Avidxchange, Inc. (Acquired 07/29/20, cost $3,798,430)^(a)(b)(c)		77,500		4,601,175
Databricks, Inc.
Series F (Acquired 10/22/19, cost $3,700,005)^(a)(b)(c)		86,150		14,273,332
Series G (Acquired 02/01/21, cost $12,500,003)^(a)(b)(c)		70,475		11,676,298
GitLab, Inc., Series E (Acquired 09/10/19, cost $5,163,325)^(a)(b)(c)		277,160		10,933,962
Think & Learn Private Ltd., Series F (Acquired 09/30/20, cost $6,867,746)^(a)(b)(c)		2,371		8,094,979
Unqork, Inc.
Series A (Acquired 03/05/21, cost $194,941)^(a)(b)(c)		178		194,942
Series B (Acquired 03/05/21, cost $314,316)^(a)(b)(c)		287		314,316
Series C (Acquired 09/18/20, cost $8,323,340)^(a)(b)(c)		7,600		8,323,368
Series Seed (Acquired 03/05/21, cost $489,544)^(a)(b)(c)		447		489,545
Series Seed A (Acquired 03/05/21, cost $180,704)^(a)(b)(c)		165		180,705


				59,082,622


Total Preferred Securities — 1.7% (Cost: $90,703,619)				137,441,909


Warrants^(a)

Diversified Financial Services — 0.0%
Reinvent Technology Partners (Issued/Exercisable 10/29/20, 1 Share for 1 Warrant, Expires 09/16/25, Strike Price USD 11.50)		383,194		601,615


Total Warrants — 0.0% (Cost: $1,043,934)				601,615


Total Long-Term Investments — 98.4% (Cost: $4,966,178,367)				8,038,150,508


SCHEDULES OF INVESTMENTS		29

Schedule of Investments (continued)

May 31, 2021

BlackRock Technology Opportunities Fund

(Percentages shown are based on Net Assets)


Security	Shares		Value


Short-Term Securities^(e)(f)

Money Market Funds — 1.8%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.01%		143,742,056	$	143,742,056


Total Short-Term Securities — 1.8% (Cost: $143,742,056)				143,742,056


Total Investments — 100.2% (Cost: $5,109,920,423)				8,181,892,564

Liabilities in Excess of Other Assets — (0.2)%				(15,578,555	)


Net Assets — 100.0%			$	8,166,314,009

^(a)	Non-income producing security.

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

^(c)	Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $389,088,511, representing 4.8% of its net assets as of period end, and an original cost of $239,861,072.

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

^(e)	Affiliate of the Fund.

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

Affiliates



Affiliated Issuer	Value at 09/30/20		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)				Value at 05/31/21		Shares Held at 05/31/21		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	334,231,401		$	—	$	(190,489,345	)^(a)		$	—		$	—		$	143,742,056		143,742,056	$	62,297			$	—
SL Liquidity Series, LLC, Money Market Series^(b)		281,402,613			—		(281,375,396	)^(a)			69,685			(96,902	)		—		—		748,771^(c	⁾			—


										$	69,685		$	(96,902	)	$	143,742,056			$	811,068			$	—

^(a)

Represents net amount purchased (sold).

^(b)

As of period end, the entity is no longer held by the Fund.

^(c)

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


30		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

May 31, 2021

BlackRock Technology Opportunities Fund

Fair Value Hierarchy as of Period End




	Level 1		Level 2		Level 3		Total


Assets
Investments
Long-Term Investments
Common Stocks
Air Freight & Logistics	$	36,196,548	$	—	$	—	$	36,196,548
Auto Components		46,126,852		—		—		46,126,852
Automobiles		173,529,186		—		—		173,529,186
Banks		—		—		31,359,707		31,359,707
Chemicals		—		127,074,960		—		127,074,960
Diversified Consumer Services		73,465,355		—		—		73,465,355
Diversified Financial Services		15,251,141		62,412,372		8,189,371		85,852,884
Electrical Equipment		30,192,192		—		—		30,192,192
Entertainment		369,953,838		—		—		369,953,838
Hotels, Restaurants & Leisure		22,704,505		—		—		22,704,505
Interactive Media & Services		659,324,388		274,266,546		—		933,590,934
Internet & Direct Marketing Retail		472,997,410		238,054,475		313,254		711,365,139
IT Services		1,150,507,118		196,164,730		—		1,346,671,848
Multiline Retail		64,072,852		—		—		64,072,852
Professional Services		—		44,316,104		—		44,316,104
Road & Rail		78,163,477		—		—		78,163,477
Semiconductors & Semiconductor Equipment		1,252,038,185		423,341,550		—		1,675,379,735
Software		1,528,683,016		109,282,447		29,416,515		1,667,381,978
Specialty Retail		62,051,472		—		—		62,051,472
Technology Hardware, Storage & Peripherals		320,657,418		—		—		320,657,418
Preferred Securities		—		—		137,441,909		137,441,909
Warrants		601,615		—		—		601,615
Short-Term Securities
Money Market Funds		143,742,056		—		—		143,742,056


	$	6,500,258,624	$	1,474,913,184	$	206,720,756	$	8,181,892,564

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




	Common Stocks		Preferred Securities			Total


Assets
Opening Balance, as of September 30, 2020	$	25,267,774	$	73,062,858		$	98,330,632
Transfers into Level 3		—		—			—
Transfers out of Level 3		—		(16,290,531	)		(16,290,531	)
Accrued discounts/premiums		—		—			—
Net realized gain (loss)		—		—			—
Net change in unrealized appreciation (depreciation)^(a)(b)		39,917,304		43,990,125			83,907,429
Purchases		4,093,769		36,679,457			40,773,226
Sales		—		—			—


Closing Balance, as of May 31, 2021	$	69,278,847	$	137,441,909		$	206,720,756


Net change in unrealized appreciation (depreciation) on investments still held at May 31, 2021^(b)	$	39,917,304	$	43,990,125		$	83,907,429

^(a)

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

^(b)

Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at May 31, 2021, is generally due to investments no longer held or categorized as Level 3 at period end.


SCHEDULES OF INVESTMENTS		31

Schedule of Investments (continued)

May 31, 2021

BlackRock Technology Opportunities Fund

The following table summarizes the valuation approaches used and unobservable inputs utilized by the BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) to determine the value of certain of the Fund’s Level 3 investments as of period end.




	Value		Valuation Approach		Unobservable Inputs		Range of Unobservable Inputs Utilized^(a)			Weighted Average of Unobservable Inputs Based on Fair Value

Assets
Common Stocks^(b)	$	69,278,847		Market		Revenue Multiple		7.25	x-43.75x		33.22x
						Recent Transactions		—			—
Preferred Securities^(c)(d)(e)		137,441,909		Income		Discount Rate		28%			—
				Market		Revenue Multiple		4.75	x-43.75x		20.64x
						Volatility		50%			—
						Time to Exit		4.0			—
						Recent Transactions		—			—


	$	206,720,756

^(a)

A significant change in unobservable input would have resulted in a correlated (inverse) significant change to value.

^(b)

For the period ended May 31, 2021, the valuation technique for investments classified as Common Stocks amounting to $17,671,594 changed to Current Value Method. The investments were previously valued utilizing Transaction Price approach. The change was due to consideration of the information that was available at the time the investments were valued.

^(c)

For the period ended May 31, 2021, the valuation technique for investments classified as Preferred Stocks amounting to $26,551,233 changed to Current Value Method. The investments were previously valued utilizing Transaction Price approach. The change was due to consideration of the information that was available at the time the investments were valued.

^(d)

For the period ended May 31, 2021, the valuation technique for investments classified as Preferred Stocks amounting to $17,498,218 changed to Transaction Price approach. The investments were previously valued utilizing Option Pricing Model. The change was due to consideration of the information that was available at the time the investments were valued.

^(e)

For the period ended May 31, 2021, the valuation technique for investments classified as Preferred Stocks amounting to $1,970,394 changed to Transaction Price Approach. The investments were previously valued utilizing Current Value Method. The change was due to consideration of the information that was available at the time the investments were valued.

See notes to financial statements.


32		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Assets and Liabilities

May 31, 2021


	BlackRock Capital Appreciation Fund, Inc.		BlackRock Health Sciences Opportunities Portfolio		BlackRock Mid-Cap Growth Equity Portfolio		BlackRock Technology Opportunities Fund

ASSETS
Investments at value — unaffiliated^(a)	$	4,556,216,686	$	10,874,958,901	$	16,088,800,170	$	8,038,150,508
Investments at value — affiliated^(b)		21,582,078		127,705,238		13,856,055		143,742,056
Cash pledged for collateral — exchange-traded options written		—		—		—		200
Foreign currency, at value^(c)		—		1,215		1,926		2,870,230
Receivables:
Investments sold		—		2,948,478		13,711,025		2,722,904
Securities lending income — affiliated		1,291		15,989		12,365		50,821
Capital shares sold		4,573,440		9,445,622		32,331,640		15,499,673
Dividends — affiliated		186		768		317		2,640
Dividends — unaffiliated		3,142,032		13,151,456		4,041,307		1,868,553
From the Manager		—		—		13,811		4,027
Prepaid expenses		87,961		205,642		402,963		352,497


Total assets		4,585,603,674		11,028,433,309		16,153,171,579		8,205,264,109


LIABILITIES
Bank overdraft		6,333		—		—		—
Payables:
Investments purchased		—		1,011,138		24,564,754		4,179,532
Administration fees		—		504,790		665,705		312,266
Capital shares redeemed		3,602,857		12,682,378		43,947,524		27,242,521
Investment advisory fees		2,351,567		6,190,445		8,303,960		5,113,012
Directors’ and Officer’s fees		6,901		25,024		17,639		6,858
Other accrued expenses		178,638		345,297		619,081		157,449
Other affiliate fees		72,196		119,587		—		22,975
Service and distribution fees		615,301		1,484,308		900,192		917,919
Transfer agent fees		612,727		1,916,621		1,751,472		997,568


Total liabilities		7,446,520		24,279,588		80,770,327		38,950,100


NET ASSETS	$	4,578,157,154	$	11,004,153,721	$	16,072,401,252	$	8,166,314,009


NET ASSETS CONSIST OF
Paid-in capital	$	1,808,520,200	$	6,105,286,966	$	10,471,390,844	$	4,784,806,202
Accumulated earnings		2,769,636,954		4,898,866,755		5,601,010,408		3,381,507,807


NET ASSETS	$	4,578,157,154	$	11,004,153,721	$	16,072,401,252	$	8,166,314,009


^(a)Investments, at cost — unaffiliated	$	2,182,102,793	$	6,329,125,587	$	11,094,375,256	$	4,966,178,367
^(b)Investments, at cost — affiliated	$	21,582,078	$	127,705,238	$	13,856,055	$	143,742,056
^(c)Foreign currency, at cost	$	—	$	1,201	$	1,927	$	2,876,074


FINANCIAL STATEMENTS		33

Statements of Assets and Liabilities (continued)

May 31, 2021


	BlackRock Capital Appreciation Fund, Inc.		BlackRock Health Sciences Opportunities Portfolio		BlackRock Mid-Cap Growth Equity Portfolio		BlackRock Technology Opportunities Fund

NET ASSET VALUE

Institutional
Net assets	$	1,072,832,635	$	5,990,130,716	$	9,260,190,725	$	4,958,186,650


Shares outstanding		24,766,893		73,252,433		201,541,401		76,505,633


Net asset value	$	43.32	$	81.77	$	45.95	$	64.81


Shares authorized		300 million		Unlimited		Unlimited		Unlimited


Par value	$	0.10	$	0.001	$	0.001	$	0.001


Service
Net assets		N/A	$	43,824,784	$	104,997,114	$	83,886,167


Shares outstanding		N/A		564,544		2,539,762		1,378,299


Net asset value		N/A	$	77.63	$	41.34	$	60.86


Shares authorized		N/A		Unlimited		Unlimited		Unlimited


Par value		N/A	$	0.001	$	0.001	$	0.001


Investor A
Net assets	$	2,551,211,016	$	3,496,818,025	$	2,577,150,810	$	2,524,051,901


Shares outstanding		65,421,424		45,231,801		65,243,601		42,444,915


Net asset value	$	39.00	$	77.31	$	39.50	$	59.47


Shares authorized		300 million		Unlimited		Unlimited		Unlimited


Par value	$	0.10	$	0.001	$	0.001	$	0.001


Investor C
Net assets	$	72,074,666	$	719,524,995	$	357,360,498	$	427,434,872


Shares outstanding		2,852,562		10,876,874		11,826,214		8,765,119


Net asset value	$	25.27	$	66.15	$	30.22	$	48.77


Shares authorized		300 million		Unlimited		Unlimited		Unlimited


Par value	$	0.10	$	0.001	$	0.001	$	0.001


Class K
Net assets	$	845,105,541	$	464,179,329	$	3,674,401,834	$	122,568,394


Shares outstanding		19,332,302		5,666,880		79,702,765		1,888,994


Net asset value	$	43.71	$	81.91	$	46.10	$	64.89


Shares authorized		300 million		Unlimited		Unlimited		Unlimited


Par value	$	0.10	$	0.001	$	0.001	$	0.001


Class R
Net assets	$	36,933,296	$	289,675,872	$	98,300,271	$	50,186,025


Shares outstanding		1,226,227		3,847,857		2,543,641		839,990


Net asset value	$	30.12	$	75.28	$	38.65	$	59.75


Shares authorized		500 million		Unlimited		Unlimited		Unlimited


Par value	$	0.10	$	0.001	$	0.001	$	0.001

See notes to financial statements.


34		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Operations


	BlackRock Capital Appreciation Fund, Inc.								BlackRock Health Sciences Opportunities Portfolio

	Period from 10/01/20 to 05/31/21				Year Ended 09/30/20			Period from 10/01/20 to 05/31/21				Year Ended 09/30/20

INVESTMENT INCOME
Dividends — unaffiliated		$	14,537,829		$	17,932,697			$	77,233,499			$	90,766,023
Dividends — affiliated			2,659			107,979				20,601				894,474
Interest — unaffiliated			14			35				192				52
Securities lending income — affiliated — net			145,748			125,453				304,936				1,625,755
Foreign taxes withheld			(219,212	)		(156,673	)			(2,348,082	)			(1,313,279	)


Total investment income			14,467,038			18,009,491				75,211,146				91,973,025


EXPENSES
Investment advisory			17,609,176			21,099,989				46,539,407				54,843,910
Service and distribution — class specific			4,670,546			6,570,790				11,525,261				16,396,533
Transfer agent — class specific			2,114,354			3,327,823				7,179,339				8,943,282
Accounting services			178,704			227,663				400,783				493,935
Registration			101,562			173,246				291,214				272,071
Professional			79,009			160,277				107,190				168,856
Custodian			26,379			74,932				233,713				202,646
Printing and postage			24,875			76,860				39,353				172,283
Directors and Officer			12,610			17,854				78,085				111,187
Administration			—			—				2,395,308				2,842,195
Administration — class specific			—			—				1,397,133				1,632,904
Miscellaneous			35,414			69,764				92,348				94,096


Total expenses			24,852,629			31,799,198				70,279,134				86,173,898
Less:
Fees waived and/or reimbursed by the Manager			(6,124	)		(11,199	)			(51,241	)			(114,263	)


Total expenses after fees waived and/or reimbursed			24,846,505			31,787,999				70,227,893				86,059,635


Net investment income (loss)			(10,379,467	)		(13,778,508	)			4,983,253				5,913,390


REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated			437,780,507			263,274,164				461,142,025				470,342,858
Investments — affiliated			(1,584	)		(14,183	)			118,986				(25,639	)
Capital gain distributions from investment companies — affiliated			—			51				—				19
Forward foreign currency exchange contracts			—			—				—				598,301
Foreign currency transactions			10,519			208,641				96,336				(299,635	)
Payment by affiliate			—			—				—				5,622


			437,789,442			263,468,673				461,357,347				470,621,526

Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated			297,347,727			874,192,991				823,109,289				1,457,649,689
Investments — affiliated			(238	)		238				(124,065	)			95,877
Forward foreign currency exchange contracts			—			—				—				(4,310,704	)
Foreign currency translations			602			59				28,403				35,927


			297,348,091			874,193,288				823,013,627				1,453,470,789


Net realized and unrealized gain			735,137,533			1,137,661,961				1,284,370,974				1,924,092,315

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	724,758,066		$	1,123,883,453			$	1,289,354,227			$	1,930,005,705

See notes to financial statements.


