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: 811-08797 and 811-09049

    Name of Fund: BlackRock International Fund of BlackRock Series, Inc. and BlackRock Master International

              Portfolio of BlackRock Master LLC

Fund Address:    100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock International Fund

          of BlackRock Series, Inc. and BlackRock Master International Portfolio of BlackRock Master LLC, 55 East

          52^nd Street, New York, NY 10055

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

Date of fiscal year end: 10/31/2016

Date of reporting period: 10/31/2016

Item 1 – Report to Stockholders

OCTOBER 31, 2016        

  ANNUAL REPORT BLACKROCK^®

BlackRock International Fund  of BlackRock Series, Inc.

Not FDIC Insured ∎ May Lose Value ∎ No Bank Guarantee

Table of Contents

	Page
The Markets in Review	3
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	7
Derivative Financial Instruments	7
Fund Financial Statements:
Statement of Assets and Liabilities	8
Statement of Operations	9
Statements of Changes in Net Assets	10
Fund Financial Highlights	11
Fund Notes to Financial Statements	15
Fund Report of Independent Registered Public Accounting Firm	20
Important Tax Information	20
Portfolio Information	21
Portfolio Financial Statements:
Schedule of Investments	22
Statement of Assets and Liabilities	25
Statement of Operations	26
Statements of Changes in Net Assets	27
Portfolio Financial Highlights	27
Portfolio Notes to Financial Statements	28
Master LLC Report of Independent Registered Public Accounting Firm	34
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement	35
Officers and Directors	40
Additional Information	43

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

2 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

The Markets in Review

Dear Shareholder,

Central bank policy decisions have continued to provide support to financial markets, while changing economic outlooks and geopolitical risks have been major drivers of investor sentiment. After ending its near-zero interest rate policy at the end of 2015, the Federal Reserve (the “Fed”) remained in focus as investors considered the anticipated pace of future rate hikes. With the European Central Bank and the Bank of Japan having moved into stimulus mode, the divergence in global monetary policies drove heightened market volatility at the beginning of 2016 and caused the U.S. dollar to strengthen considerably.

Financial markets had a rough start to the year as the strong dollar challenged U.S. companies that generate revenues overseas and pressured emerging market currencies and commodities prices. Low and volatile oil prices and signs of slowing growth in China were also meaningful factors behind the decline in risk assets early in the year. However, as the first quarter wore on, these pressures abated and a more tempered outlook for U.S. rate hikes helped the markets rebound.

Volatility spiked in late June when the United Kingdom shocked investors with its vote to leave the European Union. Uncertainty around how the British exit might affect the global economy and political landscape drove investors to high-quality assets, pushing already low global yields to even lower levels. However, risk assets recovered swiftly in July as economic data suggested that the consequences had thus far been contained to the United Kingdom.

In a second episode of surprise vote results, equities fell sharply after the news of Donald Trump’s victory in the U.S. presidential election, but quickly recovered, and the yield curve steepened due to expectations for rising inflation. Broadly, a reflation theme has been building amid signs of rising price pressures, central banks signaling a greater tolerance to let inflation run hotter, and policy emphasis shifting from monetary to fiscal stimulus.

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

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of October 31, 2016
	6-month			12-month
U.S. large cap equities (S&P 500® Index)		4.06	%		4.51	%
U.S. small cap equities (Russell 2000® Index)		6.13			4.11
International equities (MSCI Europe, Australasia, Far East Index)		(0.16	)		(3.23	)
Emerging market equities (MSCI Emerging Markets Index)		9.41			9.27
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)		0.17			0.31
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index)		0.46			4.24
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)		1.51			4.37
Tax-exempt municipal bonds (S&P Municipal Bond Index)		0.98			4.53
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		7.59			10.16
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Fund Summary as of October 31, 2016

      Investment Objective

BlackRock International Fund’s (the “Fund”) investment objective is to seek long-term capital growth through investments primarily in a diversified portfolio of equity securities of companies located outside the United States. On November 17, 2016, the Board approved the conversion of the Fund, a series of BlackRock Series, Inc., from a “master-feeder” structure into a stand-alone mutual fund. This change is scheduled to become effective during the first half of 2017.

      Portfolio Management Commentary

How did the Fund perform?

• For the 12-month period ended October 31, 2016, through its investment in BlackRock Master International Portfolio (the “Portfolio”) the Fund underperformed its benchmark, the MSCI All Country World Index ex-USA.

What factors influenced performance?

• During the period, an underweight to and stock selection within the materials sector, specifically among metals and mining companies, represented the primary detractors from returns. Metals and mining stocks performed well as gold prices rose sharply during the period. Stock selection within consumer discretionary also weighed on returns, especially among specialty retail companies. In addition, an overweight to and stock selection in health care subtracted from performance, mainly due to stock selection within the biotechnology industry. The largest individual detractors from performance during the period were Lloyds Banking Group PLC, Kingfisher PLC (both domiciled in the United Kingdom) and Alexion Pharmaceuticals (United States). Shares of Lloyds Banking and Kingfisher declined due to increased economic uncertainty following Britain’s vote to exit the European Union.

• Stock selection within industrials, specifically among professional services companies, was the largest contributor to performance for the period. In addition, stock selection within diversified telecommunications services (“telecom”) helped to boost returns, largely due to the Portfolio’s position in Telefonica Brasil SA, Preference Shares. A lack of holdings in real estate also was additive as the sector was one of the period’s

worst performers. The top individual contributors were Recruit Holdings Co. Ltd. (Japan), Mattel, Inc. (United States) and Bank Mandiri Persero Tbk PT (Indonesia). Japan-based Recruit Holdings performed strongly as the company’s core marketing and HR-related businesses remain highly cash generative and are growing solidly. Mattel’s shares rallied early in the period following fourth quarter results that demonstrated signs of stabilization for the company’s key product franchises.

• The Portfolio had modest derivative holdings during the period in the form of foreign currency transactions. These transactions had a positive effect on Fund performance.

Describe recent portfolio activity.

• The most notable Portfolio changes during the 12-month period were a significant boost in financials exposure and a large increase in the Portfolio’s energy position. In contrast, the Portfolio’s telecom, health care and consumer discretionary holdings were substantially reduced. The Portfolio also increased exposure to Europe ex-U.K. and reduced its weighting in North American stocks.

Describe portfolio positioning at period end.

• Relative to the benchmark, the Portfolio’s largest sector overweights were in financials, consumer discretionary and industrials. The largest underweight exposures were in materials, consumer staples. The Portfolio had no exposure to real estate or utilities. Regionally, the largest overweight exposures were in Europe and Japan, while the largest underweights were to emerging markets and Asia ex-Japan.

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

4 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

      Total Return Based on a $10,000 Investment

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

²  The Fund invests all of its assets in the Portfolio. The Portfolio invests primarily in stocks of companies located outside the United States.

³  A free float-adjusted market capitalization index designed to measure the combined equity market performance of developed and emerging market countries, excluding the United States.

Performance Summary for the Period Ended October 31, 2016
				Average Annual Total Returns4
				1 Year						5 Years						10 Years
	6-Month Total Returns			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge
Institutional		2.71	%		(0.76	)%		N/A			4.26	%		N/A			1.94	%		N/A
Investor A		2.54			(1.10	)		(6.29	)%		3.88			2.76	%		1.58			1.03	%
Investor C		2.01			(2.09	)		(3.07	)		2.84			2.84			0.70			0.70
Class R		2.40			(1.44	)		N/A			3.55			N/A			1.33			N/A
MSCI All Country World Index ex-USA		2.01			0.22			N/A			3.64			N/A			1.61			N/A

⁴  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees.

