UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05742

Name of Fund:  BlackRock Funds

^SM

BlackRock Wealth Liquid Environmentally Aware Fund

Fund Address:   100 Bellevue Parkway, Wilmington, DE 19809

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

^SM

, 50 Hudson Yards, New York, NY 10001

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

Date of fiscal year end: 03/31/2024

Date of reporting period: 09/30/2023

Item 1 – Report to Stockholders

(a)

The Report to Shareholders is attached herewith.

(b)

Not Applicable

September

30,

2023

Not

FDIC

Insured

-

May

Lose

Value

-

No

Bank

Guarantee

2023

Semi

-

Annual

Report

(Unaudited)

BlackRock

Funds

SM

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Dear

Shareholder,

The

combination

of

continued

economic

growth

and

moderating

inflation

provided

a

supportive

backdrop

for

investors

during

the

12-month

reporting

period

ended

September

30,

2023.

Significantly

tighter

monetary

policy

helped

to

rein

in

inflation

while

the

economy

proved

more

resilient

than

many

investors

anticipated.

A

moderating

labor

market

also

helped

ease

inflationary

pressure,

although

wages

continued

to

grow

and

unemployment

rates

touched

the

lowest

levels

in

decades.

This

robust

labor

market

powered

further

growth

in

consumer

spending,

backstopping

the

economy.

On

October

7,

2023,

Hamas

launched

a

horrific

attack

on

Israel.

The

ensuing

war

will

have

a

significant

humanitarian

impact

and

could

lead

to

heightened

economic

and

market

volatility.

We

see

geopolitics

as

a

structural

market

risk

going

forward.

See

our

geopolitical

risk

dashboard

at

blackrock.com

for

more

details.

Equity

returns

were

substantial,

as

the

durability

of

consumer

sentiment

and

spending

mitigated

investors’

concerns

about

the

economy’s

trajectory.

The

U.S.

economy

resumed

growth

in

the

third

quarter

of

2022

and

continued

to

expand

thereafter.

All

major

classes

of

equities

rose,

although

large-capitalization

U.S.

stocks

posted

significantly

higher

returns

than

small-capitalization

U.S.

stocks

due

primarily

to

the

performance

of

large

technology

companies.

International

developed

market

equities

also

advanced

strongly,

and

emerging

market

equities

posted

solid

gains.

The

10-year

U.S.

Treasury

yield

rose

during

the

reporting

period,

driving

its

price

down,

as

investors

reacted

to

elevated

inflation

and

attempted

to

anticipate

future

interest

rate

changes.

The

corporate

bond

market

benefited

from

improving

economic

sentiment,

although

high-yield

corporate

bond

prices

fared

significantly

better

than

investment-grade

bonds

as

demand

from

yield-seeking

investors

remained

strong.

The

U.S.

Federal

Reserve

(the

“Fed”),

attempting

to

manage

persistent

inflation,

raised

interest

rates

six

times

during

the

12-month

period.

Furthermore,

the

Fed

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

However,

the

Fed

declined

to

raise

interest

rates

at

two

of

its

meetings

late

in

the

period.

Supply

constraints

appear

to

have

become

an

embedded

feature

of

the

new

macroeconomic

environment,

making

it

difficult

for

developed

economies

to

increase

production

without

sparking

higher

inflation.

Geopolitical

fragmentation

and

an

aging

population

risk

further

exacerbating

these

constraints,

keeping

the

labor

market

tight

and

wage

growth

high.

Although

the

Fed

has

decelerated

the

pace

of

interest

rate

hikes

and

recently

opted

for

two

pauses,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

to

keep

inflation

under

control.

Furthermore,

ongoing

structural

changes

may

mean

that

the

Fed

will

be

hesitant

to

cut

interest

rates

in

the

event

of

faltering

economic

activity

lest

inflation

accelerate

again.

We

believe

investors

should

expect

a

period

of

higher

volatility

as

markets

adjust

to

the

new

economic

reality

and

policymakers

attempt

to

adapt.

While

we

favor

an

overweight

position

in

developed

market

equities

in

the

long

term,

we

prefer

an

underweight

stance

in

the

near

term.

Expectations

for

corporate

earnings

remain

elevated,

which

seems

inconsistent

with

macroeconomic

constraints.

Nevertheless,

we

are

overweight

on

Japanese

stocks

in

the

near

term

as

shareholder-friendly

policies

generate

increased

investor

interest.

We

also

believe

that

stocks

with

an

AI

tilt

should

benefit

from

an

investment

cycle

that

is

set

to

support

revenues

and

margins.