FINANCIAL STATEMENTS		35

Statements of Operations (continued)


	BlackRock Mid-Cap Growth Equity Portfolio								BlackRock Technology Opportunities Fund

	Period from 10/01/20 to 05/31/21				Year Ended 09/30/20			Period from 10/01/20 to 05/31/21				Year Ended 09/30/20

INVESTMENT INCOME
Dividends — unaffiliated		$	25,778,456		$	23,039,197			$	13,330,358		$	11,834,544
Dividends — affiliated			7,524			1,326,119				62,297			617,982
Interest — unaffiliated			484			9,192				—			33
Securities lending income — affiliated — net			368,781			2,470,585				748,771			2,490,108
Foreign taxes withheld			(854,230	)		(352,846	)			(780,112	)		(834,624	)


Total investment income			25,301,015			26,492,247				13,361,314			14,108,043


EXPENSES
Investment advisory			57,847,608			45,769,022				39,097,181			25,793,417
Transfer agent — class specific			8,500,406			8,000,448				5,216,614			3,816,115
Service and distribution — class specific			6,563,002			6,735,726				6,936,138			5,033,545
Administration			3,116,676			2,503,558				1,826,112			1,239,289
Administration — class specific			1,853,525			1,422,489				1,045,967			661,766
Registration			816,171			1,232,918				408,656			334,221
Accounting services			523,456			435,581				306,069			222,331
Directors and Officer			94,810			117,769				67,362			24,997
Professional			74,576			109,443				106,750			140,388
Custodian			62,098			87,452				196,114			231,422
Printing and postage			47,249			104,053				40,458			75,387
Offering			—			—				20,177			70,747
Recoupment of past waived and/or reimbursed fees — class specific			—			8,901				—			—
Miscellaneous			77,874			94,142				73,474			93,253


Total expenses			79,577,451			66,621,502				55,341,072			37,736,878
Less:
Fees waived and/or reimbursed by the Manager			(18,100	)		(56,100	)			(146,067	)		(142,411	)
Administration fees waived — class specific			(586,739	)		(1,182,166	)			(280,085	)		(652,346	)
Transfer agent fees waived and/or reimbursed — class specific			(424,980	)		(2,466,563	)			(50,982	)		(1,415,795	)


Total expenses after fees waived and/or reimbursed			78,547,632			62,916,673				54,863,938			35,526,326


Net investment loss			(53,246,617	)		(36,424,426	)			(41,502,624	)		(21,418,283	)


REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated			826,401,961			(135,875,392	)			640,509,961			172,962,436
Investments — affiliated			86,076			(199,018	)			69,685			(95,721	)
Capital gain distributions from investment companies — affiliated			—			65				—			106
Options written			—			—				—			3,140,605
Foreign currency transactions			131,039			(4,397	)			(341,600	)		(57,065	)


			826,619,076			(136,078,742	)			640,238,046			175,950,361

Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated			2,105,497,303			2,120,729,988				755,861,370			1,780,578,241
Investments — affiliated			(117,810	)		5,299,499				(96,902	)		79,317
Options written			—			—				—			(2,295,938	)
Foreign currency translations			4,633			550				(2,812	)		2,125


			2,105,384,126			2,126,030,037				755,761,656			1,778,363,745


Net realized and unrealized gain			2,932,003,202			1,989,951,295				1,395,999,702			1,954,314,106


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	2,878,756,585		$	1,953,526,869			$	1,354,497,078		$	1,932,895,823

See notes to financial statements.


36		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Changes in Net Assets


	BlackRock Capital Appreciation Fund, Inc.									BlackRock Health Sciences Opportunities Portfolio
	Period from 10/01/20 to 05/31/21									Period from 10/01/20 to 05/31/21
				Year Ended September 30,									Year Ended September 30,
				2020			2019						2020			2019

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income (loss)	$	(10,379,467	)	$	(13,778,508	)	$	(11,300,925	)	$	4,983,253		$	5,913,390		$	14,156,658
Net realized gain		437,789,442			263,468,673			318,120,921			461,357,347			470,621,526			248,179,419
Net change in unrealized appreciation (depreciation)		297,348,091			874,193,288			(268,373,688	)		823,013,627			1,453,470,789			(405,539,429	)


Net increase (decrease) in net assets resulting from operations		724,758,066			1,123,883,453			38,446,308			1,289,354,227			1,930,005,705			(143,203,352	)


DISTRIBUTIONS TO SHAREHOLDERS^(a)
Institutional		(47,032,427	)		(61,220,948	)		(58,635,861	)		(236,292,708	)		(133,372,174	)		(213,418,441	)
Service		—			—			—			(1,751,322	)		(1,566,602	)		(2,760,129	)
Investor A		(126,248,381	)		(171,947,041	)		(188,919,842	)		(140,009,572	)		(110,003,143	)		(205,102,599	)
Investor C		(6,947,477	)		(27,908,760	)		(30,929,486	)		(33,996,654	)		(32,853,783	)		(64,666,685	)
Class K		(35,787,376	)		(53,180,058	)		(59,344,335	)		(16,869,954	)		(8,869,488	)		(9,775,861	)
Class R		(2,603,694	)		(6,531,099	)		(9,911,308	)		(11,060,255	)		(9,076,173	)		(17,068,915	)

Decrease in net assets resulting from distributions to shareholders		(218,619,355	)		(320,787,906	)		(347,740,832	)		(439,980,465	)		(295,741,363	)		(512,792,630	)


CAPITAL SHARE TRANSACTIONS

Net increase (decrease) in net assets derived from capital share transactions		155,445,036			(27,394,787	)		169,804,332			466,623,805			1,182,928,419			387,357,211


NET ASSETS
Total increase (decrease) in net assets		661,583,747			775,700,760			(139,490,192	)		1,315,997,567			2,817,192,761			(268,638,771	)
Beginning of period		3,916,573,407			3,140,872,647			3,280,362,839			9,688,156,154			6,870,963,393			7,139,602,164


End of period	$	4,578,157,154		$	3,916,573,407		$	3,140,872,647		$	11,004,153,721		$	9,688,156,154		$	6,870,963,393

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

See notes to financial statements.


FINANCIAL STATEMENTS		37

Statements of Changes in Net Assets (continued)


	BlackRock Mid-Cap Growth Equity Portfolio									BlackRock Technology Opportunities Fund
		Period from 10/01/20 to 05/31/21									Period from 10/01/20 to 05/31/21
					Year Ended September 30,									Year Ended September 30,
				2020			2019						2020			2019

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment loss	$	(53,246,617	)	$	(36,424,426	)	$	(15,689,683	)	$	(41,502,624	)	$	(21,418,283	)	$	(8,157,876	)
Net realized gain (loss)		826,619,076			(136,078,742	)		28,921,072			640,238,046			175,950,361			(61,661,485	)
Net change in unrealized appreciation (depreciation)		2,105,384,126			2,126,030,037			264,145,012			755,761,656			1,778,363,745			132,051,456


Net increase in net assets resulting from operations		2,878,756,585			1,953,526,869			277,376,401			1,354,497,078			1,932,895,823			62,232,095


DISTRIBUTIONS TO SHAREHOLDERS^(a)
Institutional		—			(11,711,597	)		(46,726,775	)		(208,169,245	)		(17,084,274	)		(6,001,514	)
Service		—			(273,908	)		(1,401,342	)		(2,913,204	)		(352,518	)		(157,877	)
Investor A		—			(6,421,423	)		(34,767,549	)		(106,808,619	)		(11,380,166	)		(6,288,805	)
Investor C		—			(1,289,821	)		(7,179,094	)		(22,700,269	)		(3,074,126	)		(1,647,499	)
Class K		—			(3,237,003	)		(6,780,414	)		(4,050,980	)		—			—
Class R		—			(199,360	)		(1,021,014	)		(2,280,695	)		(319,966	)		(145,876	)


Decrease in net assets resulting from distributions to shareholders		—			(23,133,112	)		(97,876,188	)		(346,923,012	)		(32,211,050	)		(14,241,571	)


CAPITAL SHARE TRANSACTIONS

Net increase in net assets derived from capital share transactions		2,837,630,804			3,425,268,658			2,596,390,711			1,260,987,033			2,099,939,457			465,131,159


NET ASSETS
Total increase in net assets		5,716,387,389			5,355,662,415			2,775,890,924			2,268,561,099			4,000,624,230			513,121,683
Beginning of period		10,356,013,863			5,000,351,448			2,224,460,524			5,897,752,910			1,897,128,680			1,384,006,997


End of period	$	16,072,401,252		$	10,356,013,863		$	5,000,351,448		$	8,166,314,009		$	5,897,752,910		$	1,897,128,680

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

See notes to financial statements.


38		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)


	BlackRock Capital Appreciation Fund, Inc.
	Institutional
	Period from 10/01/20 to 05/31/21
				Year Ended September 30,
				2020				2019			2018			2017			2016

Net asset value, beginning of period	$	38.32			$	30.52		$	33.72		$	29.08		$	25.17		$	24.97


Net investment income (loss)^(a)		(0.06	)			(0.07	)		(0.05	)		0.00	^(b)(c)		0.01	^(d)		(0.03	)

Net realized and unrealized gain		7.06				10.81			0.23			7.97			4.78			2.81


Net increase from investment operations		7.00				10.74			0.18			7.97			4.79			2.78


Distributions from net realized gain^(e)		(2.00	)			(2.94	)		(3.38	)		(3.33	)		(0.88	)		(2.58	)


Net asset value, end of period	$	43.32			$	38.32		$	30.52		$	33.72		$	29.08		$	25.17


Total Return^(f)
Based on net asset value		18.72	%^(g)			38.17	%		1.77	%		30.19	%		19.89	%		11.41	%


Ratios to Average Net Assets
Total expenses		0.72	%^(h)			0.75	%		0.75	%		0.76	%		0.81	%		0.77	%


Total expenses after fees waived and/or reimbursed		0.72	%^(h)			0.75	%		0.75	%		0.76	%		0.81	%		0.77	%


Net investment income (loss)		(0.21	)%^(h)			(0.22	)%		(0.17	)%		0.01	%^(b)		0.05	%^(d)		(0.11	)%


Supplemental Data

Net assets, end of period (000)	$	1,072,833			$	911,484		$	644,983		$	600,032		$	508,965		$	524,492


Portfolio turnover rate		25	%			42	%		48	%		42	%		62	%		78	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

^(d)	Net investment income per share and the ratio of net investment income to average net assets includes $0.04 per share and 0.17%, respectively, resulting from a special dividend.

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

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

^(g)	Aggregate total return.

^(h)	Annualized.

See notes to financial statements.


FINANCIAL HIGHLIGHTS		39

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Capital Appreciation Fund, Inc. (continued)
	Investor A
	Period from 10/01/20 to 05/31/21
				Year Ended September 30,
				2020				2019			2018			2017			2016

Net asset value, beginning of period	$	34.74			$	27.99		$	31.25		$	27.16		$	23.63		$	23.66


Net investment loss^(a)		(0.11	)			(0.14	)		(0.12	)		(0.08	)^(b)		(0.06	)^(c)		(0.10	)

Net realized and unrealized gain		6.37				9.83			0.18			7.41			4.47			2.65


Net increase from investment operations		6.26				9.69			0.06			7.33			4.41			2.55


Distributions from net realized gain^(d)		(2.00	)			(2.94	)		(3.32	)		(3.24	)		(0.88	)		(2.58	)


Net asset value, end of period	$	39.00			$	34.74		$	27.99		$	31.25		$	27.16		$	23.63


Total Return^(e)
Based on net asset value		18.51	%^(f)			37.84	%		1.48	%		29.85	%		19.57	%		11.04	%


Ratios to Average Net Assets
Total expenses		0.97	%^(g)			1.01	%		1.01	%		1.04	%		1.08	%		1.08	%


Total expenses after fees waived and/or reimbursed		0.97	%^(g)			1.01	%		1.01	%		1.04	%		1.08	%		1.08	%


Net investment loss		(0.46	)%^(g)			(0.48	)%		(0.43	)%		(0.28	)%^(b)		(0.23	)%^(c)		(0.42	)%


Supplemental Data

Net assets, end of period (000)	$	2,551,211			$	2,195,906		$	1,692,630		$	1,751,581		$	1,597,563		$	1,521,267


Portfolio turnover rate		25	%			42	%		48	%		42	%		62	%		78	%

^(a)	Based on average shares outstanding.

^(b)	Net investment loss per share and the ratio of net investment loss to average net assets includes $ 0.06 per share and 0.21%, respectively, resulting from a special dividend.

^(c)	Net investment loss per share and the ratio of net investment loss to average net assets includes $ 0.04 per share and 0.17%, respectively, resulting from a special dividend.

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

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

^(f)	Aggregate total return.

^(g)	Annualized.

See notes to financial statements.


40		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Capital Appreciation Fund, Inc. (continued)

	Investor C

	Period from 10/01/20 to 05/31/21
					Year Ended September 30,
						2020			2019			2018			2017			2016

Net asset value, beginning of period		$	23.27			$	19.81		$	23.29		$	20.88		$	18.52		$	19.19


Net investment loss^(a)			(0.20	)			(0.25	)		(0.24	)		(0.23	)^(b)		(0.20	)^(c)		(0.22	)

Net realized and unrealized gain			4.20				6.65			0.04			5.56			3.44			2.13


Net increase (decrease) from investment operations			4.00				6.40			(0.20	)		5.33			3.24			1.91


Distributions from net realized gain^(d)			(2.00	)			(2.94	)		(3.28	)		(2.92	)		(0.88	)		(2.58	)


Net asset value, end of period		$	25.27			$	23.27		$	19.81		$	23.29		$	20.88		$	18.52


Total Return^(e)
Based on net asset value			17.89	%^(f)			36.73	%		0.72	%		28.77	%		18.61	%		10.19	%


Ratios to Average Net Assets
Total expenses			1.77	%^(g)			1.79	%		1.81	%		1.84	%		1.89	%		1.89	%


Total expenses after fees waived and/or reimbursed			1.77	%^(g)			1.79	%		1.81	%		1.84	%		1.89	%		1.89	%


Net investment loss			(1.27	)%^(g)			(1.26	)%		(1.23	)%		(1.09	)%^(b)		(1.06	)%^(c)		(1.23	)%


Supplemental Data

Net assets, end of period (000)		$	72,075			$	89,336		$	195,908		$	276,097		$	286,460		$	515,154


Portfolio turnover rate			25	%			42	%		48	%		42	%		62	%		78	%

^(a)	Based on average shares outstanding.

^(b)	Net investment loss per share and the ratio of net investment loss to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

^(c)	Net investment loss per share and the ratio of net investment loss to average net assets includes $0.04 per share and 0.17%, respectively, resulting from a special dividend.

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

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

^(f)	Aggregate total return.

^(g)	Annualized.

See notes to financial statements.


FINANCIAL HIGHLIGHTS		41

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Capital Appreciation Fund, Inc. (continued)

	Class K

	Period from 10/01/20 to 05/31/21
					Year Ended September 30,
						2020			2019			2018			2017			2016

Net asset value, beginning of period		$	38.63			$	30.71		$	33.91		$	29.24		$	25.27		$	25.04


Net investment income (loss)^(a)			(0.03	)			(0.04	)		(0.02	)		0.04	^(b)		0.05	^(c)		(0.00	)^(d)

Net realized and unrealized gain			7.11				10.90			0.23			8.01			4.80			2.81


Net increase from investment operations			7.08				10.86			0.21			8.05			4.85			2.81


Distributions from net realized gain^(e)			(2.00	)			(2.94	)		(3.41	)		(3.38	)		(0.88	)		(2.58	)


Net asset value, end of period		$	43.71			$	38.63		$	30.71		$	33.91		$	29.24		$	25.27


Total Return^(f)
Based on net asset value			18.78	%^(g)			38.33	%		1.86	%		30.36	%		20.05	%		11.50	%


Ratios to Average Net Assets
Total expenses			0.63	%^(h)			0.64	%		0.65	%		0.65	%		0.67	%		0.67	%


Total expenses after fees waived and/or reimbursed			0.63	%^(h)			0.64	%		0.64	%		0.65	%		0.67	%		0.66	%


Net investment income (loss)			(0.13	)%^(h)			(0.11	)%		(0.06	)%		0.14	%^(b)		0.18	%^(c)		(0.00	)%⁽ⁱ⁾


Supplemental Data

Net assets, end of period (000)		$	845,106			$	682,107		$	552,523		$	568,169		$	425,347		$	411,146


Portfolio turnover rate			25	%			42	%		48	%		42	%		62	%		78	%

^(a)	Based on average shares outstanding.