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

Past performance is not indicative 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			Hypothetical6
	Beginning Account Value May 1, 2016	Ending Account Value October 31, 2016	Expenses Paid During the  Period5	Beginning Account Value May 1, 2016	Ending Account Value October 31, 2016	Expenses Paid During the  Period5	Annualized Expense Ratio
Institutional	$1,000.00	$1,027.10	$  5.10	$1,000.00	$1,020.11	$  5.08	1.00%
Investor A	$1,000.00	$1,025.40	$  7.03	$1,000.00	$1,018.20	$  7.00	1.38%
Investor C	$1,000.00	$1,020.10	$12.29	$1,000.00	$1,012.97	$12.25	2.42%
Class R	$1,000.00	$1,024.00	$  8.65	$1,000.00	$1,016.59	$  8.62	1.70%

⁵  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 184/366 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Portfolio, the expense example reflects the net expenses of both the Fund and the Portfolio in which it invests.

⁶  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 366.

See “Disclosure of Expenses” on page 7 for further information on how expenses were calculated.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 5

About Fund Performance

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

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

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

• 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. Prior to August 15, 2011 (commencement of operations), Class R Shares’ performance results are those of Institutional Shares (which have no distribution or service fees) restated to reflect Class R Shares’ fees.

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the

performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance table on the previous page assume reinvestment of all distributions, if any, at net asset value on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Administrator”), the Fund’s administrator, has contractually agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waiver and/or reimbursement, the Fund’s performance would have been lower. The Administrator is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See Note 4 of the Notes to Financial Statements for additional information on waivers and/or reimbursements.

6 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses and other fund expenses. The expense example on the previous page (which is based on a hypothetical investment of $1,000 invested on May 1, 2016 and held through October 31, 2016) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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

Derivative Financial Instruments

The Portfolio may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other asset 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 Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Portfolio’s investments in these instruments, if any, are discussed in detail in the Portfolio’s Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 7

Statement of Assets and Liabilities BlackRock International Fund

October 31, 2016
Assets
Investments at value (cost — $543,928,597)	$	554,517,349
Receivables:
Capital shares sold		304,134
Withdrawals from the Portfolio		367,669
From the Administrator		98,422
Prepaid expenses		201,178
Total assets		555,488,752
Liabilities
Payables:
Capital shares redeemed		671,803
Transfer agent fees		312,005
Service and distribution fees		163,700
Administration fees		60,124
Other affiliates		607
Officer’s fees		891
Other accrued expenses		78,730
Total liabilities		1,287,860
Net Assets	$	554,200,892
Net Assets Consist of
Paid-in capital	$	619,785,490
Undistributed net investment income		6,012,256
Accumulated net realized loss allocated from the Portfolio		(82,185,606	)
Net unrealized appreciation (depreciation) allocated from the Portfolio		10,588,752
Net Assets	$	554,200,892
Net Asset Value
Institutional — Based on net assets of $114,862,748 and 8,184,653 shares outstanding, 100 million shares authorized, $0.0001 par value	$	14.03
Investor A — Based on net assets of $307,992,251 and 22,470,263 shares outstanding, 100 million shares authorized, $0.0001 par value	$	13.71
Investor C — Based on net assets of $110,526,805 and 8,725,276 shares outstanding, 100 million shares authorized, $0.0001 par value	$	12.67
Class R — Based on net assets of $20,819,088 and 1,522,040 shares outstanding, 100 million shares authorized, $0.0001 par value	$	13.68

See Notes to Financial Statements.

8 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Statement of Operations BlackRock International Fund

Year Ended October 31, 2016
Investment Income
Net investment income allocated from the Portfolio:
Dividends — unaffiliated	$	14,827,576
Dividends — affiliated		40,024
Foreign taxes withheld		(1,316,593	)
Expenses		(4,254,069	)
Fees waived		8,961
Total income		9,305,899
Fund Expenses
Administration		1,304,309
Service and distribution — class specific		1,959,338
Transfer agent — class specific		1,542,957
Registration		65,334
Professional		54,993
Printing		48,556
Officer and Directors		463
Miscellaneous		10,675
Total expenses		4,986,625
Less:
Fees waived by the Administrator		(511,758	)
Transfer agent fees waived and/or reimbursed by the Administrator — class specific		(662,683	)
Total expenses after fees waived and/or reimbursed		3,812,184
Net investment income		5,493,715
Realized and Unrealized Gain (Loss) Allocated from the Portfolio
Net realized loss from investments and foreign currency transactions		(18,362,829	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency translations		4,982,268
Total realized and unrealized loss		(13,380,561	)
Net Decrease in Net Assets Resulting from Operations	$	(7,886,846	)

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 9

Statements of Changes in Net Assets BlackRock International Fund

	Year Ended October 31,
Decrease in Net Assets:	2016			2015
Operations
Net investment income	$	5,493,715		$	3,727,198
Net realized loss		(18,362,829	)		(4,242,004	)
Net change in unrealized appreciation (depreciation)		4,982,268			(19,599,246	)
Net decrease in net assets resulting from operations		(7,886,846	)		(20,114,052	)
Distributions to Shareholders1
From net investment income:
Institutional		(825,087	)		(4,136,476	)
Investor A		(750,561	)		(5,205,581	)
Investor C		—			(1,365,266	)
Class R		—			(334,260	)
Decrease in net assets resulting from distributions to shareholders		(1,575,648	)		(11,041,583	)
Capital Share Transactions
Net decrease in net assets derived from capital share transactions		(9,695,022	)		(50,216,465	)
Net Assets
Total decrease in net assets		(19,157,516	)		(81,372,100	)
Beginning of year		573,358,408			654,730,508
End of year	$	554,200,892		$	573,358,408
Undistributed net investment income, end of year	$	6,012,256		$	1,910,287

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

See Notes to Financial Statements.

10 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Financial Highlights BlackRock International Fund

	Institutional
	Year Ended October 31,
	2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of year	$	14.23		$	15.03		$	15.51		$	12.30		$	12.18
Net investment income1		0.22			0.16			0.21			0.25			0.16
Net realized and unrealized gain (loss)		(0.33	)		(0.64	)		(0.41	)		3.13			0.03
Net increase (decrease) from investment operations		(0.11	)		(0.48	)		(0.20	)		3.38			0.19
Distributions from net investment income2		(0.09	)		(0.32	)		(0.28	)		(0.17	)		(0.07	)
Net asset value, end of year	$	14.03		$	14.23		$	15.03		$	15.51		$	12.30
Total Return3
Based on net asset value		(0.76	)%		(3.17	)%		(1.26	)%		27.77	%4		1.63	%
Ratios to Average Net Assets5,6
Total expenses		1.26	%		1.25	%		1.23	%		1.22	%		1.31	%
Total expenses after fees waived and/or reimbursed		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Net investment income		1.60	%		1.11	%		1.39	%		1.81	%		1.29	%
Supplemental Data
Net assets, end of year (000)	$	114,863		$	130,327		$	194,685		$	431,563		$	313,764
Portfolio turnover rate of the Portfolio		84	%		112	%		128	%		128	%		117	%

¹  Based on average shares outstanding.

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

³  Where applicable, assumes the reinvestment of distributions.

⁴  Includes a payment from an affiliate to compensate for foregone securities lending revenue which impacted the Fund’s total return. Not including this payment, the Fund’s total return would have been 27.68%.

⁵  Includes the Fund’s share of the Portfolio’s allocated fees waived of less than 0.01%.

⁶  Includes the Fund’s share of the Portfolio’s allocated expenses and/or net investment income.