In

credit,

there

are

selective

opportunities

in

the

near

term

despite

tightening

credit

and

financial

conditions.

For

fixed

income

investing

with

a

six-

to

twelve-month

horizon,

we

see

the

most

attractive

investments

in

short-term

U.S.

Treasuries,

U.S.

inflation-linked

bonds,

euro

area

government

bonds

and

gilts,

U.S.

mortgage-backed

securities,

and

hard-

currency

emerging

market

bonds.

Overall,

our

view

is

that

investors

need

to

think

globally,

position

themselves

to

be

prepared

for

a

decarbonizing

economy,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

blackrock.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock

Advisors,

LLC

The

Markets

in

Review

Rob

Kapito

President,

BlackRock

Advisors,

LLC

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Total

Returns

as

of

September

30,

2023

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

5.18

%

21.62

%

U.S.

small

cap

equities

(Russell

2000

®

Index)

(0.19

)

8.93

)

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

(1.28

)

25.65

)

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(2.05

)

11.70

)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.50

4.47

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(6.98

)

(2.90

)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

(4.05

)

0.64

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

(4.05

)

2.66

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

2.22

10.28

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

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

2

Semi-Annual

Report:

Money

Market

Overview

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

4

Fund

Information

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

5

Disclosure

of

Expenses

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

5

Financial

Statements:

Schedule

of

Investments

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

6

Statement

of

Assets

and

Liabilities

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

9

Statement

of

Operations

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

11

Statements

of

Changes

in

Net

Assets

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

12

Financial

Highlights

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

13

Notes

to

Financial

Statements

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

18

Disclosure

of

Investment

Advisory

Agreement

and

Sub-Advisory

Agreement

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

24

Additional

Information

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

27

Glossary

of

Terms

Used

in

This

Report

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

29

Money

Market

Overview

For

the

Six-Month

Period

Ended

September

30,

2023

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

4

During

the

six-month

period

ended

September

30,

2023,

over

the

course

of

four

meetings,

the

Federal

Open

Market

Committee

(the

“FOMC”

or

the

“Committee”),

increased

the

range

of

the

Federal

Funds

target

rate

from

4.75%-5.00%

in

March

2023

to

5.25%-5.50%

in

September

2023.

The

Committee

again

noted

it

will

continue

reducing

its

holdings

of

Treasury

securities,

Agency

debt

and

Agency

Mortgage-Backed

securities

as

delineated

in

its

Plans

for

Reducing

the

Size

of

the

Federal

Reserve’s

Balance

Sheet

released

in

conjunction

with

the

May

4

FOMC

meeting.

The

FOMC’s

Summary

of

Economic

Projections

and

most

recent

“dot

plot”

forecast

shows

a

median

rate

of

5.60%

at

the

end

of

2023,

5.10%

at

the

end

of

2024,

and

3.90%

at

the

end

of

2025.

In

a

notable

change

in

our

view,

the

median

federal

funds

rate

forecast

for

2024

reflected

just

two

0.25%

cuts,

down

from

four

as

of

the

June

2023

projections.

In

a

statement

released

in

conjunction

with

the

meeting,

the

Committee

again

noted

it

“remains

highly

attentive

to

inflation

risks”

and

acknowledged

that

“tighter

credit

conditions

for

households

and

businesses

are

likely

to

weigh

on

economic

activity,

hiring

and

inflation.”

U.S.

macroeconomic

data

showed

signs

of

easing

as

evidenced

by

the

unemployment

rate

increasing

to

3.8%

in

September

2023

from

a

near

historic

low

of

3.5%

in

March

2023.

In

Q2

and

Q3

of

2023,

real

gross

domestic

product

(“GDP”)

increased

2.4%

and

2.1%,

respectively,

largely

due

to

consumer

spending

and

a

strong

labor

market.

Following

the

U.S.

debt

ceiling

resolution

in

June

2023,

there

has

been

an

estimated

$1.4

trillion

of

new

treasury

issuance.

This

has

led

to

a

meaningful

reduction

in

daily

utilization

of

the

Fed’s

reverse

repurchase

agreement

(“RRP”)

facility,

averaging

nearly

$2.0

trillion

in

2022

but

only

$1.78

trillion

since

June

2023.

On

September

29,

2023

the

RRP

facility

ended

the

quarter

near

recent

lows,

with

a

balance

of

over

$1.56

trillion.

The

secured

overnight

financing

rate

(“SOFR”)—a

broad

measure

of

the

cost

of

borrowing

cash

overnight

collateralized

by

Treasury

securities—

ended

September

2023

near

year-to-date

highs

at

5.31%.