^(b)	Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

^(c)	Net investment income per share and the ratio of net investment income to average net assets includes $0.04 per share and 0.17%, respectively, resulting from a special dividend.

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

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

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

^(g)	Aggregate total return.

^(h)	Annualized.

⁽ⁱ⁾	Amount is greater than (0.005)%.

See notes to financial statements.


42		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Capital Appreciation Fund, Inc. (continued)

	Class R

	Period from 10/01/20 to 05/31/21
					Year Ended September 30,
						2020			2019			2018			2017			2016

Net asset value, beginning of period		$	27.30			$	22.65		$	26.00		$	23.12		$	20.30		$	20.71


Net investment loss^(a)			(0.15	)			(0.17	)		(0.16	)		(0.13	)^(b)		(0.10	)^(c)		(0.13	)

Net realized and unrealized gain			4.97				7.76			0.09			6.19			3.80			2.30


Net increase (decrease) from investment operations			4.82				7.59			(0.07	)		6.06			3.70			2.17


Distributions from net realized gain^(d)			(2.00	)			(2.94	)		(3.28	)		(3.18	)		(0.88	)		(2.58	)


Net asset value, end of period		$	30.12			$	27.30		$	22.65		$	26.00		$	23.12		$	20.30


Total Return^(e)
Based on net asset value			18.26	%^(f)			37.45	%		1.19	%		29.49	%		19.27	%		10.75	%


Ratios to Average Net Assets
Total expenses			1.30	%^(g)			1.28	%		1.29	%		1.30	%		1.35	%		1.35	%


Total expenses after fees waived and/or reimbursed			1.30	%^(g)			1.28	%		1.29	%		1.30	%		1.35	%		1.34	%


Net investment loss			(0.80	)%^(g)			(0.75	)%		(0.71	)%		(0.54	)%^(b)		(0.50	)%^(c)		(0.69	)%


Supplemental Data

Net assets, end of period (000)		$	36,933			$	37,741		$	54,828		$	84,484		$	75,765		$	76,138


Portfolio turnover rate			25	%			42	%		48	%		42	%		62	%		78	%

^(a)	Based on average shares outstanding.

^(b)	Net investment loss per share and the ratio of net investment loss to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

^(c)	Net investment loss per share and the ratio of net investment loss to average net assets includes $0.04 per share and 0.17%, respectively, resulting from a special dividend.

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

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

^(f)	Aggregate total return.

^(g)	Annualized.

See notes to financial statements.


FINANCIAL HIGHLIGHTS		43

Financial Highlights

(For a share outstanding throughout each period)


		BlackRock Health Sciences Opportunities Portfolio

		Institutional

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
							2020			2019			2018			2017			2016

Net asset value, beginning of period			$	75.37			$	61.55		$	67.67		$	57.28		$	50.30		$	52.51


Net investment income^(a)				0.13				0.19			0.28			0.24			0.14			0.13
Net realized and unrealized gain (loss)				9.66				16.26			(1.64	)		12.18			7.92			3.87


Net increase (decrease) from investment operations				9.79				16.45			(1.36	)		12.42			8.06			4.00


Distributions^(b)
From net investment income				(0.13	)			(0.32	)		(0.23	)		(0.02	)		—			(0.77	)
From net realized gain				(3.26	)			(2.31	)		(4.53	)		(2.01	)		(1.08	)		(5.44	)


Total distributions				(3.39	)			(2.63	)		(4.76	)		(2.03	)		(1.08	)		(6.21	)


Net asset value, end of period			$	81.77			$	75.37		$	61.55		$	67.67		$	57.28		$	50.30


Total Return^(c)
Based on net asset value				13.37	%^(d)			27.34	%^(e)		(1.84	)%		22.47	%		16.53	%		7.99	%


Ratios to Average Net Assets
Total expenses				0.84	%^(f)			0.85	%		0.85	%^(g)		0.87	%		0.89	%		0.90	%^(g)


Total expenses after fees waived and/or reimbursed				0.84	%^(f)			0.85	%		0.84	%^(g)		0.86	%		0.89	%		0.90	%^(g)


Net investment income				0.24	%^(f)			0.28	%		0.45	%^(g)		0.40	%		0.27	%		0.25	%^(g)


Supplemental Data

Net assets, end of period (000)			$	5,990,131			$	5,133,191		$	3,095,352		$	2,944,146		$	2,190,418		$	1,544,880


Portfolio turnover rate				19	%			28	%		41	%		39	%		39	%		50	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(f) Annualized. ^(g) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:
			Period from 10/01/20 to 05/31/21
							Year Ended September 30,
							2020			2019			2018			2017			2016

	Investments in underlying funds			—	%			—	%		0.01	%		—	%		—	%		0.01	%

See notes to financial statements.


44		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Health Sciences Opportunities Portfolio (continued)

		Service

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
							2020			2019			2018			2017			2016

Net asset value, beginning of period			$	71.63			$	58.66		$	64.73		$	54.90		$	48.39		$	50.77


Net investment income (loss)^(a)				(0.03	)			(0.01	)		0.08			0.05			(0.01	)		(0.01	)
Net realized and unrealized gain (loss)				9.18				15.48			(1.57	)		11.67			7.60			3.74


Net increase (decrease) from investment operations				9.15				15.47			(1.49	)		11.72			7.59			3.73


Distributions^(b)
From net investment income				—				(0.19	)		(0.05	)		—			—			(0.67	)
From net realized gain				(3.15	)			(2.31	)		(4.53	)		(1.89	)		(1.08	)		(5.44	)


Total distributions				(3.15	)			(2.50	)		(4.58	)		(1.89	)		(1.08	)		(6.11	)


Net asset value, end of period			$	77.63			$	71.63		$	58.66		$	64.73		$	54.90		$	48.39


Total Return^(c)
Based on net asset value				13.15	%^(d)			26.96	%^(e)		(2.16	)%		22.10	%		16.20	%		7.69	%


Ratios to Average Net Assets
Total expenses				1.14	%^(f)			1.15	%		1.15	%^(g)		1.17	%		1.17	%		1.17	%^(g)


Total expenses after fees waived and/or reimbursed				1.14	%^(f)			1.15	%		1.15	%^(g)		1.16	%		1.17	%		1.17	%^(g)


Net investment income (loss)				(0.07	)%^(f)			(0.02	)%		0.14	%^(g)		0.10	%		(0.02	)%		(0.03	)%^(g)


Supplemental Data

Net assets, end of period (000)			$	43,825			$	40,252		$	34,708		$	39,325		$	33,231		$	31,917


Portfolio turnover rate				19	%			28	%		41	%		39	%		39	%		50	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(f) Annualized. ^(g) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

			Period from 10/01/20 to 05/31/21
							Year Ended September 30,
							2020			2019			2018			2017			2016

	Investments in underlying funds			—	%			—	%		0.01	%		—	%		—	%		0.01	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		45

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Health Sciences Opportunities Portfolio (continued)

		Investor A

		Period from 10/01/20 to 05/31/21			Year Ended September 30,
		Period from 10/01/20 to 05/31/21				2020			2019			2018			2017			2016

Net asset value, beginning of period		$	71.37			$	58.45		$	64.50		$	54.70		$	48.22		$	50.61


Net investment income (loss)^(a)			(0.01	)			0.01			0.10			0.06			(0.01	)		(0.01	)
Net realized and unrealized gain (loss)			9.15				15.42			(1.56	)		11.63			7.57			3.73


Net increase (decrease) from investment operations			9.14				15.43			(1.46	)		11.69			7.56			3.72


Distributions^(b)
From net investment income			—				(0.20	)		(0.06	)		—			—			(0.67	)
From net realized gain			(3.20	)			(2.31	)		(4.53	)		(1.89	)		(1.08	)		(5.44	)


Total distributions			(3.20	)			(2.51	)		(4.59	)		(1.89	)		(1.08	)		(6.11	)


Net asset value, end of period		$	77.31			$	71.37		$	58.45		$	64.50		$	54.70		$	48.22


Total Return^(c)
Based on net asset value			13.18	%^(d)			26.99	%^(e)		(2.11	)%		22.13	%		16.20	%		7.70	%


Ratios to Average Net Assets
Total expenses			1.10	%^(f)			1.11	%		1.12	%^(g)		1.15	%		1.17	%		1.18	%^(g)


Total expenses after fees waived and/or reimbursed			1.10	%^(f)			1.11	%		1.12	%^(g)		1.14	%		1.17	%		1.18	%^(g)


Net investment income (loss)			(0.02	)%^(f)			0.01	%		0.17	%^(g)		0.11	%		(0.02	)%		(0.03	)%^(g)


Supplemental Data

Net assets, end of period (000)		$	3,496,818			$	3,135,882		$	2,598,888		$	2,767,303		$	2,597,901		$	2,701,948


Portfolio turnover rate			19	%			28	%		41	%		39	%		39	%		50	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(f) Annualized. ^(g) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
						2020			2019			2018			2017			2016

	Investments in underlying funds		—	%			—	%		0.01	%		—	%		—	%		0.01	%

See notes to financial statements.


46		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


			BlackRock Health Sciences Opportunities Portfolio (continued)

			Investor C
		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
						2020				2019			2018			2017			2016

Net asset value, beginning of period			$	61.38			$	50.74		$	56.55		$	48.54		$	43.22		$	46.05


Net investment loss^(a)				(0.33	)			(0.40	)		(0.28	)		(0.30	)		(0.33	)		(0.32	)
Net realized and unrealized gain (loss)				7.85				13.34			(1.38	)		10.20			6.73			3.37


Net increase (decrease) from investment operations				7.52				12.94			(1.66	)		9.90			6.40			3.05


Distributions^(b)
From net investment income				—				—			—			—			—			(0.44	)
From net realized gain				(2.75	)			(2.30	)		(4.15	)		(1.89	)		(1.08	)		(5.44	)


Total distributions				(2.75	)			(2.30	)		(4.15	)		(1.89	)		(1.08	)		(5.88	)


Net asset value, end of period			$	66.15			$	61.38		$	50.74		$	56.55		$	48.54		$	43.22


Total Return^(c)
Based on net asset value				12.61	%^(d)			26.09	%^(e)		(2.82	)%		21.22	%		15.37	%		6.92	%


Ratios to Average Net Assets
Total expenses				1.84	%^(f)			1.85	%		1.85	%^(g)		1.87	%		1.90	%		1.90	%^(g)


Total expenses after fees waived and/or reimbursed				1.84	%^(f)			1.85	%		1.85	%^(g)		1.87	%		1.90	%		1.90	%^(g)


Net investment loss				(0.77	)%^(f)			(0.72	)%		(0.56	)%^(g)		(0.61	)%		(0.75	)%		(0.75	)%^(g)


Supplemental Data

Net assets, end of period (000)			$	719,525			$	773,522		$	745,636		$	1,017,205		$	954,780		$	1,130,051


Portfolio turnover rate				19	%			28	%		41	%		39	%		39	%		50	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(f) Annualized. ^(g) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from 10/01/20 to 05/31/21
							Year Ended September 30,
							2020			2019			2018			2017			2016

	Investments in underlying funds			—	%			—	%		0.01	%		—	%		—	%		0.01	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		47

Financial Highlights (continued)

(For a share outstanding throughout each period)


			BlackRock Health Sciences Opportunities Portfolio (continued)

			Class K

		Period from																	Period from
		10/01/20						Year Ended September 30,														06/08/16	^(a)
		to 05/31/21				2020				2019			2018			2017			to 09/30/16

Net asset value, beginning of period			$	75.50			$	61.63		$	67.75		$	57.37		$	50.32				$	49.82


Net investment income^(b)				0.18				0.27			0.34			0.32			0.26					0.09
Net realized and unrealized gain (loss)				9.68				16.28			(1.65	)		12.17			7.87					0.41


Net increase (decrease) from investment operations				9.86				16.55			(1.31	)		12.49			8.13					0.50


Distributions^(c)
From net investment income				(0.19	)			(0.37	)		(0.28	)		(0.10	)		—					—
From net realized gain				(3.26	)			(2.31	)		(4.53	)		(2.01	)		(1.08	)				—


Total distributions				(3.45	)			(2.68	)		(4.81	)		(2.11	)		(1.08	)				—


Net asset value, end of period			$	81.91			$	75.50		$	61.63		$	67.75		$	57.37				$	50.32


Total Return^(d)
Based on net asset value				13.45	%^(e)			27.47	%^(f)		(1.75	)%		22.58	%		16.67	%				1.00	%^(e)


Ratios to Average Net Assets
Total expenses				0.74	%^(g)			0.75	%		0.75	%^(h)		0.77	%		0.78	%				0.82	%^(g)(h)


Total expenses after fees waived and/or reimbursed				0.74	%^(g)			0.75	%		0.75	%^(h)		0.76	%		0.78	%				0.82	%^(g)(h)


Net investment income				0.34	%^(g)			0.39	%		0.55	%^(h)		0.53	%		0.47	%				0.54	%^(g)(h)


Supplemental Data

Net assets, end of period (000)			$	464,179			$	344,822		$	171,517		$	130,129		$	48,253				$	2,495


Portfolio turnover rate				19	%			28	%		41	%		39	%		39	%				50	%⁽ⁱ⁾


^(a) Commencement of operations. ^(b) Based on average shares outstanding. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, assumes the reinvestment of distributions. ^(e) Aggregate total return. ^(f) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(g) Annualized. ^(h) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

			Period from 10/01/20 to 05/31/21																Period from
								Year Ended September 30,														06/08/16	^(a)
								2020			2019			2018			2017			to 09/30/16

	Investments in underlying funds			—	%			—	%		0.01	%		—	%		—	%				0.01	%

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

See notes to financial statements.


48		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


			BlackRock Health Sciences Opportunities Portfolio (continued)

			Class R

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
						2020			2019			2018			2017			2016

Net asset value, beginning of period			$	69.54		$	57.05		$	63.09		$	53.71		$	47.51		$	50.04


Net investment loss^(a)				(0.18	)		(0.20	)		(0.09	)		(0.11	)		(0.16	)		(0.17	)
Net realized and unrealized gain (loss)				8.91			15.05			(1.53	)		11.38			7.44			3.68


Net increase (decrease) from investment operations				8.73			14.85			(1.62	)		11.27			7.28			3.51


Distributions^(b)
From net investment income				—			(0.05	)		—			—			—			(0.60	)
From net realized gain				(2.99	)		(2.31	)		(4.42	)		(1.89	)		(1.08	)		(5.44	)


Total distributions				(2.99	)		(2.36	)		(4.42	)		(1.89	)		(1.08	)		(6.04	)


Net asset value, end of period			$	75.28		$	69.54		$	57.05		$	63.09		$	53.71		$	47.51


Total Return^(c)
Based on net asset value				12.91	%^(d)		26.60	%^(e)		(2.44	)%		21.75	%		15.85	%		7.33	%


Ratios to Average Net Assets
Total expenses				1.44	%^(f)		1.45	%		1.45	%^(g)		1.46	%		1.49	%		1.51	%^(g)


Total expenses after fees waived and/or reimbursed				1.44	%^(f)		1.45	%		1.45	%^(g)		1.46	%		1.49	%		1.51	%^(g)


Net investment loss				(0.37	)%^(f)		(0.32	)%		(0.15	)%^(g)		(0.20	)%		(0.33	)%		(0.35	)%^(g)


Supplemental Data

Net assets, end of period (000)			$	289,676		$	260,488		$	224,862		$	241,495		$	198,426		$	172,640


Portfolio turnover rate				19	%		28	%		41	%		39	%		39	%		50	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Includes a payment received from an affiliate, which had no impact on the Fund’s total return. ^(f) Annualized. ^(g) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:
			Period from 10/01/20 to 05/31/21
						Year Ended September 30,
						2020			2019			2018			2017			2016

	Investments in underlying funds			—	%		—	%		0.01	%		—	%		—	%		0.01	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		49

Financial Highlights

(For a share outstanding throughout each period)


			BlackRock Mid-Cap Growth Equity Portfolio

			Institutional

		Period from

		10/01/20					Year Ended September 30,

		to 05/31/21				2020				2019			2018			2017			2016

Net asset value, beginning of period			$	36.56			$	28.68		$	27.87		$	22.10		$	17.87		$	16.42


Net investment loss^(a)				(0.15	)			(0.14	)		(0.09	)		(0.11	)		(0.05	)^(b)		(0.12	)
Net realized and unrealized gain				9.54				8.14			1.95			6.63			4.28			2.00


Net increase from investment operations				9.39				8.00			1.86			6.52			4.23			1.88


Distributions from net realized gain^(c)				—				(0.12	)		(1.05	)		(0.75	)		—			(0.43	)


Net asset value, end of period			$	45.95			$	36.56		$	28.68		$	27.87		$	22.10		$	17.87


Total Return^(d)
Based on net asset value				25.68	%^(e)			27.98	%		7.43	%		30.34	%		23.67	%		11.60	%


Ratios to Average Net Assets
Total expenses				0.80	%^(f)			0.85	%		0.87	%		0.93	%^(g)		1.08	%^(g)		1.11	%^(g)


Total expenses after fees waived and/or reimbursed				0.80	%^(f)			0.80	%		0.80	%		0.86	%		1.08	%		1.08	%


Net investment loss				(0.52	)%^(f)			(0.43	)%		(0.34	)%		(0.45	)%		(0.25	)%^(b)		(0.71	)%


Supplemental Data
Net assets, end of period (000)			$	9,260,191			$	6,003,280		$	2,700,531		$	1,063,328		$	278,701		$	99,759


Portfolio turnover rate				22	%			35	%		38	%		43	%		59	%		81	%


^(a) Based on average shares outstanding. ^(b) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, assumes the reinvestment of distributions. ^(e) Aggregate total return. ^(f) Annualized. ^(g) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

			Period from 10/01/20 to 05/31/21
							Year Ended September 30,
							2020			2019			2018			2017			2016

	Expense ratios			N/A				N/A			N/A			0.93	%		1.07	%		1.10	%

See notes to financial statements.