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 11

Financial Highlights (continued) BlackRock International Fund

	Investor A
	Year Ended October 31,
	2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of year	$	13.90		$	14.68		$	15.17		$	12.03		$	11.94
Net investment income1		0.16			0.11			0.14			0.20			0.11
Net realized and unrealized gain (loss)		(0.31	)		(0.62	)		(0.40	)		3.07			0.03
Net increase (decrease) from investment operations		(0.15	)		(0.51	)		(0.26	)		3.27			0.14
Distributions from net investment income2		(0.04	)		(0.27	)		(0.23	)		(0.13	)		(0.05	)
Net asset value, end of year	$	13.71		$	13.90		$	14.68		$	15.17		$	12.03
Total Return3
Based on net asset value		(1.10	)%		(3.50	)%		(1.70	)%		27.37	%4		1.21	%
Ratios to Average Net Assets5,6
Total expenses		1.64	%		1.59	%		1.57	%		1.56	%		1.64	%
Total expenses after fees waived and/or reimbursed		1.38	%		1.38	%		1.38	%		1.38	%		1.38	%
Net investment income		1.21	%		0.76	%		0.92	%		1.53	%		0.96	%
Supplemental Data
Net assets, end of year (000)	$	307,992		$	285,442		$	285,565		$	280,123		$	221,365
Portfolio turnover rate of the Portfolio		84	%		112	%		128	%		128	%		117	%

¹  Based on average shares outstanding.

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

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

⁴  Includes a payment from an affiliate to compensate for foregone securities lending revenue which impacted the Fund’s total return. Not including this payment, the Fund’s total return would have been 27.29%.

⁵  Includes the Fund’s share of the Portfolio’s allocated fees waived of less than 0.01%.

⁶  Includes the Fund’s share of the Portfolio’s allocated expenses and/or net investment income.

See Notes to Financial Statements.

12 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Financial Highlights (continued) BlackRock International Fund

	Investor C
	Year Ended October 31,
	2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of year	$	12.94		$	13.68		$	14.15		$	11.23		$	11.23
Net investment income (loss)1		0.02			(0.03	)		(0.01	)		0.06			(0.01	)
Net realized and unrealized gain (loss)		(0.29	)		(0.58	)		(0.36	)		2.86			0.03
Net increase (decrease) from investment operations		(0.27	)		(0.61	)		(0.37	)		2.92			0.02
Distributions from net investment income2		—			(0.13	)		(0.10	)		(0.00	)3		(0.02	)
Net asset value, end of year	$	12.67		$	12.94		$	13.68		$	14.15		$	11.23
Total Return4
Based on net asset value		(2.09	)%		(4.49	)%		(2.62	)%		26.02	%5		0.23	%
Ratios to Average Net Assets6,7
Total expenses		2.54	%		2.45	%		2.43	%		2.49	%		2.66	%
Total expenses after fees waived and/or reimbursed		2.42	%		2.37	%		2.35	%		2.39	%		2.41	%
Net investment income (loss)		0.19	%		(0.24	)%		(0.05	)%		0.51	%		(0.09	)%
Supplemental Data
Net assets, end of year (000)	$	110,527		$	136,136		$	148,042		$	156,198		$	135,280
Portfolio turnover rate of the Portfolio		84	%		112	%		128	%		128	%		117	%

¹  Based on average shares outstanding.

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

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

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

⁵  Includes a payment from an affiliate to compensate for foregone securities lending revenue which impacted the Fund’s total return. Not including this payment, the Fund’s total return would have been 25.93%.

⁶  Includes the Fund’s share of the Portfolio’s allocated fees waived of less than 0.01%.

⁷  Includes the Fund’s share of the Portfolio’s allocated expenses and/or net investment income.

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 13

Financial Highlights (concluded) BlackRock International Fund

	Class R
	Year Ended October 31,
	2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of year	$	13.88		$	14.64		$	15.12		$	11.98		$	11.93
Net investment income1		0.12			0.06			0.09			0.16			0.07
Net realized and unrealized gain (loss)		(0.32	)		(0.62	)		(0.39	)		3.05			0.03
Net increase (decrease) from investment operations		(0.20	)		(0.56	)		(0.30	)		3.21			0.10
Distributions from net investment income2		—			(0.20	)		(0.18	)		(0.07	)		(0.05	)
Net asset value, end of year	$	13.68		$	13.88		$	14.64		$	15.12		$	11.98
Total Return3
Based on net asset value		(1.44	)%		(3.81	)%		(1.98	)%		26.95	%4		0.90	%
Ratios to Average Net Assets5,6
Total expenses		1.93	%		1.85	%		1.84	%		1.85	%		1.92	%
Total expenses after fees waived and/or reimbursed		1.70	%		1.70	%		1.70	%		1.70	%		1.70	%
Net investment income		0.90	%		0.42	%		0.63	%		1.22	%		0.59	%
Supplemental Data
Net assets, end of year (000)	$	20,819		$	21,453		$	24,318		$	29,711		$	26,887
Portfolio turnover rate of the Portfolio		84	%		112	%		128	%		128	%		117	%

¹  Based on average shares outstanding.

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

³  Where applicable, assumes the reinvestment of distributions.

⁴  Includes a payment from an affiliate to compensate for foregone securities lending revenue which impacted the Fund’s total return. Not including this payment, the Fund’s total return would have been 26.87%.

⁵  Includes the Fund’s share of the Portfolio’s allocated fees waived of less than 0.01%.

⁶  Includes the Fund’s share of the Portfolio’s allocated expenses and/or net investment income.

See Notes to Financial Statements.

14 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements BlackRock International Fund

1. Organization:

BlackRock International Fund (the “Fund”), a series of BlackRock Series, Inc. (the “Corporation”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Corporation is organized as a Maryland corporation.

The Fund seeks to achieve its investment objective by investing all of its assets in BlackRock Master International Portfolio (the “Portfolio”), a series of BlackRock Master LLC (the “Master LLC”), an affiliate of the Fund, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio. The performance of the Fund is directly affected by the performance of the Portfolio. At October 31, 2016, the percentage of the Portfolio owned by the Fund was 100%. The financial statements of the Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear certain expenses related to shareholder servicing and distribution of such shares. Institutional Shares are sold only to certain eligible investors. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are available 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. The Board of Directors of the Corporation and the Board of Directors of the Master LLC are referred to throughout this report as the “Board of Directors” or the “Board” and the members are referred to as “Directors.”

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

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

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Administrator”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.

2. Significant Accounting Policies:

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

Investment Transactions and Investment Income: For financial reporting purposes, contributions to and withdrawals from the Portfolio are accounted for on a trade date basis. The Fund records its proportionate share of the Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

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

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

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

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 15

Notes to Financial Statements (continued) BlackRock International Fund

3. Investment Valuation and Fair Value Measurements:

Investment Valuation Policies: The Fund’s policy is to value its financial instruments at fair value. The Fund records its investment in the Portfolio at fair value based on the Fund’s proportionate interest in the net assets of the Portfolio. Valuation of securities held by the Portfolio is discussed in Note 3 of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

4. Administration Agreement and Other Transactions with Affiliates:

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

Administration: The Corporation, on behalf of the Fund, entered into an Administration Agreement with the Administrator, an indirect, wholly-owned subsidiary of BlackRock, to provide administrative services (other than investment advice and related portfolio activities). For such services, the Corporation, on behalf of the Fund, pays the Administrator a monthly fee at an annual rate of 0.25% of the average daily net assets of the Fund. The Fund does not pay an investment advisory fee or investment management fee.

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

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

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

For the year ended October 31, 2016, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:

Investor A	Investor C	Class R	Total
$  665,767	$1,192,251	$101,320	$1,959,338

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended October 31, 2016, the Fund paid $27 to affiliates of BlackRock in return for these services to Institutional Shares, which are included in transfer agent — class specific in the Statement of Operations.

The Administrator maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing subscriptions and redemptions based upon instructions from shareholders. For the year ended October 31, 2016, the Fund reimbursed the Administrator the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:

Institutional	Investor A	Investor C	Class R	Total
$          2,983	$        4,022	$        1,029	$        67	$8,101

16 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements (continued) BlackRock International Fund

For the year ended October 31, 2016, the following table shows the class specific transfer agent fees borne directly by each class of the Fund:

Institutional	Investor A	Investor C	Class R	Total
$      185,150	$  766,096	$  525,265	$66,446	$1,542,957

Other Fees: For the year ended October 31, 2016, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares of $14,765.