SOFR

has

averaged

4.90%

in

2023

thus

far.

Industry-wide

money

market

mutual

funds

(“MMFs”)

experienced

record-high

inflows

throughout

the

reporting

period,

averaging

~$5.4

billion

in

assets

daily.

Government

Money

Market

Fund

assets

saw

the

biggest

increase

with

$325

billion

of

inflows

over

the

reporting

period,

while

Prime

Money

Market

Fund

assets

saw

inflows

of

over

$136

billion.

Specific

to

the

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(“the

Fund”),

the

Fund

saw

inflows

of

approximately

$603

million

over

the

reporting

period

with

assets

totaling

$1.26

billion

in

January

2023.

We

continue

to

see

an

increase

in

interest

on

the

part

of

issuers

to

bring

sustainability-linked

bonds

or

green

bonds

to

market

in

the

money

market

space.

Portfolio

purchases

over

the

reporting

period

were

primarily

focused

on

U.S.

dollar

denominated

certificate

of

deposits

and

commercial

paper

with

floating

rate

coupons

indexed

to

the

SOFR

and

fixed

rate

securities

with

yields

that

compensate

for

the

likely

path

of

interest

rates.

Overnight

and

weekly

investments

in

time

deposits,

commercial

paper

and

repurchase

agreements

collateralized

by

U.S.

Treasury

securities

or

U.S.

Government

agency

securities

continued

to

provide

relative

value,

especially

as

the

market

continued

to

price

in

an

additional

rate

hike

for

2023.

Issuer

and

security

selection

were

consistent

with

the

Environmental

focus

of

the

portfolio.

Given

our

expectation

that

the

Fed

is

nearing

an

end

of

rate

increases,

the

Weighted

Average

Maturity

(“WAM”)

of

the

Portfolio

was

increased

to

37

days

from

25

days

at

the

start

of

the

reporting

period

while

the

Weighted

Average

Life

(“WAL”)

was

increased

to

54

days

from

39

days

over

the

same

period.

Purchases

were

focused

on

fixed

rate

securities

issued

or

guaranteed

by

the

governments

of

and

within

a

select

group

of

countries.

The

floating

rate

note

exposure

decreased

from

18%

to

15%

during

the

reporting

period.

Past

performance

is

no

guarantee

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Fund

Information

as

of

September

30,

2023

5

Fund

Information

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investment

Objective

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund’s

(the

“Fund”)

investment

objective

is

to

seek

as

high

a

level

of

current

income

as

is

consistent

with

liquidity

and

preservation

of

capital

while

giving

consideration

to

select

environmental

criteria.

Expense

Example

See

“Disclosure

of

Expenses”

for

further

information

on

how

expenses

were

calculated.

Disclosure

of

Expenses

Shareholders

of

the

Fund

may

incur

the

following

charges:

(a)

transactional

expenses;

and

(b)

operating

expenses,

including

investment

advisory

fees, administration

fees,

service

and

distribution

fees

and

other

fund

expenses.

The

expense

example

shown

(which

is

based

on

a

hypothetical

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

through

the

end

of

the

period)

is

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

the

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

mutual

funds.

The

expense

example

provides

information

about

actual

account

values

and

actual

expenses.

Annualized

expense

ratios

reflect

contractual

and

voluntary

fee

waivers,

if

any.

In

order

to

estimate

the

expenses

a

shareholder

paid

during

the

period

covered

by

this

report,

shareholders

can

divide

their

account

value

by

$1,000

and

then

multiply

the

result

by

the

number

corresponding

to

their share

class

under

the

heading

entitled

“Expenses

Paid

During

the

Period.” 

The

expense

example

also

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses.

In

order

to

assist

shareholders

in

comparing

the

ongoing

expenses

of

investing

in

the

Fund

and

other

funds,

compare

the

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds. 

The

expenses

shown

in

the

expense

example

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

transactional

expenses,

such

as

sales

charges,

if

any.

Therefore,

the

hypothetical

example is

useful

in

comparing

ongoing

expenses

only

and

will

not

help

shareholders

determine

the

relative

total

expenses

of

owning

different

funds.

If

these

transactional

expenses

were

included,

shareholder

expenses

would

have

been

higher.