50		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Mid-Cap Growth Equity Portfolio (continued)

		Service

		Period from 10/01/20 to 05/31/21			Year Ended September 30,
		Period from 10/01/20 to 05/31/21				2020			2019			2018			2017			2016

Net asset value, beginning of period		$	32.95			$	25.92		$	25.30		$	20.18		$	16.35		$	15.00


Net investment loss^(a)			(0.20	)			(0.19	)		(0.15	)		(0.17	)		(0.12	)^(b)		(0.13	)

Net realized and unrealized gain			8.59				7.34			1.76			6.04			3.95			1.82


Net increase from investment operations			8.39				7.15			1.61			5.87			3.83			1.69


Distributions from net realized gain^(c)			—				(0.12	)		(0.99	)		(0.75	)		—			(0.34	)


Net asset value, end of period.		$	41.34			$	32.95		$	25.92		$	25.30		$	20.18		$	16.35


Total Return^(d)
Based on net asset value			25.46	%^(e)			27.68	%		7.15	%		30.03	%		23.43	%		11.39	%


Ratios to Average Net Assets
Total expenses			1.10	%^(f)			1.11	%		1.16	%		1.25	%^(g)		1.29	%		1.26	%^(g)


Total expenses after fees waived and/or reimbursed			1.05	%^(f)			1.05	%		1.05	%		1.12	%		1.29	%		1.25	%


Net investment loss			(0.78	)%^(f)			(0.67	)%		(0.59	)%		(0.73	)%		(0.67	)%^(b)		(0.88	)%


Supplemental Data

Net assets, end of period (000)		$	104,997			$	83,680		$	61,293		$	33,768		$	12,718		$	1,343


Portfolio turnover rate			22	%			35	%		38	%		43	%		59	%		81	%


^(a) Based on average shares outstanding. ^(b) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, assumes the reinvestment of distributions. ^(e) Aggregate total return. ^(f) Annualized. ^(g) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
						2020			2019			2018			2017			2016

	Expense ratios		N/A				N/A			N/A			1.25	%		N/A			1.24	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		51

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Mid-Cap Growth Equity Portfolio (continued)

		Investor A

		Period from 10/01/ 20 to 05/31/21			Year Ended September 30,
		Period from 10/01/ 20 to 05/31/21			2020			2019			2018			2017			2016

Net asset value, beginning of period		$	31.48		$	24.78		$	24.22		$	19.30		$	15.66		$	14.43


Net investment loss^(a)			(0.19	)		(0.18	)		(0.14	)		(0.18	)		(0.10	)^(b)		(0.15	)
Net realized and unrealized gain			8.21			7.00			1.68			5.79			3.74			1.76


Net increase from investment operations			8.02			6.82			1.54			5.61			3.64			1.61


Distributions from net realized gain^(c)			—			(0.12	)		(0.98	)		(0.69	)		—			(0.38	)


Net asset value, end of period		$	39.50		$	31.48		$	24.78		$	24.22		$	19.30		$	15.66


Total Return^(d)
Based on net asset value			25.48	%^(e)		27.61	%		7.17	%		29.98	%		23.24	%		11.29	%


Ratios to Average Net Assets
Total expenses			1.09	%^(f)		1.14	%		1.16	%		1.29	%^(g)		1.41	%^(g)		1.45	%


Total expenses after fees waived and/or reimbursed			1.05	%^(f)		1.05	%		1.05	%		1.19	%		1.39	%		1.39	%


Net investment loss			(0.78	)%^(f)		(0.67	)%		(0.58	)%		(0.82	)%		(0.59	)%^(b)		(1.02	)%


Supplemental Data

Net assets, end of period (000)		$	2,577,151		$	1,917,773		$	1,335,467		$	801,263		$	525,736		$	394,544


Portfolio turnover rate			22	%		35	%		38	%		43	%		59	%		81	%


^(a) Based on average shares outstanding. ^(b) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(e) Aggregate total return. ^(f) Annualized. ^(g) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

		Period from 10/01/20 to 05/31/21
					Year Ended September 30,
					2020			2019			2018			2017			2016

	Expense ratios		N/A			N/A			N/A			1.26	%		1.39	%		N/A

See notes to financial statements.


52		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Mid-Cap Growth Equity Portfolio (continued)

		Investor C

		Period from 10/01/20 to 05/31/21			Year Ended September 30,
		Period from 10/01/20 to 05/31/21			2020			2019			2018			2017			2016

Net asset value, beginning of period		$	24.20		$	19.21		$	19.04		$	15.36		$	12.55		$	11.68


Net investment loss^(a)			(0.29	)		(0.30	)		(0.24	)		(0.26	)		(0.18	)^(b)		(0.20	)
Net realized and unrealized gain			6.31			5.41			1.28			4.57			2.99			1.41


Net increase from investment operations			6.02			5.11			1.04			4.31			2.81			1.21


Distributions from net realized gain^(c)			—			(0.12	)		(0.87	)		(0.63	)		—			(0.34	)


Net asset value, end of period		$	30.22		$	24.20		$	19.21		$	19.04		$	15.36		$	12.55


Total Return^(d)
Based on net asset value			24.88	%^(e)		26.72	%		6.33	%		29.05	%		22.39	%		10.48	%


Ratios to Average Net Assets
Total expenses			1.80	%^(f)		1.84	%		1.86	%		1.94	%^(g)		2.11	%^(g)		2.14	%^(g)


Total expenses after fees waived and/or reimbursed			1.79	%^(f)		1.80	%		1.80	%		1.88	%		2.10	%		2.12	%


Net investment loss			(1.52	)%^(f)		(1.42	)%		(1.33	)%		(1.49	)%		(1.30	)%^(b)		(1.75	)%


Supplemental Data

Net assets, end of period (000)		$	357,360		$	280,143		$	209,923		$	164,083		$	72,814		$	52,723


Portfolio turnover rate			22	%		35	%		38	%		43	%		59	%		81	%


^(a) Based on average shares outstanding. ^(b) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(e) Aggregate total return. (f) Annualized. ^(g) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

		Period from 10/01/20 to 05/31/21
					Year Ended September 30,
					2020			2019			2018			2017			2016

	Expense ratios		N/A			N/A			N/A			1.94	%		2.10	%		2.13	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		53

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Mid-Cap Growth Equity Portfolio (continued)

		Class K

		Period from															Period from
			10/01/20			Year Ended September 30,														03/28/16	^(a)
		to 05/31/21			2020			2019			2018			2017			to 09/30/16

Net asset value, beginning of period		$	36.66		$	28.74		$	27.93		$	22.14		$	17.88				$	15.57


Net investment loss^(b)			(0.12	)		(0.12	)		(0.09	)		(0.07	)		(0.03	)^(c)				(0.05	)
Net realized and unrealized gain			9.56			8.16			1.96			6.62			4.29					2.36


Net increase from investment operations			9.44			8.04			1.87			6.55			4.26					2.31


Distributions from net realized gain^(d)			—			(0.12	)		(1.06	)		(0.76	)		—					—


Net asset value, end of period		$	46.10		$	36.66		$	28.74		$	27.93		$	22.14				$	17.88


Total Return^(e)
Based on net asset value			25.75	%^(f)		28.06	%		7.47	%		30.46	%		23.83	%				14.84	%^(f)


Ratios to Average Net Assets
Total expenses			0.70	%^(g)		0.73	%^(h)		0.76	%^(h)		0.80	%^(h)		0.95	%				0.98	%^(g)


Total expenses after fees waived and/or reimbursed			0.70	%^(g)		0.73	%		0.75	%		0.76	%		0.95	%				0.97	%^(g)


Net investment loss			(0.42	)%^(g)		(0.36	)%		(0.31	)%		(0.29	)%		(0.17	)%^(c)				(0.59	)%^(g)


Supplemental Data
Net assets, end of period (000)		$	3,674,402		$	2,011,727		$	652,138		$	139,138		$	4,103				$	230


Portfolio turnover rate			22	%		35	%		38	%		43	%		59	%				81	%⁽ⁱ⁾


^(a) Commencement of operations. ^(b) Based on average shares outstanding. ^(c) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(d) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(e) Where applicable, assumes the reinvestment of distributions. ^(f) Aggregate total return. ^(g) Annualized. ^(h) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

		Period from 10/01/20 to 05/31/21															Period from
						Year Ended September 30,														03/28/16	^(a)
						2020			2019			2018			2017			to 09/30/16

	Expense ratios		N/A			0.73	%		0.75	%		0.80	%		N/A					N/A

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

See notes to financial statements.


54		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Mid-Cap Growth Equity Portfolio (continued)

		Class R

		Period from 10/01/20 to 05/31/21
						Year Ended September 30,
					2020			2019			2018			2017			2016

Net asset value, beginning of period		$	30.85		$	24.34		$	23.83		$	19.02		$	15.47		$	14.27


Net investment loss^(a)			(0.25	)		(0.24	)		(0.19	)		(0.22	)		(0.14	)^(b)		(0.18	)
Net realized and unrealized gain			8.05			6.87			1.65			5.69			3.69			1.72


Net increase from investment operations			7.80			6.63			1.46			5.47			3.55			1.54


Distributions from net realized gain^(c)			—			(0.12	)		(0.95	)		(0.66	)		—			(0.34	)


Net asset value, end of period		$	38.65		$	30.85		$	24.34		$	23.83		$	19.02		$	15.47


Total Return^(d)
Based on net asset value			25.28	%^(e)		27.33	%		6.89	%		29.63	%		22.95	%		10.94	%


Ratios to Average Net Assets
Total expenses			1.39	%^(f)		1.45	%		1.47	%		1.59	%^(g)		1.76	%		1.78	%


Total expenses after fees waived and/or reimbursed			1.30	%^(f)		1.30	%		1.30	%		1.43	%		1.65	%		1.65	%


Net investment loss			(1.03	)%^(f)		(0.92	)%		(0.83	)%		(1.05	)%		(0.86	)%^(b)		(1.28	)%


Supplemental Data

Net assets, end of period (000)		$	98,300		$	59,411		$	40,999		$	22,880		$	10,177		$	7,646


Portfolio turnover rate			22	%		35	%		38	%		43	%		59	%		81	%


^(a) Based on average shares outstanding. ^(b) Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.35%, respectively, resulting from a special dividend. ^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(d) Where applicable, assumes the reinvestment of distributions. ^(e) Aggregate total return. ^(f) Annualized. ^(g) Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

		Period from 10/01/20 to 05/31/21
					Year Ended September 30,
					2020			2019			2018			2017			2016

	Expense ratios		N/A			N/A			N/A			1.58	%		N/A			N/A

See notes to financial statements.


FINANCIAL HIGHLIGHTS		55

Financial Highlights

(For a share outstanding throughout each period)


		BlackRock Technology Opportunities Fund
		Institutional

		Period from 10/01/20 to 05/31/21
					Year Ended September 30,
					2020			2019			2018			2017			2016

Net asset value, beginning of period		$	55.33		$	32.63		$	31.83		$	25.64		$	19.18		$	15.61


Net investment loss^(a)			(0.28	)		(0.22	)		(0.10	)		(0.09	)		(0.12	)		(0.08	)
Net realized and unrealized gain			12.67			23.43			1.20			8.25			6.78			3.65


Net increase from investment operations			12.39			23.21			1.10			8.16			6.66			3.57


Distributions from net realized gain^(b)			(2.91	)		(0.51	)		(0.30	)		(1.97	)		(0.20	)		—


Net asset value, end of period		$	64.81		$	55.33		$	32.63		$	31.83		$	25.64		$	19.18


Total Return^(c)
Based on net asset value			22.68	%^(d)		72.07	%		3.63	%		34.02	%		35.13	%		22.87	%


Ratios to Average Net Assets
Total expenses			0.92	%^(e)(f)		0.98	%^(f)		1.02	%^(f)		1.10	%^(f)		1.22	%^(g)		1.27	%


Total expenses after fees waived and/or reimbursed			0.92	%^(e)(f)		0.92	%^(f)		0.92	%^(f)		0.99	%^(f)		1.21	%		1.23	%


Net investment loss			(0.66	)%^(e)(f)		(0.50	)%^(f)		(0.32	)%^(f)		(0.32	)%^(f)		(0.54	)%		(0.49	)%


Supplemental Data
Net assets, end of period (000)		$	4,958,187		$	3,641,519		$	1,033,286		$	584,654		$	147,796		$	78,179


Portfolio turnover rate			25	%		27	%		33	%		49	%		51	%		84	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Annualized. ^(f) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from 10/01/20 to 05/31/21
					Year Ended September 30,
					2020			2019			2018			2017			2016

	Investments in underlying funds		0.01	%		0.01	%		0.01	%		0.01	%		—	%		—	%

^(g)	Includes recoupment of past waived and/or reimbursed fees with no financial impact to the expense ratios.

See notes to financial statements.


56		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Technology Opportunities Fund (continued)

		Service

		Period from 10/01/20 to 05/31/21			Year Ended September 30,
		Period from 10/01/20 to 05/31/21				2020			2019			2018			2017			2016

Net asset value, beginning of period		$	52.20			$	30.88		$	30.22		$	24.44		$	18.34		$	14.96

Net investment loss^(a)			(0.37	)			(0.30	)		(0.17	)		(0.15	)		(0.16	)		(0.12	)
Net realized and unrealized gain			11.94				22.13			1.13			7.85			6.46			3.50


Net increase from investment operations			11.57				21.83			0.96			7.70			6.30			3.38


Distributions from net realized gain^(b)			(2.91	)			(0.51	)		(0.30	)		(1.92	)		(0.20	)		—


Net asset value, end of period		$	60.86			$	52.20		$	30.88		$	30.22		$	24.44		$	18.34


Total Return^(c)
Based on net asset value			22.46	%^(d)			71.68	%		3.36	%		33.74	%		34.77	%		22.59	%


Ratios to Average Net Assets
Total expenses			1.17	%^(e)(f)			1.19	%^(f)		1.25	%^(f)(g)		1.37	%^(f)		1.48	%^(g)		1.49	%


Total expenses after fees waived and/or reimbursed			1.16	%^(e)(f)			1.17	%^(f)		1.17	%^(f)		1.22	%^(f)		1.47	%		1.49	%


Net investment loss			(0.90	)%^(e)(f)			(0.74	)%^(f)		(0.57	)%^(f)		(0.55	)%^(f)		(0.77	)%		(0.74	)%


Supplemental Data

Net assets, end of period (000)		$	83,886			$	50,710		$	20,429		$	15,208		$	6,312		$	2,583


Portfolio turnover rate			25	%			27	%		33	%		49	%		51	%		84	%


^(a)Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c)Where applicable, assumes the reinvestment of distributions. ^(d)Aggregate total return. ^(e)Annualized. ^(f)Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from
		10/01/20				Year Ended September 30,

		to 05/31/21				2020			2019			2018			2017			2016

	Investments in underlying funds		0.01	%			0.01	%		0.01	%		0.01	%		—	%		—	%

^(g)	Includes recoupment of past waived and/or reimbursed fees with no financial impact to the expense ratios.