For the year ended October 31, 2016, affiliates received CDSCs as follows:

Investor A	$	1,659
Investor C	$	12,445

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

Institutional	Investor A	Investor C	Class R
1.00%	1.38%	2.42%	1.70%

The Administrator has agreed not to reduce or discontinue this contractual expense limitation prior to March 1, 2017, unless approved by the Board of the Corporation, including a majority of the Directors who are not “interested persons” of the Fund, as defined in the 1940 Act (“Independent Directors”), or by a vote of a majority of the outstanding voting securities of the Fund.

The Administrator agreed to waive administration fees, which is shown as fees waived by the Administrator, and transfer agent fees, which is shown as transfer agent fees waived and/or reimbursed, respectively, in the Statement of Operations. For the year ended October 31, 2016, class specific reimbursements were as follows:

	Institutional	Investor A	Investor C	Class R	Total
Transfer Agent Fees Reimbursed	$185,140	$420,419	$31,187	$25,937	$	662,683

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

5. Income Tax Information:

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

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns remains open for each of the four years ended October 31, 2016. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Fund as of October 31, 2016, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 17

Notes to Financial Statements (continued) BlackRock International Fund

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. This reclassification has no effect on net assets or net asset value per share. As of period end, the following permanent differences attributable to foreign currency transactions, the characterization of expenses and the expiration of capital loss carryforwards were reclassified to the following accounts:

Paid-in capital	$	(120,885,462	)
Undistributed net investment income	$	183,902
Accumulated net realized loss allocated from the Portfolio	$	120,701,560

The tax character of distributions paid was as follows:

	10/31/16	10/31/15
Ordinary income	$1,575,648	$	11,041,583

As of period end, the tax components of accumulated net losses were as follows:

Undistributed ordinary income	$	6,012,256
Capital loss carryforward		(81,521,889	)
Net unrealized gains1		9,925,035
Total	$	(65,584,598	)

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

As of October 31, 2016, the Fund had capital loss carryforwards available to offset future realized capital gains through the indicated expiration dates as follows:

Expires October 31,
No expiration date2	$	24,084,144
2017		15,346,411
2019		42,091,334
Total	$	81,521,889

²  Must be utilized prior to losses subject to expiration.

6. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

	Year Ended October 31, 2016						Year Ended October 31, 2015
	Shares			Amount			Shares			Amount
Institutional
Shares sold		1,830,101		$	24,670,611			1,917,556		$	27,999,906
Shares issued in reinvestment of distributions		54,070			738,604			264,567			3,740,961
Shares redeemed		(2,857,470	)		(38,581,993	)		(5,979,093	)		(89,404,778	)
Net decrease		(973,299	)	$	(13,172,778	)		(3,796,970	)	$	(57,663,911	)
Investor A
Shares received from conversion1		6,669,646		$	88,109,773			32,572		$	496,416
Shares sold and automatic conversion of shares		—			—			4,851,174			69,105,933
Shares issued in reinvestment of distributions		52,698			705,103			349,062			4,837,871
Shares redeemed		(4,790,310	)		(63,113,055	)		(4,143,022	)		(59,132,650	)
Net increase		1,932,034		$	25,701,821			1,089,786		$	15,307,570

¹  On June 23, 2015, Investor B Shares converted to Investor A Shares.

18 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements (concluded) BlackRock International Fund

	Year Ended October 31, 2016						Year Ended October 31, 2015
	Shares			Amount			Shares			Amount
Investor B
Shares sold								6,230		$	82,303
Shares converted1								(34,812	)		(496,416	)
Shares redeemed and automatic conversion of shares								(127,663	)		(1,729,338	)
Net decrease								(156,245	)	$	(2,143,451	)
Investor C
Shares sold		1,662,247		$	20,262,263			2,629,612		$	35,018,970
Shares issued in reinvestment of distributions		—			—			94,381			1,228,812
Shares redeemed		(3,455,786	)		(42,134,487	)		(3,025,381	)		(40,284,148	)
Net decrease		(1,793,539	)	$	(21,872,224	)		(301,388	)	$	(4,036,366	)
Class R
Shares sold		507,628		$	6,645,449			522,111		$	7,366,818
Shares issued in reinvestment of distributions		—			—			24,082			334,259
Shares redeemed		(531,674	)		(6,997,290	)		(661,211	)		(9,381,384	)
Net decrease		(24,046	)	$	(351,841	)		(115,018	)	$	(1,680,307	)
Total Net Decrease		(858,850	)	$	(9,695,022	)		(3,279,835	)	$	(50,216,465	)

¹  On June 23, 2015, Investor B Shares converted to Investor A Shares.

7. Subsequent Events:

Management’s evaluation of the impact of all subsequent events on the Fund’s financial statements was completed through the date the financial statements were issued and the following items were noted:

On November 17, 2016, the Board approved the conversion of the Fund, a series of BlackRock Series, Inc., from a “master-feeder” structure into a stand-alone mutual fund. This change is scheduled to become effective during the first half of 2017. On the conversion date, the Portfolio will transfer all of its assets and liabilities to the Fund. In addition, the Fund will terminate the Administration Agreement and enter into an Investment Advisory Agreement with BlackRock Advisors, LLC. The terms of the new agreement are substantially the same as the Investment Advisory Agreement between BlackRock Advisors, LLC and the Portfolio, including the investment advisory fee rate. The change to a stand-alone structure will not increase the fees and expenses borne by the Fund or create a taxable event for the Fund or its shareholders.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 19

Report of Independent Registered Public Accounting Firm

To the Shareholders of BlackRock International Fund and Board of Directors of BlackRock Series, Inc.:

We have audited the accompanying statement of assets and liabilities of BlackRock International Fund (the “Fund”), a series of BlackRock Series, Inc., as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

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

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock International Fund as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Philadelphia, Pennsylvania

December 22, 2016

Important Tax Information (Unaudited)

During the fiscal year ended October 31, 2016, the following information is provided with respect to the ordinary income distributions paid by the Fund:

Payable Date	12/16/15
Qualified Dividend Income for Individuals1,2		100.00	%
Dividends Qualifying for the Dividend Received Deduction for Corporations1,2		37.70	%
Foreign Source Income2		100.00	%
Foreign Taxes Paid Per Share3	$	0.024695

¹  The Fund hereby designates the percentage indicated above or the maximum amount allowable by law.

²  Expressed as a percentage of the cash distribution grossed-up for foreign taxes.

³  The foreign taxes paid represent taxes incurred by the Fund on income received by the Fund from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax advisor regarding the appropriate treatment of foreign taxes paid.

20 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Portfolio Information BlackRock Master International Portfolio

      As of October 31, 2016

Ten Largest Holdings	Percent of Net Assets
BlackRock Liquidity Funds, T-Fund, Institutional Class		5	%
Omron Corp.		5
Royal Dutch Shell PLC, A Shares		5
Banco Bilbao Vizcaya Argentaria SA		5
Kingfisher PLC		4
THK Co. Ltd.		4
Cie Financiere Richemont SA, Registered Shares		4
Bank of China Ltd., H Shares		4
ING Groep NV		4
Recruit Holdings Co. Ltd.		4

Geographic Allocation	Percent of Net Assets
Japan		22	%
Netherlands		20
United Kingdom		13
United States		12
Spain		4
Switzerland		4
China		4
Belgium		4
Hong Kong		3
France		3
Italy		2
Israel		2
India		2
Indonesia		2
Germany		2
Denmark		1