Actual

H

ypothetical

5%

Re

turn

Beginning

Account

Value

(04/01/23)

Ending

Account

Value

(09/30/23)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(04/01/23)

Ending

Account

Value

(09/30/23)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

Institutional

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

$

1,000.00‌

$

1,025.80‌

$

1.01‌

$

1,000.00‌

$

1,024.00‌

$

1.01‌

0.20‌%

Premier

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

1,000.00‌

1,025.90‌

1.01‌

1,000.00‌

1,024.00‌

1.01‌

0.20‌

Service

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

1,000.00‌

1,024.40‌

2.38‌

1,000.00‌

1,022.65‌

2.38‌

0.47‌

Investor

A

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

1,000.00‌

1,024.30‌

2.53‌

1,000.00‌

1,022.50‌

2.53‌

0.50‌

Investor

C

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

1,000.00‌

1,020.20‌

6.57‌

1,000.00‌

1,018.50‌

6.56‌

1.30‌

(a)

For

each

class

of

the

Fund,

expenses

are

equal

to

the

annualized

expense

ratio

for

the

class,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

183/366

(to

reflect

the

one-half

year

period

shown).

CURRENT

SEVEN-DAY

YIELDS

7-Day

SEC

Yields

7-Day

Yields

Institutional

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

5.34‌

%

5.34‌

%

Premier

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

5.34‌

5.34‌

Service

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

5.07‌

5.07‌

Investor

A

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

5.05‌

5.05‌

Investor

C

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

4.24‌

4.24‌

The

7-Day

SEC

Yields

may

differ

from

the

7-Day

Yields

shown

above

due

to

the

fact

that

the

7-Day

SEC

Yields

exclude

distributed

capital

gains.

Past

performance

is

not

an

indication

of

future

results.

PORTFOLIO

COMPOSITION

Asset

Type

Percent

of

Net

Assets

Repurchase

Agreements

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

44.0‌

%

Commercial

Paper

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

27.8‌

Certificates

of

Deposit

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

17.8‌

Time

Deposits

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

3.8‌

Municipal

Bonds

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

0.7‌

U.S.

Government

Sponsored

Agency

Obligations

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

0.7‌

U.S.

Treasury

Obligations

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

0.5‌

Corporate

Bonds

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

0.1‌

Other

Assets

Less

Liabilities

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

4.6‌

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

September

30,

2023

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

6

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Pa

r

(

000)

Value

Certificates

of

Deposit

Domestic

—

4.0%

Bank

of

America

NA

5.56%, 12/04/23

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

USD

11,000

$

11,000,000

5.75%, 01/09/24

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

10,000

10,000,000

5.25%, 01/31/24

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

7,000

7,000,000

5.44%, 02/06/24

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

5,516

5,516,000

(1-day

SOFR

+

0.37%),

5.69%, 03/27/24

(a)

7,000

7,000,000

5.90%, 05/14/24

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

10,000

10,000,000

(1-day

SOFR

+

0.64%),

5.96%, 07/15/24

(a)

5,000

5,000,000

Citibank

NA

5.80%, 02/26/24

-

03/18/24

..........

13,175

13,175,000

5.88%, 05/08/24

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

7,500

7,500,000

5.89%, 05/10/24

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

5,000

5,000,000

5.92%, 06/20/24

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

12,000

12,000,000

93,191,000

Yankee

—

13.8%

(b)

Bank

of

Montreal,

Chicago,

5.82%, 05/28/24

2,000

2,000,000

Bank

of

Nova

Scotia

(The),

Houston

(1-day

SOFR

+

0.49%),

5.80%, 01/26/24

(a)

4,000

4,000,000

5.82%, 05/28/24

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

5,000

5,000,000

(1-day

SOFR

+

0.47%),

5.78%, 06/03/24

(a)

12,000

12,000,000

Canadian

Imperial

Bank

of

Commerce,

New

York

5.60%, 12/01/23

-

03/04/24

..........

12,000

12,000,000

5.40%, 02/08/24

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

10,000

10,000,000

5.90%, 06/13/24

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

11,000

11,000,000

Credit

Agricole

Corporate

&

Investment

Bank

SA,

New

York

5.40%, 11/10/23

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

6,000

6,000,000

(1-day

SOFR

+

0.38%),

5.69%, 11/17/23

(a)

7,000

7,000,000

5.69%, 12/13/23

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

4,000

4,000,000

Credit

Industriel

et

Commercial,

New

York,

(1-day

SOFR

+

0.37%),

5.68%, 04/08/24

(a)

10,000

10,000,000

DZ

Bank

AG,

New

York,

5.40%, 11/09/23

...

6,000

6,000,000

Mitsubishi

UFJ

Trust

&

Banking

Corp.,

New

York

5.33%, 10/03/23

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

20,000

20,000,000

5.60%, 01/03/24

-

01/05/24

..........