See notes to financial statements.


FINANCIAL HIGHLIGHTS		57

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Technology Opportunities Fund (continued)

		Investor A

		Period from 10/01/20 to 05/31/21			Year Ended September 30,
		Period from 10/01/20 to 05/31/21			2020			2019			2018			2017			2016

Net asset value, beginning of period		$	51.06		$	30.22		$	29.58		$	23.95		$	17.98		$	14.68

Net investment loss^(a)			(0.36	)		(0.29	)		(0.17	)		(0.16	)		(0.17	)		(0.13	)
Net realized and unrealized gain			11.68			21.64			1.11			7.69			6.34			3.43


Net increase from investment operations			11.32			21.35			0.94			7.53			6.17			3.30


Distributions from net realized gain^(b)			(2.91	)		(0.51	)		(0.30	)		(1.90	)		(0.20	)		—


Net asset value, end of period		$	59.47		$	51.06		$	30.22		$	29.58		$	23.95		$	17.98


Total Return^(c)
Based on net asset value			22.48	%^(d)		71.65	%		3.36	%		33.70	%		34.74	%		22.48	%


Ratios to Average Net Assets
Total expenses			1.19	%^(e)(f)		1.25	%^(f)		1.29	%^(f)		1.38	%^(f)(g)		1.50	%		1.56	%^(g)


Total expenses after fees waived and/or reimbursed			1.17	%^(e)(f)		1.17	%^(f)		1.17	%^(f)		1.26	%^(f)		1.49	%		1.55	%


Net investment loss			(0.91	)%^(e)(f)		(0.74	)%^(f)		(0.58	)%^(f)		(0.59	)%^(f)		(0.83	)%		(0.81	)%


Supplemental Data

Net assets, end of period (000)		$	2,524,052		$	1,773,399		$	672,110		$	627,626		$	271,307		$	180,658


Portfolio turnover rate			25	%		27	%		33	%		49	%		51	%		84	%


^(a⁾ Based on average shares outstanding. ^(b)Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e⁾ Annualized. ^(f) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from
		10/01/20			Year Ended September 30,

		to 05/31/21			2020			2019			2018			2017			2016

	Investments in underlying funds		0.01	%		0.01	%		0.01	%		0.01	%		—	%		—	%

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



	Period from
	10/01/20		Year Ended September 30,

	to 05/31/21		2020		2019		2018			2017		2016

Expense ratios		N/A		N/A		N/A		1.37	%		N/A		1.55	%

See notes to financial statements.


58		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


		BlackRock Technology Opportunities Fund (continued)

		Investor C

		Period from 10/01/20			Year Ended September 30,

		to 05/31/21			2020			2019			2018			2017			2016

Net asset value, beginning of period		$	42.52		$	25.43		$	25.13		$	20.72		$	15.70		$	12.92

Net investment loss^(a)			(0.54	)		(0.48	)		(0.32	)		(0.31	)		(0.28	)		(0.22	)
Net realized and unrealized gain			9.70			18.08			0.92			6.57			5.50			3.00


Net increase from investment operations			9.16			17.60			0.60			6.26			5.22			2.78


Distributions from net realized gain^(b)			(2.91	)		(0.51	)		(0.30	)		(1.85	)		(0.20	)		—


Net asset value, end of period		$	48.77		$	42.52		$	25.43		$	25.13		$	20.72		$	15.70


Total Return^(c)
Based on net asset value			21.89	%^(d)		70.39	%		2.60	%		32.68	%		33.73	%		21.52	%


Ratios to Average Net Assets
Total expenses			1.91	%^(e)(f)		1.98	%^(f)		2.02	%^(f)		2.10	%^(f)(g)		2.27	%		2.35	%


Total expenses after fees waived and/or reimbursed			1.90	%^(e)(f)		1.92	%^(f)		1.92	%^(f)		2.01	%^(f)		2.25	%		2.35	%


Net investment loss			(1.65	)%^(e)(f)		(1.49	)%^(f)		(1.33	)%^(f)		(1.34	)%^(f)		(1.59	)%		(1.61	)%


Supplemental Data

Net assets, end of period (000)		$	427,435		$	317,792		$	152,505		$	142,942		$	76,957		$	56,707


Portfolio turnover rate			25	%		27	%		33	%		49	%		51	%		84	%


^(a) Based on average shares outstanding. ^(b) Distributions for annual periods determined in accordance with U.S. federal income tax regulations. ^(c) Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. ^(d) Aggregate total return. ^(e) Annualized. ^(f) Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

		Period from
		10/01/20			Year Ended September 30,

		to 05/31/21			2020			2019			2018			2017			2016

	Investments in underlying funds		0.01	%		0.01	%		0.01	%		0.01	%		—	%		—	%

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



	Period from
	10/01/20		Year Ended September 30,

	to 05/31/21		2020		2019		2018			2017		2016

Expense ratios		N/A		N/A		N/A		2.09	%		N/A		N/A

See notes to financial statements.


FINANCIAL HIGHLIGHTS		59

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Technology Opportunities Fund (continued)

	Class K

	Period from				Period from
	10/01/20					12/10/19^(a)
	to 05/31/21				to 09/30/20

Net asset value, beginning of period		$	55.36				$	34.59


Net investment loss^(b)			(0.24	)				(0.16	)
Net realized and unrealized gain			12.68					20.93


Net increase from investment operations			12.44					20.77


Distributions from net realized gain			(2.91	)				—


Net asset value, end of period		$	64.89				$	55.36


Total Return^(c)
Based on net asset value			22.77	%^(d)				60.05	%^(d)


Ratios to Average Net Assets
Total expenses			0.83	%^(e)(f)				0.87	%^(e)(f)


Total expenses after fees waived and/or reimbursed			0.82	%^(e)(f)				0.86	%^(e)(f)


Net investment loss			(0.56	)%^(e)(f)				(0.46	)%^(e)(f)


Supplemental Data
Net assets, end of period (000)		$	122,568				$	75,426


Portfolio turnover rate			25	%				27	%^(g)

^(a)	Commencement of operations.

^(b)	Based on average shares outstanding.

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

^(d)	Aggregate total return.

^(e)	Annualized.

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



	Period from			Period from
		10/01/20			12/10/19	^(a)
	to 05/31/21			to 09/30/20

Investments in underlying funds		0.01	%		0.01	%

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

See notes to financial statements.


60		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Technology Opportunities Fund (continued)

	Class R

	Period from 10/01/20 to 05/31/21			Year Ended September 30,
	Period from 10/01/20 to 05/31/21			2020			2019			2018			2017			2016

Net asset value, beginning of period	$	51.37		$	30.48		$	29.90		$	24.20		$	18.21		$	14.92


Net investment loss^(a)		(0.46	)		(0.38	)		(0.24	)		(0.23	)		(0.23	)		(0.17	)
Net realized and unrealized gain		11.75			21.78			1.12			7.78			6.42			3.46


Net increase from investment operations		11.29			21.40			0.88			7.55			6.19			3.29


Distributions from net realized gain^(b)		(2.91	)		(0.51	)		(0.30	)		(1.85	)		(0.20	)		—


Net asset value, end of period	$	59.75		$	51.37		$	30.48		$	29.90		$	24.20		$	18.21


Total Return^(c)
Based on net asset value		22.28	%^(d)		71.20	%		3.12	%		33.35	%		34.41	%		22.05	%


Ratios to Average Net Assets
Total expenses		1.50	%^(e)(f)		1.57	%^(f)		1.60	%^(f)		1.69	%^(f)		1.81	%		1.85	%^(g)


Total expenses after fees waived and/or reimbursed		1.42	%^(e)(f)		1.42	%^(f)		1.42	%^(f)		1.53	%^(f)		1.77	%		1.83	%


Net investment loss		(1.17	)%^(e)(f)		(0.99	)%^(f)		(0.83	)%^(f)		(0.87	)%^(f)		(1.11	)%		(1.09	)%


Supplemental Data

Net assets, end of period (000)	$	50,186		$	38,907		$	18,799		$	13,577		$	9,700		$	6,054


Portfolio turnover rate		25	%		27	%		33	%		49	%		51	%		84	%

^(a)	Based on average shares outstanding.

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

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

^(d)	Aggregate total return.

^(e)	Annualized.

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



	Period from 10/01/20 to 05/31/21
				Year Ended September 30,
				2020			2019			2018			2017			2016

Investments in underlying funds		0.01	%		0.01	%		0.01	%		0.01	%		—	%		—	%

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



	Period from 10/01/20 to 05/31/21
			Year Ended September 30,
			2020		2019		2018		2017		2016

Expense ratios		N/A		N/A		N/A		N/A		N/A		1.84	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS		61

Notes to Financial Statements

1.	*ORGANIZATION*

BlackRock Capital Appreciation Fund, Inc. (the “Corporation”) and BlackRock Funds^SM (the “Trust”) are each registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Corporation is organized as a Maryland corporation. The Trust is organized as a Massachusetts business trust. BlackRock Capital Appreciation Fund, Inc. is the only series of the Corporation. BlackRock Health Sciences Opportunities Portfolio, BlackRock Mid-Cap Growth Equity Portfolio and BlackRock Technology Opportunities Fund are series of the Trust. The following are referred to herein collectively as the “Funds” or individually as a “Fund”:




Fund Name	Herein Referred To As	Diversification Classification


BlackRock Capital Appreciation Fund, Inc.	Capital Appreciation	Diversified

BlackRock Health Sciences Opportunities Portfolio	Health Sciences Opportunities	Diversified

BlackRock Mid-Cap Growth Equity Portfolio	Mid-Cap Growth Equity	Diversified

BlackRock Technology Opportunities Fund	Technology Opportunities	Diversified

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional, Service and Class K Shares are sold only to certain eligible investors. Service, Investor A, Investor C and Class R Shares bear certain expenses related to shareholder servicing of such shares, and Investor C and Class R Shares also bear certain expenses related to the distribution of such shares. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are sold only to certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor C shareholders may vote on material changes to the Investor A Shares distribution and service plan).




Share Class	Initial Sales Charge	CDSC			Conversion Privilege


Institutional, Service, Class K and Class R Shares	No		No		None

Investor A Shares	Yes		No	^(a)	None

Investor C Shares	No		Yes	^(b)	To Investor A Shares after approximately 8 years

^(a)

Investor A Shares may be subject to a contingent deferred sales charge (“CDSC”) for certain redemptions where no initial sales charge was paid at the time of purchase.

^(b)

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

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

On April 7, 2021, the Board approved a change in the fiscal year-end of the Funds from September 30 to May 31, effective as of May 31, 2021.

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

Prior Year Reorganization: The Board on behalf of Capital Appreciation (the “Acquiring Fund”) and the Board of Directors of FDP Series, Inc. on behalf of FDP BlackRock Capital Appreciation Fund (the “Target Fund”) approved the reorganization of the Target Fund into the Acquiring Fund. As a result, the Acquiring Fund acquired substantially all of the assets and assumed certain of the liabilities of the Target Fund in exchange for an equal aggregate value of newly-issued shares of the Acquiring Fund.

Each shareholder of the Target Fund received shares of the Acquiring Fund in an amount equal to the aggregate net asset value (“NAV”) of such shareholder’s Target Fund shares, as determined at the close of business on September 20, 2019, less the costs of the Target Fund’s reorganization.

The reorganization was accomplished by a tax-free exchange of shares of the Acquiring Fund in the following amounts and at the following conversion ratios:




Target Fund’s Share Class	Shares Prior to Reorganization		Conversion Ratio		Acquiring Fund’s Share Class		Shares of the Acquiring Fund


Institutional		225,647		0.48987776		Institutional		110,540

Investor A		3,199,958		0.50700789		Investor A		1,622,404

Investor C		1,318,929		0.60703139		Investor C		800,631

The Target Fund’s net assets and composition of net assets on September 20, 2019, the valuation date of the reorganization were as follows:


	Amounts

Net assets	$	65,978,257


Paid-in capital	$	44,770,564
Accumulated earnings		21,207,693

For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value. However, the cost basis of the investments received from the Target Fund was carried forward to align ongoing reporting of the Acquiring Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.


62		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

The net assets of the Acquiring Fund before the reorganization were $3,154,198,957. The aggregate net assets of the Acquiring Fund immediately after the reorganization amounted to $3,220,177,214. The Target Fund’s fair value and cost of financial instruments prior to the reorganization were as follows:




Target Fund	Fair Value of Investments		Cost of Investments


FDP BlackRock Capital Appreciation Fund	$	66,247,620	$	44,935,571

The purpose of the transaction was to combine the assets of the Target Fund with the assets of the Acquiring Fund. The reorganization was a tax-free event and was effective on September 23, 2019.

Assuming the reorganization had been completed on October 1, 2018, the beginning of the fiscal reporting period of the Acquiring Fund, the pro forma results of operations for the year ended September 30, 2019, are as follows:

•

Net investment loss: $(11,983,782)

•

Net realized and change in unrealized gain on investments: $51,842,146

•

Net increase in net assets resulting from operations: $39,858,364

Because the combined investment portfolios have been managed as a single integrated portfolio since the reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of the Target Fund that have been included in the Acquiring Fund’s Statement of Operations since September 23, 2019.

Reorganization costs incurred by the Acquiring Fund in connection with the reorganization were expensed by the Acquiring Fund.

2.	*SIGNIFICANT ACCOUNTING POLICIES*

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

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Funds are informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, are recognized daily on an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

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

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

Foreign Taxes: The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of May 31, 2021, if any, are disclosed in the Statements of Assets and Liabilities.

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

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


NOTES TO FINANCIAL STATEMENTS		63

Notes to Financial Statements (continued)

Offering Costs: Offering costs are amortized over a 12-month period beginning with the commencement of operations of a class of shares.

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

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

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

3.	*INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS*

Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

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

•

Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

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 Funds’ net assets. Each business day, the Funds uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and over-the-counter (“OTC”) options (the “Systematic Fair Value Price”). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

•

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

If events (e.g., a market closure, market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that 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 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 each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant 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.

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



*Standard Inputs Generally Considered By Third Party Pricing Services*

Market approach	(i)	recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers;
	(ii)	recapitalizations and other transactions across the capital structure; and
	(iii)	market multiples of comparable issuers.

Income approach	(i)	future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks;
	(ii)	quoted prices for similar investments or assets in active markets; and
	(iii)	other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.

Cost approach	(i)	audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company;
	(ii)	changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company;
	(iii)	relevant news and other public sources; and
	(iv)	known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.


64		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

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

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

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

•

Level 1 – Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Fund has the ability to access;

•

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

•

Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Global Valuation Committee’s assumptions used in determining the fair value of financial instruments).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

As of May 31, 2021, certain investments of the Funds were fair valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4.	*SECURITIES AND OTHER INVESTMENTS*

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

Warrants: Warrants entitle a fund to purchase a specified number of shares of common stock and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date of the warrants, if any. If the price of the underlying stock does not rise above the strike price before the warrant expires, the warrant generally expires without any value and a fund will lose any amount it paid for the warrant. Thus, investments in warrants may involve more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.

Commitments: Commitments are agreements to acquire an investment at a future date (subject to conditions) in connection with a potential public or non-public offering. Such agreements may obligate a Fund to make future cash payments. As of May 31, 2021, Health Sciences Opportunities and Technology Opportunities had outstanding commitments of $34,000,000 and $152,530,820, respectively. These commitments are not included in the net assets of Health Sciences Opportunities and Technology Opportunities as of May 31, 2021.

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

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


NOTES TO FINANCIAL STATEMENTS		65

Notes to Financial Statements (continued)

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

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

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

5.	*DERIVATIVE FINANCIAL INSTRUMENTS*

The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or OTC.

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

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

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

Options: The Funds may purchase and write call and put options to increase or decrease their exposure to the risks of underlying instruments, including equity risk, interest rate risk and/or commodity price risk and/or, in the case of options written, to generate gains from options premiums.

A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any time or at a specified time during the option period.