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 21

Schedule of Investments October 31, 2016	BlackRock Master International Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Belgium — 3.6%
KBC Groep NV (a)		325,660	$	19,852,664
China — 3.8%
Bank of China Ltd., H Shares		47,609,000		21,334,520
Denmark — 1.4%
Nets A/S (a)(b)		397,559		7,592,334
France — 2.6%
Cie de Saint-Gobain		327,450		14,539,884
Germany — 1.6%
K+S AG, Registered Shares		424,386		8,593,749
Hong Kong — 3.5%
AIA Group Ltd.		3,118,200		19,616,619
India — 1.8%
Axis Bank Ltd.		1,390,291		10,170,049
Indonesia — 1.8%
Bank Mandiri Persero Tbk PT		11,309,000		9,961,518
Israel — 2.0%
Teva Pharmaceutical Industries Ltd. — ADR		262,819		11,232,884
Italy — 2.0%
Intesa Sanpaolo SpA		4,873,088		11,299,145
Japan — 22.2%
Bridgestone Corp.		491,600		18,348,318
Olympus Corp.		396,300		14,126,313
Omron Corp.		684,700		26,279,359
Recruit Holdings Co. Ltd.		525,600		21,113,112
THK Co. Ltd.		1,048,500		22,137,811
Trend Micro, Inc.		594,200		20,924,331
				122,929,244
Netherlands — 19.6%
ASML Holding NV		107,842		11,409,087
Heineken NV		254,380		20,952,916
ING Groep NV		1,618,056		21,240,350
Koninklijke Philips NV		476,298		14,351,955
Randstad Holding NV		295,929		15,220,540
Royal Dutch Shell PLC, A Shares		1,013,075		25,243,292
				108,418,140
South Korea — 0.3%
Samsung Biologics Co. Ltd. (a)		12,683		1,507,440
Spain — 4.5%
Banco Bilbao Vizcaya Argentaria SA		3,477,259		25,031,814
Switzerland — 3.9%
Cie Financiere Richemont SA, Registered Shares		333,992		21,472,315
United Kingdom — 13.3%
AstraZeneca PLC		168,734		9,448,311
Kingfisher PLC		5,556,975		24,547,598
Liberty Global PLC, Series A (a)		335,593		10,940,332

Common Stocks	Shares		Value
United Kingdom (continued)
Lloyds Banking Group PLC		20,081,918	$	14,023,715
Vodafone Group PLC		5,304,849		14,568,908
				73,528,864
United States — 6.8%
Alexion Pharmaceuticals, Inc. (a)		89,506		11,680,533
Estee Lauder Cos., Inc., Class A		136,314		11,877,039
TripAdvisor, Inc. (a)		220,400		14,211,392
				37,768,964
Total Long-Term Investments (Cost — $514,179,396) — 94.7%				524,850,147
Short-Term Securities
Money Market Funds — 5.4%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.22% (c)(d)		29,987,371		29,987,371
Total Short-Term Securities (Cost — $29,987,371) — 5.4%				29,987,371
Total Investments (Cost — $544,166,767) — 100.1%				554,837,518
Liabilities in Excess of Other Assets — (0.1)%				(320,169	)
Net Assets — 100.0%			$	554,517,349

Portfolio Abbreviations
ADR	American Depositary Receipts

See Notes to Financial Statements.

22 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Schedule of Investments (continued) BlackRock Master International Portfolio

      Notes to Schedule of Investments

(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) Current yield as of period end.

(d) During the year ended October 31, 2016, investments in issuers considered to be affiliates of the Portfolio for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares Held at October 31, 2015		Net Activity			Shares Held at October 31, 2016		Value at October 31, 2016		Income		Realized Gain
BlackRock Liquidity Funds, TempFund, Institutional Class		14,935,585		(14,935,585	)		—		—	$	33,711		$440
BlackRock Liquidity Funds, T-Fund, Institutional Class		—		29,987,371			29,987,371	$	29,987,371		6,313		—
Total								$	29,987,371	$	40,024		$440

      Derivative Financial Instruments Categorized by Risk Exposure

For the year ended October 31, 2016, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Net Realized Gain from:
Forward foreign currency exchange contracts.		—		—		—		$787,059		—		—		$787,059
Net Change in Unrealized Appreciation (Depreciation) on:
Forward foreign currency exchange contracts.		—		—		—		$334,701		—		—		$334,701

      Average Quarterly Balances of Outstanding Derivative Financial Instruments

Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$50,187,214	1
Average amounts sold — in USD	$  8,230,282

¹  Actual contract amounts for the period are shown due to limited outstanding financial instruments of each quarter end.

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

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 23

Schedule of Investments (concluded) BlackRock Master International Portfolio

      Fair Value Hierarchy as of Period End

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

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

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Long-Term Investments:
Common Stocks:
Belgium		—	$	19,852,664		—	$	19,852,664
China		—		21,334,520		—		21,334,520
Denmark	$	7,592,334		—		—		7,592,334
France		—		14,539,884		—		14,539,884
Germany		—		8,593,749		—		8,593,749
Hong Kong		—		19,616,619		—		19,616,619
India		—		10,170,049		—		10,170,049
Indonesia		—		9,961,518		—		9,961,518
Israel		11,232,884		—		—		11,232,884
Italy		—		11,299,145		—		11,299,145
Japan		—		122,929,244		—		122,929,244
Netherlands		—		108,418,140		—		108,418,140
South Korea		—		1,507,440		—		1,507,440
Spain		—		25,031,814		—		25,031,814
Switzerland		—		21,472,315		—		21,472,315
United Kingdom		10,940,332		62,588,532		—		73,528,864
United States		37,768,964		—		—		37,768,964
Short-Term Securities:
Money Market Funds		29,987,371		—		—		29,987,371
Total	$	97,521,885	$	457,315,633		—	$	554,837,518

See Notes to Financial Statements.

24 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Statement of Assets and Liabilities BlackRock Master International Portfolio

October 31, 2016
Assets
Investments at value — unaffiliated (cost — $514,179,396)	$	524,850,147
Investments at value — affiliated (cost — $29,987,371)		29,987,371
Receivables:
Dividends — unaffiliated		2,425,167
Dividends — affiliated		5,396
Prepaid expenses		184
Total assets		557,268,265
Liabilities
Payables:
Investments purchased		1,522,514
Foreign taxes		395,912
Investment advisory fees		332,279
Withdrawals to investor		367,669
Other accrued expenses		123,315
Directors’ fees		4,081
Other affiliates		5,146
Total liabilities		2,750,916
Net Assets	$	554,517,349
Net Assets Consist of
Investor’s capital	$	543,928,597
Net unrealized appreciation (depreciation)		10,588,752
Net Assets	$	554,517,349

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 25

Statement of Operations BlackRock Master International Portfolio

Year Ended October 31, 2016
Investment Income
Dividends — unaffiliated	$	14,827,576
Dividends — affiliated		40,024
Foreign taxes withheld		(1,316,593	)
Total income		13,551,007
Expenses
Investment advisory		3,904,487
Accounting services		139,771
Custodian		115,756
Professional		51,681
Directors		20,169
Printing		8,091
Miscellaneous		14,114
Total expenses		4,254,069
Less fees waived by the Manager		(8,961	)
Total expenses after fees waived		4,245,108
Net investment income		9,305,899
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments (net of $9,836 realized tax deferral)		(18,557,007	)
Capital gain distributions received from affiliated investment companies		440
Foreign currency transactions		193,738
		(18,362,829	)
Net change in unrealized appreciation (depreciation) on:
Investments		4,428,652
Foreign currency translations		553,616
		4,982,268
Total realized and unrealized loss		(13,380,561	)
Net Decrease in Net Assets Resulting from Operations	$	(4,074,662	)

See Notes to Financial Statements.

26 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Statements of Changes in Net Assets BlackRock Master International Portfolio

	Year Ended October 31,
Decrease in Net Assets:	2016			2015
Operations
Net investment income	$	9,305,899		$	8,186,888
Net realized loss		(18,362,829	)		(4,242,004	)
Net change in unrealized appreciation (depreciation)		4,982,268			(19,599,246	)
Net decrease in net assets resulting from operations		(4,074,662	)		(15,654,362	)
Capital Transactions
Proceeds from contributions		139,688,096			139,573,930
Value of withdrawals		(155,001,322	)		(205,395,007	)
Net decrease in net assets derived from capital transactions		(15,313,226	)		(65,821,077	)
Net Assets
Total decrease in net assets		(19,387,888	)		(81,475,439	)
Beginning of year		573,905,237			655,380,676
End of year	$	554,517,349		$	573,905,237

Financial Highlights BlackRock Master International Portfolio

	Year Ended October 31,
	2016			2015			2014			2013			2012
Total Return
Total return		(0.58	)%		(2.98	)%		(1.06	)%		28.02	%1		1.81	%
Ratios to Average Net Assets
Total expenses		0.81	%		0.80	%2		0.80	%		0.78	%		0.81	%
Total expenses after fees waived		0.81	%		0.80	%2		0.80	%		0.78	%		0.81	%
Net investment income		1.78	%		1.33	%2		1.54	%		2.08	%		1.50	%
Supplemental Data
Net assets, end of year (000)	$	554,517		$	573,905		$	655,381		$	903,157		$	709,589
Portfolio turnover rate		84	%		112	%		128	%		128	%		117	%

¹  Includes a payment from an affiliate to compensate for foregone securities lending revenue which impacted the Portfolio’s total return. Not including this payment, the Portfolio’s total return would have been 27.93%.

²  Does not include expenses incurred indirectly as a result of investments in underlying funds of approximately 0.01%, although the ratio does include the Fund’s share of the Portfolio’s allocated expenses and/or net investment income.

See Notes to Financial Statements.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 27

Notes to Financial Statements BlackRock Master International Portfolio

1. Organization:

BlackRock Master International Portfolio (the “Portfolio”), a series of BlackRock Master LLC (the “Master LLC”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Master LLC is organized as a Delaware limited liability company. The Limited Liability Company Agreement of the Master LLC permits the Board of Directors of the Master LLC (the “Board”) to issue non-transferable interests in the Master LLC, subject to certain limitations.

The Portfolio, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.

2. Significant Accounting Policies:

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Portfolio 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:

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

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

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

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

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

Other: Expenses directly related to the Portfolio are charged to the Portfolio. 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 Portfolio has an arrangement with its custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Portfolio may incur charges on certain uninvested cash balances and overdrafts, subject to certain conditions.

3. Investment Valuation and Fair Value Measurements:

Investment Valuation Policies: The Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The

28 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements (continued) BlackRock Master International Portfolio

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

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

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

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

• Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of business trading on the NYSE. Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of business trading on the NYSE. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available.

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

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

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

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

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

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

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 29

Notes to Financial Statements (continued) BlackRock Master International Portfolio

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

4. Derivative Financial Instruments:

The Portfolio engages in various portfolio investment strategies using derivative contracts both to increase the returns of the Portfolio and/or to manage its exposure to certain risks such as foreign currency exchange rate risk. Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange or OTC.

Forward Foreign Currency Exchange Contracts: The Portfolio enters into forward foreign currency exchange contracts 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 Portfolio are denominated and in some cases, may be used to obtain exposure to a particular market.

The contract is marked to market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statement 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.

Master Netting Agreements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, the Portfolio 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 the Portfolio 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, the Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. Bankruptcy or insolvency laws of a particular jurisdiction may restrict or prohibit the right of offset in bankruptcy, insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to terminate derivative contracts prior to maturity in the event the Portfolio’s net assets decline by a stated percentage or the Portfolio fails to meet the terms of its ISDA Master Agreements. The result would cause the Portfolio to accelerate payment of any net liability owed to the counterparty.

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

Cash collateral that has been pledged to cover obligations of the Portfolio and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Portfolio, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Portfolio. Any additional required collateral is delivered to/pledged by the Portfolio on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. The Portfolio generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Portfolio from its counterparties are not fully collateralized, it bears the risk of loss from counterparty non-performance. Likewise, to the extent the Portfolio has delivered collateral to a counterparty and stands ready to perform under the terms of its agreement with such counterparty, it bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.

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

30 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements (continued) BlackRock Master International Portfolio

5. Investment Advisory Agreement and Other Transactions with Affiliates:

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

Investment Advisory: The Master LLC, on behalf of the Portfolio, entered into an Investment Management Agreement with the Manager, the Portfolio’s investment adviser, an indirect, wholly-owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Portfolio’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Portfolio.

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

Average Daily Net Assets	Investment Advisory Fee
Not exceeding $500 Million	0.75%
In excess of $500 Million	0.70%

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

Expense Limitations, Waivers and Reimbursements: With respect to the Portfolio, the Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Portfolio pays to the Manager indirectly through its investment in affiliated money market funds. This amount is shown as fees waived by the Manager in the Statement of Operations.

Effective September 1, 2016, the Manager has voluntarily agreed to waive the investment advisory fee payable by the Fund with respect to any portion of the Fund’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by the Manager or its affiliates that have a contractual management fee. This voluntary waiver may be reduced or discontinued at any time without notice.

For the year ended October 31, 2016, the Portfolio reimbursed the Manager $5,924 for certain accounting services, which is included in accounting services in the Statement of Operations.

Officers and Directors: Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock or its affiliates.

Other Transactions: The Portfolio 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 year ended October 31, 2016, the purchase and sale transactions which resulted in net realized losses with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

Purchases	Sales	Net Realized Loss
$4,320,835	$18,967,101	$(4,123,884)

6. Purchases and Sales:

For the year ended October 31, 2016, purchases and sales of investments, excluding short-term securities, were $427,303,372 and $437,411,107, respectively.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 31

Notes to Financial Statements (continued) BlackRock Master International Portfolio

7. Income Tax Information:

The Portfolio is disregarded as an entity separate from its owner for tax purposes. As such, the owner of the Portfolio is treated as the owner of the net assets, income, expenses and realized and unrealized gains and losses of the Portfolio. Therefore, no federal tax provision is required. It is intended that the Portfolio’s assets will be managed so the owner of the Master LLC can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

As of October 31, 2016, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:

Tax cost	$	544,830,484
Gross unrealized appreciation	$	39,539,093
Gross unrealized depreciation		(29,532,059	)
Net unrealized appreciation	$	10,007,034

8. Bank Borrowings:

The Master LLC, on behalf of the Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.1 billion credit agreement with a group of lenders. Under this agreement, the Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Portfolio, can borrow up to an aggregate commitment amount of $1.6 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 0.12% 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 2017 unless extended or renewed. Prior to April 21, 2016, the credit agreement had a fee per annum of 0.06% 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. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statement of Operations. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the year ended October 31, 2016, the Portfolio did not borrow under the credit agreement.

9. Principal Risks:

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer to meet all its obligations, including the ability to pay principal and interest when due (issuer credit risk). The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the issuers of securities owned by the Portfolio. Changes arising from the general economy, the overall market and local, regional or global political or/and social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Portfolio may invest in illiquid investments and may experience difficulty in selling those investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Portfolio’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Portfolio may lose value, regardless of the individual results of the securities and other instruments in which the Portfolio invests.

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

32 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Notes to Financial Statements (concluded) BlackRock Master International Portfolio

Counterparty Credit Risk: Similar to issuer credit risk, the Portfolio may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Portfolio manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Portfolio to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Portfolio’s 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 Portfolio.

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.

The Portfolio’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain less the value of any collateral held by the Portfolio.

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

The United Kingdom voted on June 23, 2016 to withdraw from the European Union, which may introduce significant new uncertainties and instability in the financial markets across Europe.