Premiums paid on options purchased and premiums received on options written, as well as the daily fluctuation in market value, are included in investments at value –unaffiliated and options written at value, respectively, in the Statements of Assets and Liabilities. When an instrument is purchased or sold through the exercise of an option, the premium is offset against the cost or proceeds of the underlying instrument. When an option expires, a realized gain or loss is recorded in the Statements of Operations to the extent of the premiums received or paid. When an option is closed or sold, a gain or loss is recorded in the Statements of Operations to the extent the cost of the closing transaction exceeds the premiums received or paid. When the Funds write a call option, such option is typically “covered,” meaning that they hold the underlying instrument subject to being called by the option counterparty. When the Funds write a put option, cash is segregated in an amount sufficient to cover the obligation. These amounts, which are considered restricted, are included in cash pledged as collateral for options written in the Statements of Assets and Liabilities.

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

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Fund may, under certain circumstances, offset with the counterparty certain derivative


66		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

6.	*INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES*

Investment Advisory: The Corporation, on behalf of Capital Appreciation, and the Trust, on behalf of Health Sciences Opportunities, Mid-Cap Growth Equity and Technology Opportunities, entered into an Investment Advisory Agreement with the Manager, the Funds’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.

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




	Investment Advisory Fees

Average Daily Net Assets	Capital Appreciation


First $1 billion		0.650%

$1 billion - $1.5 billion		0.625

$1.5 billion - $5 billion		0.600

$5 billion - $7.5 billion		0.575

Greater than $7.5 billion		0.550




	Investment Advisory Fees

Average Daily Net Assets	Health Sciences Opportunities


First $1 billion		0.750%

$1 billion - $2 billion		0.700

$2 billion - $3 billion		0.675

$3 billion - $10 billion		0.650

Greater than $10 billion		0.640



	Investment Advisory Fees

Average Daily Net Assets	Mid-Cap Growth Equity			Technology Opportunities

First $1 billion		0.700	%		0.820	%

$1 billion - $3 billion		0.660			0.770

$3 billion - $5 billion		0.630			0.740

$5 billion - $10 billion		0.610			0.710

Greater than $10 billion		0.600			0.700

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



Share Class	Service Fees			Distribution Fees

Service		0.25	%		N/A
Investor A		0.25			N/A
Investor C		0.25			0.75	%
Class R		0.25			0.25

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

The following table shows the class specific service and distribution fees borne directly by each share class of each Fund:




	Capital Appreciation				Health Sciences Opportunities				Mid-Cap Growth Equity				Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20


Service	$	—	$	—	$	70,909	$	101,211	$	170,148	$	174,714	$	117,822	$	79,019
Investor A		4,016,176		4,562,597		5,559,443		7,278,983		3,914,553		3,937,537		3,962,589		2,657,034


NOTES TO FINANCIAL STATEMENTS		67

Notes to Financial Statements (continued)




	Capital Appreciation				Health Sciences Opportunities				Mid-Cap Growth Equity				Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20


Investor C	$	529,684	$	1,776,647	$	4,978,301	$	7,805,909	$	2,216,273	$	2,387,761	$	2,694,283	$	2,160,128

Class R		124,686		231,546		916,608		1,210,430		262,028		235,714		161,444		137,364


	$	4,670,546	$	6,570,790	$	11,525,261	$	16,396,533	$	6,563,002	$	6,735,726	$	6,936,138	$	5,033,545

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



Average Daily Net Assets	Administration Fees
First $500 million		0.0425	%
$500 million - $1 billion		0.0400
$1 billion - $2 billion		0.0375
$2 billion - $4 billion		0.0350
$4 billion - $13 billion		0.0325
Greater than $13 billion		0.0300

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

The following table shows the class specific administration fees borne directly by each share class of each Fund:




	Health Sciences Opportunities				Mid-Cap Growth Equity				Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20

Institutional	$	754,523	$	785,331	$	1,078,190	$	792,820	$	643,515		$	386,504
Service		5,677		8,088		13,607		13,962		9,417			6,299
Investor A		445,063		581,628		313,062		314,477		316,832			211,858
Investor C		99,703		155,999		44,323		47,687		53,863			43,098
Class K		55,481		53,499		393,875		244,131		15,884			8,528
Class R		36,686		48,359		10,468		9,412		6,456			5,479


	$	1,397,133	$	1,632,904	$	1,853,525	$	1,422,489	$	1,045,967		$	661,766

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. The Funds paid the following amounts to affiliates of BlackRock in return for these services, which are included in transfer agent — class specific in the Statements of Operations:




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20

Institutional		$	—		$	228		$	—		$	1,513		$	—		$	765		$	—		$	1,512
Investor A			—			—			—			—			—			1,977			—			—

		$	—		$	228		$	—		$	1,513		$	—		$	2,742		$	—		$	1,512

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




	Capital Appreciation				Health Sciences Opportunities				Mid-Cap Growth Equity				Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20

Institutional		$ 1,745		$ 2,715		$ 12,286		$ 18,517		$ 8,596		$ 11,257		$ 8,966		$ 10,649

Service		—		—		181		246		93		36		93		138


68		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


Investor A		$	45,560		$	68,893		$	63,342		$	95,796		$	111,733		$	130,458		$	23,365		$	27,506
Investor C			6,629			9,968			14,541			21,739			6,632			7,952			7,814			9,953
Class K			1,870			2,776			761			1,186			2,322			3,848			123			222
Class R			194			273			1,077			1,553			592			724			286			342


		$	55,998		$	84,625		$	92,188		$	139,037		$	129,968		$	154,275		$	40,647		$	48,810

The following table shows the class specific transfer agent fees borne directly by each share class of each Fund:




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


Institutional		$	564,994		$	814,675		$	3,767,612		$	4,080,680		$	5,685,907		$	4,909,367		$	3,125,689		$	2,172,677
Service			—			—			44,312			62,296			103,302			90,954			42,793			20,107
Investor A			1,420,784			2,163,982			2,475,987			3,482,115			2,307,815			2,554,829			1,767,675			1,347,837
Investor C			75,254			269,492			501,814			821,134			224,395			271,860			222,388			221,564
Class K			10,288			13,682			10,724			10,675			76,892			71,961			867			546
Class R			43,034			65,992			378,890			486,382			102,095			101,477			57,202			53,384


		$	2,114,354		$	3,327,823		$	7,179,339		$	8,943,282		$	8,500,406		$	8,000,448		$	5,216,614		$	3,816,115

Other Fees: Affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of each Fund’s Investor A Shares as follows:




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


Other fees		$	61,966		$	91,504		$	176,285		$	241,469		$	162,289		$	199,112		$	277,857		$	281,769

Affiliates received CDSCs as follows:




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


Investor A		$	17,227		$	13,895		$	27,450		$	15,589		$	16,420		$	28,698		$	21,964		$	6,607
Investor C			4,036			5,320			54,445			63,558			29,368			56,029			58,832			57,842


		$	21,263		$	19,215		$	81,895		$	79,147		$	45,788		$	84,727		$	80,796		$	64,449

Expense Limitations, Waivers, Reimbursements, and Recoupments: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through January 31, 2022. The contractual agreement may be terminated upon 90 days’ notice by a majority of the directors who are not “interested persons” of the Corporation or the Trust, as defined in the 1940 Act (“Independent Directors”), or by a vote of a majority of the outstanding voting securities of a Fund. The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below will be reduced by the amount of the affiliated money market fund waiver. Prior to January 28, 2020, this waiver was voluntary. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. The amounts waived were as follows:




	Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


Amounts waived		$	6,124		$	11,199		$	51,241		$	114,263		$	18,100		$	56,100		$	146,067		$	125,193

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through January 31, 2022. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund. For the period ended May 31, 2021 and the year ended September 30, 2020, there were no fees waived by the Manager pursuant to this arrangement.


NOTES TO FINANCIAL STATEMENTS		69

Notes to Financial Statements (continued)

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



Share Class	Capital Appreciation			Health Sciences Opportunities		Mid-Cap Growth Equity			Technology Opportunities

Institutional		N/A			N/A		0.80	%		0.92	%
Service		N/A			N/A		1.05			1.17
Investor A		N/A			N/A		1.05			1.17
Investor C		1.94	%		N/A		1.80			1.92
Class K		0.72			N/A		0.75			0.87
Class R		N/A			N/A		1.30			1.42

The Manager has agreed not to reduce or discontinue these contractual expense limitations through January 31, 2022 (or January 31, 2031 with respect to Capital Appreciation), unless approved by the Board, including a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund.

The Manager waived and/or reimbursed investment advisory fees, which is included in fees waived and/or reimbursed by the Manager in the Statements of Operations, as follows:




		Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

		Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


	Amounts waived		$ —			$ —			$ —			$ —			$ —			$ —			$ —			$ 17,218

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived — class specific and transfer agent fees waived and/or reimbursed — class specific, respectively, in the Statements of Operations. Class specific expense waivers and/or reimbursements are as follows:


		Administration Fees Waived

		Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

	Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


	Institutional		$	—		$	—		$	—		$	—		$	245,106		$	792,820		$	83,399		$	386,505
	Service			—			—			—			—			13,607			13,962			421			3,482
	Investor A			—			—			—			—			313,062			314,477			189,019			211,858
	Investor C			—			—			—			—			4,496			47,687			790			42,447
	Class K			—			—			—			—			—			3,808			—			2,575
	Class R			—			—			—			—			10,468			9,412			6,456			5,479


			$	—		$	—		$	—		$	—		$	586,739		$	1,182,166		$	280,085		$	652,346




		Transfer Agent Fees Waived and/or Reimbursed

		Capital Appreciation						Health Sciences Opportunities						Mid-Cap Growth Equity						Technology Opportunities

	Share Class	Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20


	Institutional		$	—		$	—		$	—		$	—		$	8,750		$	1,209,016		$	7,290		$	730,283
	Service			—			—			—			—			18,766			27,197			—			396
	Investor A			—			—			—			—			360,233			1,117,626			24,496			579,956
	Investor C			—			—			—			—			238			53,963			1			70,887
	Class R			—			—			—			—			36,993			58,761			19,195			34,273


			$	—		$	—		$	—		$	—		$	424,980		$	2,466,563		$	50,982		$	1,415,795

With respect to Health Sciences Opportunities, Mid-Cap Growth Equity and Technology Opportunities the contractual expense limitation, if during a 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) each Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year, and

(2) the Manager or an affiliate continues to serve as a Fund’s investment adviser or administrator.


70		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

This repayment applies only to the contractual expense limitation on net expenses and does not apply to the contractual investment advisory fee waiver described above or any voluntary waivers that may be in effect from time to time. Effective December 1, 2019 the repayment arrangement between each Fund and the Manager pursuant to which such Fund may be required to repay amounts waived and/or reimbursed under each Fund’s contractual caps on net expenses was terminated.

For the year ended September 30, 2020, the Manager recouped Class K class specific waivers and/or reimbursements of $8,901 previously recorded by Mid-Cap Growth Equity.

The following fund level and class specific waivers and/or reimbursements previously recorded by the Funds, which were subject to recoupment by the Manager, expired on December 1, 2019:




Fund Name/Fund Level/Share Class	Amounts


Mid-Cap Growth Equity
Fund Level	$	50,353
Institutional		1,893,276
Service		86,088
Investor A		1,872,538
Investor C		178,806
Class K		10,602
Class R		85,721

Technology Opportunities
Fund Level		85,605
Institutional		1,143,320
Service		24,850
Investor A		1,273,078
Investor C		235,711
Class R		47,898

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Funds are responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”), managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Funds. The Money Market Series may, under certain circumstances, impose a liquidity fee of up to 2% of the value withdrawn or temporarily restrict withdrawals for up to 10 business days during a 90 day period, in the event that the private investment company’s weekly liquid assets fall below certain thresholds. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

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

Pursuant to the current securities lending agreement, Capital Appreciation, Health Sciences Opportunities, and Mid-Cap Growth Equity retain 77% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Pursuant to the current securities lending agreement, Technology Opportunities retains 82% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

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

Prior to January 1, 2021, Capital Appreciation, Health Sciences Opportunities, and Mid Cap-Growth Equity retained 75% of securities lending income (which excluded collateral investment expenses) and the amount retained could never be less than 70% of the total of securities lending income plus the collateral investment expenses. In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeded a specified threshold, the Fund would retain for the remainder of that calendar year 80% of securities lending income (which excluded collateral investment expenses), and the amount retained could never be less than 70% of the total of securities lending income plus the collateral investment expenses.


NOTES TO FINANCIAL STATEMENTS		71

Notes to Financial Statements (continued)

The share of securities lending income earned by each Fund is shown as securities lending income — affiliated — net in the Statements of Operations. Each Fund paid BIM the following amounts for securities lending agent services:



	Capital Appreciation				Health Sciences Opportunities				Mid-Cap Growth Equity				Technology Opportunities


	Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20		Period from 10/01/20 to 05/31/21		Year Ended 09/30/20

Amounts	$	42,269	$	33,749	$	80,892	$	467,578	$	73,892	$	775,191	$	149,974	$	490,098

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, Capital Appreciation may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by Capital Appreciation’s investment policies and restrictions. Capital Appreciation is currently permitted to borrow 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 May 31, 2021, Capital Appreciation did not participate in the Interfund Lending Program.

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

Other Transactions: During the year ended September 30, 2020, Health Sciences Opportunities received a reimbursement of $5,622 from an affiliate, which is included in payment by affiliate in the Statements of Operations related to an operating event.

The Funds may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common directors. For the period ended May 31, 2021, the purchase and sale transactions and any net realized gains (losses) with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:




Fund Name	Purchases		Sales		Net Realized Gain

Health Sciences Opportunities	$	—	$	2,277,824		$ 1,114,090
Technology Opportunities		4,605,633		—		—

7.	*PURCHASES AND SALES*

For the period ended May 31, 2021, purchases and sales of investments, excluding short-term investments, were as follows:




Fund Name	Purchases		Sales

Capital Appreciation	$	1,075,818,885	$	1,152,948,850
Health Sciences Opportunities		2,062,018,916		1,977,481,994
Mid-Cap Growth Equity		5,786,722,930		2,980,618,344
Technology Opportunities		2,874,532,992		1,810,570,522

8.	*INCOME TAX INFORMATION*

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

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

Management has analyzed tax laws and regulations and their application to the Funds as of May 31, 2021, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.


72		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, the following permanent differences attributable to certain deemed distributions and non-deductible expenses were reclassified to the following accounts:




	Health Sciences Opportunities			Technology Opportunities

Paid-in capital	$	13,507,286			$ (20,177	)
Accumulated earnings (loss)		(13,507,286	)		20,177

The tax character of distributions paid was as follows:




	Period		Capital Appreciation		Health Sciences Opportunities	^(a)		Mid-Cap Growth Equity		Technology Opportunities

Ordinary income	05/31/21	$	—	$	125,995,241		$	—	$	—
	09/30/20		—		31,718,031			—		—
	09/30/19		6,868,621		50,031,146			40,022,297		—
Long-term capital gains^(b)	05/31/21		218,619,355		327,492,510			—		346,923,012
	09/30/20		320,787,906		285,293,246			23,133,112		32,211,050
	09/30/19		340,872,211		476,061,355			57,853,891		14,241,571


Total	05/31/21	$	218,619,355	$	453,487,751		$	—	$	346,923,012


	09/30/20	$	320,787,906	$	317,011,277		$	23,133,112	$	32,211,050


	09/30/19	$	347,740,832	$	526,092,501		$	97,876,188	$	14,241,571

^(a)

Distribution amounts may include a portion of the proceeds from redeemed shares.

^(b)

The Funds designate these amounts paid during the period ended May 31, 2021 as capital gain dividends, subject to a long-term capital gains tax rate of not greater than 20%.

As of period end, the tax components of accumulated net earnings were as follows:




	Capital Appreciation		Health Sciences Opportunities		Mid-Cap Growth Equity		Technology Opportunities

Undistributed ordinary income	$	57,463,690	$	85,911,114	$	93,002,630	$	47,451,314
Undistributed long-term capital gains		341,067,066		281,233,375		514,477,008		269,632,783

Net unrealized gains^(a)		2,371,106,198		4,531,722,266		4,993,530,770		3,064,423,710


	$	2,769,636,954	$	4,898,866,755	$	5,601,010,408	$	3,381,507,807

^(a)

The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales and straddles, the realization for tax purposes of unrealized gains on investments in passive foreign investment companies and the timing and recognition of partnership income.