10. Subsequent Events:

Management’s evaluation of the impact of all subsequent events on the Portfolio’s financial statements was completed through the date the financial statements were issued and the following items were noted:

On November 17, 2016, the Board of Directors of BlackRock International Fund (the “Fund”) approved a proposal to cease investing in the Portfolio as part of a “master-feeder” structure and become a stand-alone mutual fund. This change is scheduled to become effective during the first half of 2017. On the conversion date, the Portfolio will transfer all of its assets and liabilities to the Fund.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 33

Report of Independent Registered Public Accounting Firm

To the Investor of BlackRock Master International Portfolio and Board of Directors of BlackRock Master LLC:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Master International Portfolio (the “Portfolio”), one of the series constituting BlackRock Master LLC, as of October 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Master International Portfolio as of October 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Philadelphia, Pennsylvania

December 22, 2016

34 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Directors of BlackRock Master LLC (the “Master LLC”) met in person on April 21, 2016 (the “April Meeting”) and May 18-20, 2016 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Advisory Agreement”) between the Master LLC, on behalf of BlackRock Master International Portfolio (the “Master Portfolio”), a series of the Master LLC, and BlackRock Advisors, LLC (the “Manager”), the Master LLC’s investment adviser. The Board of Directors of the Master LLC also considered the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock International Limited (the “Sub-Advisor”) with respect to the Master Portfolio. BlackRock International Fund (the “Fund”), a series of BlackRock Series, Inc. (“Series Fund”), is a “feeder” fund that invests all of its investable assets in the Master Portfolio. Accordingly, the Board of Directors of Series Fund also considered the approval of the Advisory Agreement and the Sub-Advisory Agreement with respect to the Master Portfolio. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.” For simplicity: (a) the Board of Directors of the Master LLC and the Board of Directors of Series Fund are referred to herein collectively as the “Board,” and the members are referred to as “Board Members;” and (b) the shareholders of the Fund and the interest holders of the Master Portfolio are referred to as “shareholders.”

Activities and Composition of the Board

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

The Agreements

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

The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Master Portfolio, the Fund and their shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further below in the section titled “Board Considerations in Approving the Agreements.” Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, ten-year and/or since inception periods, as applicable, against peer funds, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance relative to 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 Master Portfolio and/or the Fund for services; (c) the Master Portfolio’s and/or the Fund’s operating expenses and how BlackRock allocates expenses to the Master Portfolio and the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Master Portfolio’s and the Fund’s investment objective(s), policies and restrictions, and meeting regulatory requirements; (e) the Master LLC’s and Series Fund’s compliance with its respective compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Master LLC’s and/or Series Fund’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund and institutional account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Master Portfolio and/or 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.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 35

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

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) on fees and expenses of the Master Portfolio and the Fund, as applicable, as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds as determined by Broadridge¹; (b) information on the profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees charged to other clients, such as institutional clients, sub-advised mutual funds, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) review of non-management fees; (e) the existence, impact and sharing of potential economies of scale; (f) a summary of aggregate amounts paid by the Master Portfolio and/or Fund to BlackRock; and (g) sales and redemption data regarding the Fund’s shares.

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

At the May Meeting, the Board of the Master LLC, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Master LLC with respect to the Master Portfolio and the Sub-Advisory Agreement between the Manager and the Sub-Advisor with respect to the Master Portfolio, each for a one-year term ending June 30, 2017. The Board of Series Fund, including the Independent Board Members, also considered the continuation of the Agreements with respect to the Master Portfolio and found the Agreements to be satisfactory. In approving the continuation of the Agreements, the Board of the Master LLC considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Master Portfolio and the Fund; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Master Portfolio and the Fund; (d) the Fund’s costs to investors compared to the costs of Expense Peers and performance compared to the relevant performance metrics as previously discussed; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of its relationship with the Master Portfolio and the Fund; and (g) other factors deemed relevant by the Board Members.

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

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

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

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

36 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

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

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

B. The Investment Performance of the Master Portfolio, the Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Master Portfolio and the Fund, as applicable. The Board noted that the Fund’s investment results correspond directly to the investment results of the Master Portfolio. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included a comprehensive analysis of the Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Broadridge data that was prepared by BlackRock. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to other funds in its applicable Broadridge category. The Board was provided with a description of the methodology used by Broadridge to select peer funds and periodically meets with Broadridge representatives to review its methodology. The Board was provided with information on the composition of the Broadridge performance universes and expense universes. The Board and its Performance Oversight and Contract Committee regularly review, and meet with Master Portfolio management to discuss, the performance of the Master Portfolio and the Fund, as applicable, throughout the year.

In evaluating performance, the Board 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. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect long-term performance disproportionately.

The Board noted that for the one-, three- and five-year periods reported, the Fund ranked in the fourth, second and fourth quartiles, respectively, against its Broadridge Performance Universe. The Board and BlackRock reviewed and discussed the reasons for the Fund’s underperformance during the one- and five-year periods. The Board was informed that, among other things, the primary detractor during the one-year period was an overweight position in the consumer discretionary sector. Poor stock selection in the financial sector drove underperformance over the five-year period.

The Board and BlackRock discussed BlackRock’s strategy for improving the Master Portfolio’s/Fund’s investment performance. Discussions covered topics, for the Master Portfolio and Fund, as applicable, such as: investment risks undertaken; performance attribution; investment personnel; and the resources appropriate to support the investment processes. The Board and BlackRock also discussed BlackRock’s active equity platform, and it was noted that BlackRock has recruited a Head of Global Active Equity, and has appointed a Chief Performance Officer to provide analysis of investment performance to senior management and the Board.

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

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 37

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

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Master Portfolio and the Fund. The Board reviewed BlackRock’s profitability with respect to the Master Portfolio and the Fund, as applicable, and other funds the Board currently oversees for the year ended December 31, 2015 compared to available aggregate profitability data provided for the prior two years. The Board reviewed BlackRock’s profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. As a result, calculating and comparing profitability at individual fund levels is difficult.

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

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

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

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Master Portfolio and the Fund increase, as well as the existence of expense caps, as applicable. The Board also considered the extent to which the Master Portfolio and the Fund benefit from such economies in a variety of ways and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Master Portfolio and the Fund to more fully participate in these economies of scale. The Board considered the Master Portfolio’s asset levels and whether the current fee schedule was appropriate. In their consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.

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

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

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

38 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

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

Conclusion

The Board of the Master LLC, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Master LLC and the Sub-Advisory Agreement between the Manager and the Sub-Advisor with respect to the Master Portfolio, each for a one-year term ending June 30, 2017. Based upon its evaluation of all of the aforementioned factors in their totality, the Board of the Master LLC, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Master Portfolio and its shareholders. The Board of Series Fund, including the Independent Board Members, also considered the continuation of the Agreements with respect to the Master Portfolio and found the Agreements to be satisfactory. In arriving at its decision to approve the Agreements, the Board of the Master LLC did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Master Portfolio reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 39

Officers and Directors

Name, Address1 and Year of Birth	Position(s) Held with the Corporation/ Master LLC	Length of Time Served3	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
Independent Directors2
Rodney D. Johnson 1941	Chair of the Board and Director	Since 2007	President, Fairmount Capital Advisors, Inc. from 1987 to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011; Director, The Mainstay (non-profit) since 2016.	26 RICs consisting of 143 Portfolios	None
David O. Beim 1940	Director	Since 2007	Professor of Professional Practice at the Columbia University Graduate School of Business since 1991 to 2014; Trustee, Phillips Exeter Academy from 2002 to 2012; Chairman, Wave Hill, Inc. (public garden and cultural center) from 1990 to 2006.	26 RICs consisting of 143 Portfolios	None
Susan J. Carter 1956	Director	Since 2016	Director, Pacific Pension Institute since 2014; Advisory Board Member, Center for Private Equity and Entrepre- neurship 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 since 2015; Advisory Board Member, Bridges Ventures since 2016.	26 RICs consisting of 143 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.	26 RICs consisting of 143 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.	26 RICs consisting of 143 Portfolios	None
Dr. Matina S. Horner 1939	Director	Since 2007	Executive Vice President, Teachers Insurance and Annuity Association and College Retirement Equities Fund from 1989 to 2003.	26 RICs consisting of 143 Portfolios	NSTAR (electric and gas utility)
Cynthia A. Montgomery 1952	Director	Since 2007	Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012.	26 RICs consisting of 143 Portfolios	Newell Rubbermaid, Inc. (manufacturing)
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.	26 RICs consisting of 143 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Robert C. Robb, Jr. 1945	Director	Since 2007	Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981 and Principal since 2010.	26 RICs consisting of 143 Portfolios	None
Mark Stalnecker 1951	Director	Since 2015	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee, Winterthur Museum and Country Estate from 2001 to 2015; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System since 2009; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director, SEI Private Trust Co. from 2001 to 2014.	26 RICs consisting of 143 Portfolios	None