During the period ended May 31, 2021, Mid-Cap Growth Equity utilized $136,498,079 of its capital loss carryforward.

As of May 31, 2021, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:




	Capital Appreciation			Health Sciences Opportunities			Mid-Cap Growth Equity			Technology Opportunities

Tax cost	$	2,206,693,227		$	6,470,997,746		$	11,109,130,391		$	5,117,250,767


Gross unrealized appreciation	$	2,385,275,890		$	4,584,345,814		$	5,072,107,518		$	3,114,949,092
Gross unrealized depreciation		(14,170,353	)		(52,679,421	)		(78,581,684	)		(50,307,295	)


Net unrealized appreciation (depreciation)	$	2,371,105,537		$	4,531,666,393		$	4,993,525,834		$	3,064,641,797

9.	*BANK BORROWINGS*

The Corporation and the Trust, on behalf of the Funds, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.25 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) 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 2022 unless extended or renewed. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the period ended May 31, 2021 and the year ended September 30, 2020, the Funds did not borrow under the credit agreement.


NOTES TO FINANCIAL STATEMENTS		73

Notes to Financial Statements (continued)

10.

PRINCIPAL RISKS

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

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

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

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

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

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

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

With exchange-traded options purchased and exchange-traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

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

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

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates will be phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition.


74		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

The Funds may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Funds is uncertain.

11.

CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:



	Period from 10/01/20 to 05/31/21						Year Ended 09/30/20						Year Ended 09/30/19

Fund Name/Share Class	Shares			Amounts			Shares			Amounts			Shares			Amounts

Capital Appreciation
Institutional
Shares sold		4,238,591		$	174,442,176			8,826,926		$	281,748,539			7,755,859		$	231,132,413
Shares issued in reinvestment of distributions		1,007,995			40,138,359			1,783,274			52,232,104			1,769,756			48,137,428
Shares issued in reorganization^(a)		—			—			—			—			110,540			3,442,676
Shares redeemed		(4,265,301	)		(176,568,886	)		(7,958,971	)		(261,953,622	)		(6,295,746	)		(186,468,560	)


		981,285		$	38,011,649			2,651,229		$	72,027,021			3,340,409		$	96,243,957

Investor A
Shares sold and automatic conversion of shares		5,557,342		$	204,759,575			11,625,894		$	349,131,626			8,100,934		$	220,336,781
Shares issued in reinvestment of distributions		3,267,552			117,272,474			6,005,152			159,797,108			7,047,117			176,178,999
Shares issued in reorganization^(a)		—			—			—			—			1,622,404			46,348,547
Shares redeemed		(6,617,889	)		(243,927,730	)		(14,886,082	)		(430,482,828	)		(12,355,450	)		(335,352,629	)


		2,207,005		$	78,104,319			2,744,964		$	78,445,906			4,415,005		$	107,511,698

Investor C
Shares sold		369,716		$	8,890,995			1,143,520		$	22,141,923			1,607,108		$	30,230,300
Shares issued in reinvestment of distributions		295,390			6,894,411			1,472,411			26,415,050			1,644,479			29,270,524
Shares issued in reorganization^(a)		—			—			—			—			800,631			16,187,034
Shares redeemed and automatic conversion of shares		(1,651,989	)		(39,768,323	)		(8,667,920	)		(181,302,036	)		(6,013,956	)		(121,060,301	)


		(986,883	)	$	(23,982,917	)		(6,051,989	)	$	(132,745,063	)		(1,961,738	)	$	(45,372,443	)

Class K
Shares sold		2,426,107		$	100,124,273			3,812,856		$	123,140,219			2,734,143		$	81,020,696
Shares issued in reinvestment of distributions		875,745			35,178,672			1,765,721			52,106,434			2,131,249			58,289,665
Shares redeemed		(1,624,865	)		(67,511,009	)		(5,911,987	)		(195,998,137	)		(3,630,726	)		(108,586,429	)


		1,676,987		$	67,791,936			(333,410	)	$	(20,751,484	)		1,234,666		$	30,723,932

Class R
Shares sold		191,775		$	5,546,776			449,533		$	10,062,423			493,296		$	10,931,601
Shares issued in reinvestment of distributions		93,417			2,594,192			311,109			6,520,841			488,160			9,899,880
Shares redeemed		(441,233	)		(12,620,919	)		(1,798,651	)		(40,954,431	)		(1,810,571	)		(40,134,293	)


		(156,041	)	$	(4,479,951	)		(1,038,009	)	$	(24,371,167	)		(829,115	)	$	(19,302,812	)


		3,722,353		$	155,445,036			(2,027,215	)	$	(27,394,787	)		6,199,227		$	169,804,332


Health Sciences Opportunities
Institutional
Shares sold		14,799,297		$	1,157,563,028			30,734,976		$	2,097,120,978			16,325,905		$	988,684,149
Shares issued in reinvestment of distributions		3,001,455			226,129,630			1,925,274			127,299,118			3,378,060			203,122,898
Shares redeemed		(12,651,182	)		(990,567,531	)		(14,848,220	)		(990,084,681	)		(12,922,800	)		(782,762,821	)


		5,149,570		$	393,125,127			17,812,030		$	1,234,335,415			6,781,165		$	409,044,226


NOTES TO FINANCIAL STATEMENTS		75

Notes to Financial Statements (continued)



	Period from 10/01/20 to 05/31/21						Year Ended 09/30/20						Year Ended 09/30/19

Fund Name/Share Class	Shares			Amounts			Shares			Amounts			Shares			Amounts

Health Sciences Opportunities (continued)
Service
Shares sold		77,768		$	5,808,354			211,062		$	13,288,854			139,988		$	8,089,568
Shares issued in reinvestment of distributions		24,080			1,724,851			24,556			1,546,767			46,803			2,689,300
Shares redeemed		(99,247	)		(7,371,422	)		(265,322	)		(17,362,844	)		(202,720	)		(11,765,167	)


		2,601		$	161,783			(29,704	)	$	(2,527,223	)		(15,929	)	$	(986,299	)

Investor A
Shares sold and automatic conversion of shares		5,722,116		$	423,426,259			9,778,601		$	634,881,833			9,513,222		$	559,253,517
Shares issued in reinvestment of distributions		1,903,002			135,722,096			1,709,241			107,254,886			3,500,360			200,325,664
Shares redeemed		(6,329,029	)		(468,171,177	)		(12,019,324	)		(779,501,605	)		(11,451,134	)		(662,324,377	)


		1,296,089		$	90,977,178			(531,482	)	$	(37,364,886	)		1,562,448		$	97,254,804

Investor C
Shares sold		998,097		$	63,466,438			2,168,957		$	121,404,339			1,894,248		$	95,470,146
Shares issued in reinvestment of distributions		551,584			33,779,024			591,997			32,133,581			1,265,770			63,261,217
Shares redeemed and automatic conversion of shares		(3,275,869	)		(207,564,760	)		(4,852,896	)		(272,499,312	)		(6,451,239	)		(335,742,806	)


		(1,726,188	)	$	(110,319,298	)		(2,091,942	)	$	(118,961,392	)		(3,291,221	)	$	(177,011,443	)

Class K
Shares sold		1,751,820		$	137,573,979			2,729,431		$	182,542,819			1,230,466		$	74,794,211
Shares issued in reinvestment of distributions		223,638			16,869,020			134,010			8,868,769			162,449			9,774,577
Shares redeemed		(875,598	)		(68,819,975	)		(1,079,477	)		(73,224,544	)		(530,603	)		(31,999,450	)


		1,099,860		$	85,623,024			1,783,964		$	118,187,044			862,312		$	52,569,338

Class R
Shares sold		388,187		$	28,085,681			839,083		$	52,510,559			726,290		$	41,078,199
Shares issued in reinvestment of distributions		158,798			11,045,975			147,933			9,068,275			304,568			17,058,868
Shares redeemed		(445,263	)		(32,075,665	)		(1,182,354	)		(72,319,373	)		(917,169	)		(51,650,482	)


		101,722		$	7,055,991			(195,338	)	$	(10,740,539	)		113,689		$	6,486,585


		5,923,654		$	466,623,805			16,747,528		$	1,182,928,419			6,012,464		$	387,357,211


Mid-Cap Growth Equity
Institutional
Shares sold		76,729,126		$	3,286,210,401			119,501,228		$	3,693,132,346			77,104,859		$	2,090,482,380
Shares issued in reinvestment of distributions		—			—			380,726			11,273,296			1,898,609			45,281,831
Shares redeemed		(39,390,033	)		(1,707,825,873	)		(49,837,122	)		(1,510,293,813	)		(22,995,193	)		(606,312,188	)


		37,339,093		$	1,578,384,528			70,044,832		$	2,194,111,829			56,008,275		$	1,529,452,023

Service
Shares sold		759,533		$	29,385,760			1,433,911		$	39,876,738			1,790,116		$	44,014,646
Shares issued in reinvestment of distributions		—			—			10,189			272,453			64,877			1,401,341
Shares redeemed		(759,388	)		(29,482,370	)		(1,268,814	)		(34,549,372	)		(825,133	)		(20,739,416	)


		145		$	(96,610	)		175,286		$	5,599,819			1,029,860		$	24,676,571

Investor A
Shares sold and automatic conversion of shares		14,604,659		$	541,270,027			26,513,449		$	701,674,743			32,742,208		$	775,528,504
Shares issued in reinvestment of distributions		—			—			248,010			6,336,662			1,655,927			34,178,259
Shares redeemed		(10,274,954	)		(381,600,123	)		(19,750,826	)		(514,754,885	)		(13,577,841	)		(313,360,429	)


		4,329,705		$	159,669,904			7,010,633		$	193,256,520			20,820,294		$	496,346,334


76		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)



	Period from 10/01/20 to 05/31/21						Year Ended 09/30/20						Year Ended 09/30/19

Fund Name/Share Class	Shares			Amounts			Shares			Amounts			Shares			Amounts

Mid-Cap Growth Equity (continued)
Investor C
Shares sold		2,122,617		$	60,398,835			4,255,862		$	86,460,753			5,584,965		$	101,748,422
Shares issued in reinvestment of distributions		—			—			64,403			1,272,594			443,988			7,151,409
Shares redeemed and automatic conversion of shares		(1,871,041	)		(53,171,624	)		(3,670,980	)		(75,460,685	)		(3,721,184	)		(65,694,126	)


		251,576		$	7,227,211			649,285		$	12,272,662			2,307,769		$	43,205,705

Class K
Shares sold		37,389,839		$	1,616,035,902			44,515,608		$	1,398,814,727			20,683,547		$	567,677,643
Shares issued in reinvestment of distributions		—			—			101,794			3,020,245			227,587			5,437,051
Shares redeemed		(12,562,762	)		(546,329,492	)		(12,432,818	)		(388,414,776	)		(3,201,951	)		(86,697,184	)


		24,827,077		$	1,069,706,410			32,184,584		$	1,013,420,196			17,709,183		$	486,417,510

Class R
Shares sold		1,205,195		$	44,092,592			1,006,329		$	26,333,792			1,092,886		$	24,805,586
Shares issued in reinvestment of distributions		—			—			7,945			199,360			50,247			1,021,014
Shares redeemed		(587,198	)		(21,353,231	)		(772,971	)		(19,925,520	)		(418,800	)		(9,534,032	)


		617,997		$	22,739,361			241,303		$	6,607,632			724,333		$	16,292,568


		67,365,593		$	2,837,630,804			110,305,923		$	3,425,268,658			98,599,714		$	2,596,390,711


Technology Opportunities
Institutional
Shares sold		31,498,346		$	2,016,508,801			54,122,759		$	2,319,352,317			24,052,716		$	739,645,950
Shares issued in reinvestment of distributions		3,237,288			198,898,991			471,213			16,237,989			207,296			5,657,118
Shares redeemed		(24,043,975	)		(1,547,486,992	)		(20,448,471	)		(864,871,214	)		(10,959,717	)		(333,674,502	)


		10,691,659		$	667,920,800			34,145,501		$	1,470,719,092			13,300,295		$	411,628,566

Service
Shares sold		761,187		$	47,061,995			912,863		$	37,615,435			429,103		$	12,520,533
Shares issued in reinvestment of distributions		50,276			2,904,450			10,689			348,246			6,056			156,799
Shares redeemed		(404,708	)		(24,159,614	)		(613,522	)		(24,717,111	)		(276,902	)		(8,156,518	)


		406,755		$	25,806,831			310,030		$	13,246,570			158,257		$	4,520,814

Investor A
Shares sold and automatic conversion of shares		16,511,068		$	987,093,068			23,205,370		$	928,916,120			8,881,029		$	253,971,288
Shares issued in reinvestment of distributions		1,835,620			103,620,746			343,246			10,939,261			238,235			6,034,551
Shares redeemed		(10,634,090	)		(625,868,222	)		(11,056,738	)		(429,065,205	)		(8,097,325	)		(223,707,727	)


		7,712,598		$	464,845,592			12,491,878		$	510,790,176			1,021,939		$	36,298,112

Investor C
Shares sold		2,158,165		$	105,414,888			3,632,921		$	119,929,010			1,884,110		$	45,401,724
Shares issued in reinvestment of distributions		483,442			22,455,900			113,196			3,022,331			75,643			1,622,352
Shares redeemed and automatic conversion of shares		(1,350,393	)		(65,467,473	)		(2,268,659	)		(75,398,136	)		(1,650,779	)		(38,974,671	)


		1,291,214		$	62,403,315			1,477,458		$	47,553,205			308,974		$	8,049,405

Class K
Shares sold		2,134,685		$	137,933,600			2,128,339		$	83,664,037	^(b)		—		$	—
Shares issued in reinvestment of distributions		65,463			4,025,301			—			—			—			—
Shares redeemed		(1,673,650	)		(107,067,621	)		(765,843	)		(30,913,420	)^(b)		—			—


		526,498		$	34,891,280			1,362,496		$	52,750,617			—		$	—


NOTES TO FINANCIAL STATEMENTS		77

Notes to Financial Statements (continued)



	Period from 10/01/20 to 05/31/21						Year Ended 09/30/20						Year Ended 09/30/19

Fund Name/Share Class	Shares			Amounts			Shares			Amounts			Shares			Amounts

Technology Opportunities (continued)
Class R
Shares sold		336,770		$	20,217,239			512,640		$	19,501,932			347,493		$	9,898,454
Shares issued in reinvestment of distributions		40,021			2,272,386			9,842			316,225			5,613			143,693
Shares redeemed		(294,189	)		(17,370,410	)		(381,908	)		(14,938,360	)		(190,325	)		(5,407,885	)


		82,602		$	5,119,215			140,574		$	4,879,797			162,781		$	4,634,262


		20,711,326		$	1,260,987,033			49,927,937		$	2,099,939,457			14,952,246		$	465,131,159

^(a)

See Note 1 regarding the reorganization.

^(b)

For the period from December 10, 2019 (commencement of operations) to September 30, 2020.

As of May 31, 2021, BlackRock Financial Management, Inc., an affiliate of the Funds, owned 8,673 Class K Shares of Technology Opportunities.

12.