40 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Officers and Directors (continued)

Name, Address1 and Year of Birth	Position(s) Held with the Corporation/ Master LLC	Length of Time Served3	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
Independent Directors2 (concluded)
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.	26 RICs consisting of 143 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 since 2009; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	26 RICs consisting of 143 Portfolios	None
Frederick W. Winter 1945	Director	Since 2007	Director, Alkon Corporation since 1992; Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh, Dean and Professor from 1997 to 2005, Professor until 2013.	26 RICs consisting of 143 Portfolios	None
Interested Directors4
Barbara G. Novick 1960	Director	Since 2015	Vice Chairman of BlackRock, Inc. since 2006; Chair of BlackRock’s Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock, Inc. from 1988 to 2008.	100 RICs consisting of 217 Portfolios	None
John M. Perlowski 1964	Director, President, and Chief Executive Officer	Since 2015 (Director); Since 2010 (President and Chief Executive Officer)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Fund & Accounting Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.	128 RICs consisting of 315 Portfolios	None
	1    The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Independent Directors serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board has determined to extend the terms of Independent Directors on a case-by-case basis, as appropriate. The Board has unanimously approved extending the mandatory retirement age for David O. Beim and Dr. Matina S. Horner until December 31, 2016, which the Board believes is in the best interests of shareholders of the Fund/Portfolio. 3    Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Independent Directors as joining the Board in 2007, those Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: David O. Beim, 1998; Dr. Matina S. Horner, 2004; Rodney D. Johnson, 1995; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1999; Kenneth L. Urish, 1999; and Frederick W. Winter, 1999. 4    Ms. Novick and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Corporation/Master LLC based on their positions with BlackRock and its affiliates. Mr. Perlowski and Ms. Novick are also board members of certain complexes of BlackRock registered open-end and closed-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex and the BlackRock Closed-End Complex, and Ms. Novick is a board member of the BlackRock Closed-End Complex.

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 41

Officers and Directors (concluded)

Name, Address1 and Year of Birth	Position(s) Held with the Corporation/ Master LLC	Length of Time Served as an Officer	Principal Occupation(s) During Past Five Years
Officers Who Are Not Directors2
Thomas Callahan 1968	Vice President	Since 2016	Managing Director of BlackRock, Inc. since 2013; 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 Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock, Inc. from 2008 to 2010.
Neal J. Andrews 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.
Jay M. Fife 1970	Treasurer	Since 2007	Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Charles Park 1967	Chief Compliance Officer	Since 2014	Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Fernanda Piedra 1969	Anti-Money Laundering Compliance Officer	Since 2015	Director of BlackRock, Inc. since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock, Inc. since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010.
Benjamin Archibald 1975	Secretary	Since 2012	Managing Director of BlackRock, Inc. since 2014; Director of BlackRock, Inc. from 2010 to 2013; Secretary of the iShares® exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012.
	1    The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Officers of the Corporation/Master LLC serve at the pleasure of the Board.
	Further information about the Corporation’s/Master LLC’s Officers and Directors is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling 1 (800) 441-7762.

Investment Adviser and Administrator BlackRock Advisors, LLC Wilmington, DE 19809	Accounting Agent and Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	Independent Registered Public Accounting Firm Deloitte & Touche LLP Philadelphia, PA 19103	Address of the Corporation/Master LLC 100 Bellevue Parkway Wilmington, DE 19809
Sub-Adviser BlackRock International Limited Edinburgh, EH3 8BL United Kingdom	Custodian Brown Brothers Harriman & Co. Boston, MA 02109	Distributor BlackRock Investments, LLC New York, NY 10022	Legal Counsel Sidley Austin LLP New York, NY 10019

42 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

Additional Information

      General Information

Householding

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

Availability of Quarterly Schedule of Investments

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

Availability of Proxy Voting Policies and Procedures

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

Availability of Proxy Voting Record

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

BlackRock’s Mutual Fund Family

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

BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016 43

Additional Information (concluded)

      Shareholder Privileges

Account Information

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

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

      BlackRock Privacy Principles

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

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.

44 BLACKROCK INTERNATIONAL FUND OCTOBER 31, 2016

This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

IF-10/16-AR

Item 2 –	Code of Ethics – Each registrant (or “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. Each registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, by calling 1-800-441-7762.
Item 3 –	Audit Committee Financial Expert – Each registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial expert serving on its audit committee and (ii) each audit committee financial expert is independent:
	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.
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 Funds:

	(a) Audit Fees		(b) Audit-Related Fees1		(c) Tax Fees2		(d) All Other Fees3
Entity Name	Current   Fiscal   Year End	Previous   Fiscal   Year   End	Current   Fiscal   Year   End	Previous   Fiscal   Year   End	Current   Fiscal   Year   End	Previous   Fiscal   Year   End	Current   Fiscal   Year   End	Previous Fiscal Year End
BlackRock International Fund of BlackRock Series, Inc.	$7,363	$7,363	$0	$0	$14,127	$14,127	$0	$0
BlackRock Master International Portfolio of BlackRock Master LLC	$31,988	$31,988	$0	$0	$0	$0	$0	$0

The following table presents fees billed by D&T that were required to be approved by each registrant’s audit committee (each a “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):

	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees1	$0	$0
(c) Tax Fees2	$0	$0
(d) All Other Fees3	$2,129,000	$2,391,000

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.

² The nature of the services includes tax compliance, tax advice and tax planning.

2

³ Aggregate fees borne by BlackRock in connection with the review of compliance procedures and attestation thereto performed by D&T with respect to all of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

Each 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 registrant’s Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Fund Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrants 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 registrant’s 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 either Committee pursuant to the de minimus exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Fund Service Providers were:

Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock International Fund of BlackRock Series, Inc.	$14,127	$14,127
BlackRock Master International Portfolio of BlackRock Master LLC	$0	$0

	Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,129,000 and $2,391,000, respectively, were billed by D&T to the Investment Adviser.
	(h) Each Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5 –	Audit Committee of Listed Registrants – Not Applicable

3

Item 6 –	Investments
	(a) The registrants’ Schedules of Investments are included as part of the Report to Stockholders filed under Item 1 of this Form.
	(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –  Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.
Item 11 – Controls and Procedures
	(a) –     The registrants’ principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants’ 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 15(d)-15(b) under the Securities Exchange Act of 1934, as amended.
	(b) –     There were no changes in the registrants’ internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants’ internal control over financial reporting.
Item 12 – Exhibits attached hereto
	(a)(1) – Code of Ethics – See Item 2
	(a)(2) – Certifications – Attached hereto
	(a)(3) – Not Applicable
	(b) –    Certifications – Attached hereto

4

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

BlackRock International Fund of BlackRock Series, Inc. and BlackRock Master International Portfolio of BlackRock Master LLC

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
BlackRock International Fund of BlackRock Series, Inc. and BlackRock Master International Portfolio of BlackRock Master LLC

Date: January 4, 2017

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 each 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 International Fund of BlackRock Series, Inc. and BlackRock Master International Portfolio of BlackRock Master LLC
Date: January 4, 2017
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of
BlackRock International Fund of BlackRock Series, Inc. and BlackRock Master International Portfolio of BlackRock Master LLC
Date: January 4, 2017

5