SUBSEQUENT EVENTS

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


78		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of BlackRock Capital Appreciation Fund, Inc., and the Shareholders of BlackRock Health Sciences Opportunities Portfolio, BlackRock Mid-Cap Growth Equity Portfolio, and BlackRock Technology Opportunities Fund and the Board of Trustees of BlackRock Funds^SM:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock Capital Appreciation Fund, Inc., and BlackRock Health Sciences Opportunities Portfolio, BlackRock Mid-Cap Growth Equity Portfolio, and BlackRock Technology Opportunities Fund of BlackRock FundsSM (the “Funds”), including the schedules of investments, as of May 31, 2021, the related statements of operations for the period from October 1, 2020 through May 31, 2021 and for the year ended September 30, 2020, the statements of changes in net assets for the period from October 1, 2020 through May 31, 2021 and for each of the two years in the period ended September 30, 2020, the financial highlights for the period from October 1, 2020 through May 31, 2021 and for each of the five years in the period ended September 30, 2020, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of May 31, 2021, and the results of their operations for the period from October 1, 2020 through May 31, 2021 and for the year ended September 30, 2020, the changes in their net assets for the period from October 1, 2020 through May 31, 2021 and for each of the two years in the period ended September 30, 2020, and the financial highlights for the period from October 1, 2020 through May 31, 2021 and for each of the five years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of May 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

July 21, 2021

We have served as the auditor of one or more BlackRock investment companies since 1992.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		79

Important Tax Information (unaudited)

The following maximum amounts are hereby designated as qualified dividend income for individuals for the period ended May 31, 2021:




Fund Name	Qualified Dividend Income


Capital Appreciation		$ 13,794,774

Health Sciences Opportunities		76,148,982

Mid-Cap Growth Equity		24,511,722

Technology Opportunities		12,715,382

The following maximum amounts are hereby designated as qualified business income for individuals for the period ended May 31, 2021:




Fund Name	Qualified Business Income


Capital Appreciation		$ 618,054

Mid-Cap Growth Equity		1,052,739

Technology Opportunities		349,037

For corporate shareholders, the percentage of ordinary income distributions paid during the period ended May 31, 2021 that qualified for the dividends-received deduction were as follows:




Fund Name	Dividends-Received Deduction


Health Sciences Opportunities		65.52%

For the period ended May 31, 2021, the Funds hereby designate the following maximum amounts allowable as interest-related and qualified short-term capital gain dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations:




Fund Name	Interest-Related and Qualified Short-Term Capital Gain Dividends


Health Sciences Opportunities		$ 112,815,439


80		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Disclosure of Investment Advisory Agreements

The Board of Trustees of BlackRock Funds (the “Trust”) met on April 7, 2021 and May 10-12, 2021 to consider the approval to continue the investment advisory agreement (the “Trust Advisory Agreement”) between the Trust, on behalf of BlackRock Mid-Cap Growth Equity Portfolio (“Mid-Cap Growth Equity Portfolio”), BlackRock Health Sciences Opportunities Portfolio (“Health Sciences Opportunities Portfolio”) and BlackRock Technology Opportunities Fund (“Technology Opportunities Fund”), and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), its investment advisor.

The Board of Directors of BlackRock Capital Appreciation Fund, Inc. (the “Corporation” or “Capital Appreciation Fund”) met on April 7, 2021 and May 10-12, 2021 to consider the approval to continue the investment advisory agreement (the “Corporation Advisory Agreement”) between the Corporation and the Manager, its investment advisor.

Mid-Cap Growth Equity Portfolio, Health Sciences Opportunities Portfolio, Technology Opportunity Fund and Capital Appreciation Fund are referred to herein individually as a “Fund” or collectively as the “Funds.” The Trust Advisory Agreement and the Corporation Advisory Agreement are referred to herein individually as an “Agreement” or collectively as the “Agreements.” For simplicity: (a) the Board of Trustees of the Trust and the Board of Directors of the Corporation are referred to herein individually as the “Board” and collectively as the “Boards” and the members are referred to as “Board Members”; and (b) the meetings held on April 7, 2021 are referred to as the “April Meeting” and the meetings held on May 10-12, 2020 are referred to as the “May Meeting.”

The Approval Process

Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Boards consider the approval of the continuation of the pertinent Agreements for each Fund on an annual basis. The Board members whom are not “interested persons” of the Trust or the Corporation, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). Each Board’s consideration entailed a year-long deliberative process during which the Board and its committees assessed BlackRock’s various services to the pertinent Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Boards have four quarterly meetings per year, each typically extending for two days, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of each Board similarly met throughout the year. The Boards also had a fifth one-day meeting to consider specific information surrounding the renewal of the Agreements. In particular, the Boards assessed, among other things, the nature, extent and quality of the services provided to the pertinent Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of the pertinent Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.

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

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

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

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


DISCLOSURE OF INVESTMENT ADVISORY AGREEMENTS		81

Disclosure of Investment Advisory Agreements (continued)

Each 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 the portfolio holdings of the pertinent Fund. Each Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The members of each Board gave attention to all of the information that was furnished, and each Board Member placed varying degrees of importance on the various pieces of information that were provided to them. Each Board evaluated the information available to it on a fund by fund basis. The following paragraphs provide more information about some of the primary factors that were relevant each Board’s decision. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.

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

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

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

In addition to investment advisory services, the Boards considered the nature and quality of the administrative and other non-investment advisory services provided to the Funds. BlackRock and its affiliates provide the Funds with certain administrative, shareholder and other services (in addition to any such services provided to the Funds by third-parties) and officers and other personnel as are necessary for the operations of the Funds. In particular, BlackRock and its affiliates provide each Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of third-party service providers, including, among others, the Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Fund’s Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing or managing administrative functions necessary for the operation of the Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing the Fund’s distribution partners, and shareholder call center and other services. The Boards reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations. Each Board considered the operation of BlackRock’s business continuity plans, including in light of the ongoing COVID-19 pandemic.

B. The Investment Performance of the Funds and BlackRock

Each Board, including the Independent Board Members, reviewed and considered the performance history of the applicable Fund throughout the year and at the April Meeting. In preparation for the April Meeting, the Boards were provided with reports independently prepared by Broadridge, which included an analysis of each Fund’s performance as of December 31, 2020, as compared to its Performance Peers. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, each Board received and reviewed information regarding the investment performance of the pertinent Fund as compared to its Performance Peers. Each Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the pertinent Fund throughout the year.

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

The Board of the Trust noted that for each of the one-, three- and five-year periods reported, each of Mid-Cap Growth Equity Portfolio and Technology Opportunities Fund ranked in the first quartile against its Performance Peers.

The Board of the Corporation noted that for each of the one-, three- and five-year periods reported, Capital Appreciation Fund ranked in the second quartile against its Performance Peers.

The Board of the Trust noted that for the one-, three- and five-year periods reported, Health Sciences Opportunities Portfolio ranked in the third, second and first quartiles, respectively, against its Performance Peers. The Board and BlackRock reviewed the Fund’s underperformance relative to its Performance Peers during the applicable period.


82		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Disclosure of Investment Advisory Agreements (continued)

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

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

The Boards received and reviewed statements relating to BlackRock’s financial condition. The Boards reviewed BlackRock’s profitability methodology and were also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Funds. The Boards reviewed BlackRock’s estimated profitability with respect to the Funds and other funds the Boards currently oversee for the year ended December 31, 2020 compared to available aggregate estimated profitability data provided for the prior two years. The Boards reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by BlackRock and/or its affiliates. The Boards reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Boards recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by BlackRock, the types of funds managed, precision of expense allocations and business mix. The Boards thus recognized that calculating and comparing profitability at the individual fund levels is difficult.

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

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

The Board of the Trust noted that Mid-Cap Growth Equity Portfolio’s contractual management fee rate ranked in the second quartile, and that the actual management fee rate and total expense ratio each ranked in the second quartile relative to the Fund’s Expense Peers. The Board further noted that BlackRock and the Board have contractually agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.

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

The Board of the Trust noted that Technology Opportunities Fund’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio ranked in the third and second quartiles, respectively, relative to the Fund’s Expense Peers. The Board further noted that BlackRock and the Board have contractually agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.

The Board of the Trust noted that Health Sciences Opportunities Portfolio’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio each ranked in the third quartile relative to the Fund’s Expense Peers.

The Boards each noted that the pertinent Fund has an advisory fee arrangement that includes a breakpoint that adjust the fee rate downward as the size of the pertinent Fund increases above a certain contractually specified level. The Boards noted that if the size of the pertinent Fund were to decrease, the Fund could lose the benefit of the breakpoint. With respect to Mid-Cap Growth Equity Portfolio, after discussion between the Board of the Trust, including the Independent Board Members, and BlackRock, the Board of the Trust and BlackRock agreed to a contractual adjustment to reduce specified levels within the breakpoint schedule. Such adjustment, with respect to the advisory fee arrangement for Mid-Cap Growth Equity Portfolio, was implemented on June 1, 2021.

D. Economies of Scale

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

E. Other Factors Deemed Relevant by the Board Members

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


DISCLOSURE OF INVESTMENT ADVISORY AGREEMENTS		83

Disclosure of Investment Advisory Agreements (continued)

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

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

Conclusion

The Board of the Trust, including the Independent Board Members, unanimously approved the continuation of the Trust Advisory Agreement between the Manager and the Trust, on behalf of Mid-Cap Growth Equity Portfolio, Health Sciences Opportunities Portfolio and Technology Opportunity Fund, for a one-year term ending June 30, 2022.

The Board of the Corporation, including the Independent Board Members, unanimously approved the continuation of the Corporation Advisory Agreement between the Manager and the Corporation, on behalf of Capital Appreciation Fund, for a one-year term ending June 30, 2022.

Based upon their evaluation of all of the aforementioned factors in their totality, as well as other information, the Boards, including the Independent Board Members, were satisfied that the terms of the Agreements were fair and reasonable and in the best interest of each Fund, as pertinent, and its shareholders. In arriving at its decision to approve the Agreements, the Boards 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.


84		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information


Independent Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years

Mark Stalnecker 1951	Chair of the Board (Since 2019) and Director (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	30 RICs consisting of 152 Portfolios	None

Bruce R. Bond 1946	Director (Since 2007)	Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	30 RICs consisting of 152 Portfolios	None

Susan J. Carter 1956	Director (Since 2016)	Director, Pacific Pension Institute from 2014 to 2018; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020.	30 RICs consisting of 152 Portfolios	None

Collette Chilton 1958	Director (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	30 RICs consisting of 152 Portfolios	None

Neil A. Cotty 1954	Director (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	30 RICs consisting of 152 Portfolios	None

Lena G. Goldberg 1949	Director (Since 2016)	Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	30 RICs consisting of 152 Portfolios	None

Henry R. Keizer 1956	Director (Since 2016)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	30 RICs consisting of 152 Portfolios	Hertz Global Holdings (car rental); Sealed Air Corp. (packaging); Montpelier Re Holdings, Ltd. (publicly held property and casualty reinsurance) from 2013 until 2015; WABCO (commercial vehicle safety systems) from 2015 to 2020.


DIRECTOR AND OFFICER INFORMATION		85

Director and Officer Information (continued)


Independent Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years

Cynthia A. Montgomery 1952	Director (Since 2007)	Professor, Harvard Business School since 1989.	30 RICs consisting of 152 Portfolios	Newell Rubbermaid, Inc. (manufacturing) from 1995 to 2016.

Donald C. Opatrny 1952	Director (Since 2015)	Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	30 RICs consisting of 152 Portfolios	None

Joseph P. Platt 1947	Director (Since 2007)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	30 RICs consisting of 152 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.

Kenneth L. Urish 1951	Director (Since 2007)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	30 RICs consisting of 152 Portfolios	None

Claire A. Walton 1957	Director (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	30 RICs consisting of 152 Portfolios	None


86		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information (continued)


Interested Directors^(a)^(d)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years

Robert Fairbairn 1965	Director (Since 2015)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares^® businesses from 2012 to 2016.	103 RICs consisting of 251 Portfolios	None

John M. Perlowski^(e) 1964	Director (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	105 RICs consisting of 253 Portfolios	None

^(a)	The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)

With respect to Capital Appreciation, each Independent Director holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removalas provided by the Fund’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Directors who are “interested persons,” as defined in the 1940 Act, serveuntil their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Fund’s by-laws or statute, or until December 31 of the year in which they turn 72. With respect to Health Sciences Opportunities, Mid-Cap Growth Equity and Technology Opportunities, Independent Directors serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. With respect to all the Funds, the Board may determine to extend the terms of Independent Directors on a case-by-case basis, as appropriate

^(c)

Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Director joined the Board, certain Independent Directors first became members of the boards of other BlackRock-advised Funds, legacy MLIM funds or legacy BlackRock funds as follows: Bruce R. Bond, 2005; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999.

^(d)	Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

^(e)	Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.


DIRECTOR AND OFFICER INFORMATION		87

Director and Officer Information (continued)


Officers Who Are Not Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past Five Years

Thomas Callahan 1968	Vice President (Since 2016)	Managing Director of BlackRock, Inc. since 2013; Member of the Board of Managers of BlackRock Investments, LLC (principal underwriter) since 2019 and Managing Director thereof since 2017; Head of BlackRock’s Global Cash Management Business since 2016; Co-Head of the Global Cash Management Business from 2014 to 2016; Deputy Head of the Global Cash Management Business from 2013 to 2014; Member of the Cash Management Group Executive Committee since 2013; Chief Executive Officer of NYSE Liffe U.S. from 2008 to 2013.

Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.

Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.

Jay M. Fife 1970	Treasurer (Since 2007)	Managing Director of BlackRock, Inc. since 2007.

Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares^® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares^® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.

Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.

Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

^(a)	The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)	Officers of the Corporation/Trust serve at the pleasure of the Board.

Further information about the Corporation’s/Trust’s Directors and Officers is available in each Fund’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Neal J. Andrews retired as the Chief Financial Officer effective December 31, 2020, and Trent Walker was elected as the Chief Financial Officer effective January 1, 2021.


88		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Additional Information

Regulation Regarding Derivatives

On October 28, 2020, the Securities and Exchange Commission (the “SEC”) adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). The Funds will be required to implement and comply with Rule 18f-4 by August 19, 2022. Once implemented, Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager.

General Information

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

Householding

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

Availability of Quarterly Schedule of Investments

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

Availability of Proxy Voting Policies, Procedures and Voting Records

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

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

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

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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


ADDITIONAL INFORMATION		89

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.

Fund and Service Providers

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Custodian

The Bank of New York Mellon

New York, NY 10286

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 Corporation/Trust

100 Bellevue Parkway

Wilmington, DE 19809


90		2 0 2 1 BLACK ROCK ANNUAL REPORT TO SHAREHOLDERS

Glossary of Terms Used in this Report


Currency Abbreviation

USD		United States Dollar

Portfolio Abbreviation

ADR		American Depositary Receipt


GLOSSARY OF TERMS USED IN THIS REPORT		91

Want to know more?

blackrock.com | 800-441-7762

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

GROPPS-5/21-AR

(b) Not Applicable

Item 2 –

Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.

Item 3 –

Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Neil A. Cotty

Henry R. Keizer

Kenneth L. Urish

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

Item 4 –

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

(a) Audit Fees

(b) Audit-Related Fees¹

(c) Tax Fees²

(d) All Other Fees

Entity Name

Current
Fiscal Year
End³

Previous
Fiscal Year
End

Current
Fiscal Year
End³

Previous
Fiscal Year
End

Current
Fiscal Year
End³

Previous
Fiscal Year
End

Current
Fiscal Year
End³

Previous
Fiscal Year
End

BlackRock Capital Appreciation Fund, Inc.

$29,694

$30,600

$207

$6,500

$14,800

$18,800

The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):


	Current Fiscal Year End³	Previous Fiscal Year End
(b) Audit-Related Fees¹	$0	$0
(c) Tax Fees²	$0	$0
(d) All Other Fees³	$2,032,000	$1,984,000

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

² The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

³The registrant changed its fiscal year end from September 30 to May 31 effective May 31, 2021 whereby this fiscal year consists of the eight months ended May 31, 2021.

⁴ Non-audit fees of $2,032,000 and $1,984,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

Entity Name

Current Fiscal Year

End¹

Previous Fiscal Year

End

BlackRock Capital Appreciation Fund, Inc.

$15,007

$25,300

¹The registrant changed its fiscal year end from September 30 to May 31 effective May 31, 2021 whereby this fiscal year consists of the eight months ended May 31, 2021.

Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored and advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

Current Fiscal Year

End¹

Previous Fiscal Year

End

$2,032,000

$1,984,000

¹The registrant changed its fiscal year end from September 30 to May 31 effective May 31, 2021 whereby this fiscal year consists of the eight months ended May 31, 2021.

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 –

Audit Committee of Listed Registrant – Not Applicable

Item 6 –

Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

Item 7 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable

Item 8 –

Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 9 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable

Item 10 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 –

Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

Item 13 –

Exhibits attached hereto

(a)(1) Code of Ethics – See Item 2

(a)(2) Section 302 Certifications are attached

(a)(3) Not Applicable

(a)(4) Not Applicable

(b) Section 906 Certifications are attached

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

BlackRock Capital Appreciation Fund, Inc.


		By:		/s/ John M. Perlowski
				John M. Perlowski
				Chief Executive Officer (principal executive officer) of
				BlackRock Capital Appreciation Fund, Inc.

Date: August 4, 2021

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 Capital Appreciation Fund, Inc.

Date: August 4, 2021


		By:		/s/ Trent Walker
				Trent Walker
				Chief Financial Officer (principal financial officer) of
				BlackRock Capital Appreciation Fund, Inc.

Date: August 4, 2021

BlackRock Capital Appreciation Fund N-CSRCertified annual shareholder report (management investment company)