17,000

17,000,000

Mizuho

Bank

Ltd.,

New

York

(a)

(1-day

SOFR

+

0.35%),

5.67%, 10/20/23

.

12,000

12,000,000

(1-day

SOFR

+

0.34%),

5.66%, 11/17/23

.

20,000

20,003,791

(1-day

SOFR

+

0.43%),

5.75%, 01/31/24

.

11,000

11,000,000

(1-day

SOFR

+

0.41%),

5.73%, 02/20/24

.

10,500

10,500,000

MUFG

Bank

Ltd.,

New

York

5.62%, 11/01/23

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

12,000

12,000,000

(1-day

SOFR

+

0.43%),

5.75%, 11/10/23

(a)

6,000

6,000,000

National

Australia

Bank

Ltd.,

New

York,

(1-day

SOFR

+

0.40%),

5.71%, 01/12/24

(a)

....

9,000

9,000,000

Natixis

SA,

New

York

5.22%, 10/13/23

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

5,000

4,999,991

5.70%, 12/01/23

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

5,000

5,000,000

Nordea

Bank

Abp,

New

York

(1-day

SOFR

+

0.45%),

5.76%, 01/18/24

(a)

9,000

9,000,987

5.15%, 02/02/24

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

8,000

8,000,505

(1-day

SOFR

+

0.52%),

5.83%, 04/18/24

(a)

10,000

10,000,000

Royal

Bank

of

Canada,

New

York

(1-day

SOFR

+

0.80%),

6.11%, 10/19/23

(a)

4,000

4,000,000

5.96%, 09/19/24

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

4,500

4,500,000

Standard

Chartered

Bank,

New

York

5.21%, 10/31/23

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

9,000

9,000,000

(1-day

SOFR

+

0.52%),

5.84%, 01/02/24

(a)

10,000

10,000,000

Sumitomo

Mitsui

Trust

Bank

Ltd.,

New

York,

(1-day

SOFR

+

0.32%),

5.63%, 10/04/23

(a)

11,000

11,000,000

Swedbank

AB,

New

York,

5.60%, 12/01/23

..

8,000

8,000,000

Security

Par

(000)

Par

(000)

Value

Yankee

(continued)

Toronto-Dominion

Bank

(The),

New

York

5.27%, 01/24/24

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

USD

7,000

$

7,000,000

(1-day

SOFR

+

0.50%),

5.82%, 01/29/24

(a)

6,000

6,000,000

5.82%, 05/24/24

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

5,000

5,000,000

6.00%, 10/02/24

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

8,000

8,000,000

Westpac

Banking

Corp.,

New

York,

(1-day

SOFR

+

0.59%),

5.90%, 05/22/24

(a)

....

6,000

6,000,000

322,005,274

Total

Certificates

of

Deposit

—

17.8%

(Cost:

$415,196,274)

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

415,196,274

Commercial

Paper

Albion

Capital

Corp.

SA,

5.52%

,

10/20/23

(c)

.

25,620

25,546,577

Alinghi

Funding

Co.

LLC

(c)

5.68%,

01/04/24

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

30,000

29,559,834

5.90%,

03/28/24

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

10,000

9,718,572

ANZ

New

Zealand

Int'l

Ltd.,

5.48%

,

11/09/23

(c)

7,000

6,960,339

Australia

&

New

Zealand

Banking

Group

Ltd.

5.48%,

11/08/23

(c)

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

15,000

14,913,708

5.48%,

12/08/23

(c)

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

5,000

4,948,150

(1-day

SOFR

+

0.50%),

5.81%,

04/02/24

(a)

4,000

4,000,000

Bank

of

Montreal,

5.85%

,

04/03/24

(c)

......

5,000

4,855,083

Bank

of

Nova

Scotia

(The),

(1-day

SOFR

+

0.50%),

5.81%

,

11/06/23

(a)

..........

5,000

5,000,292

BNZ

International

Funding

Ltd.,

(1-day

SOFR

+

0.40%),

5.71%

,

10/27/23

(a)(d)

.........

8,000

8,000,216

BPCE

SA,

5.78%

,

02/07/24

(c)(d)

..........

14,000

13,716,558

Britannia

Funding

Co.

LLC

(c)(d)

5.48%,

10/24/23

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

29,500

29,398,036

5.62%,

12/07/23

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

7,000

6,927,696

CDP

Financial,

Inc.

(c)

5.55%,

12/04/23

(d)

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

4,000

3,961,387

5.87%,

05/29/24

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

6,000

5,788,723

Chariot

Funding

LLC,

5.45%

,

10/20/23

(c)

...

31,000

30,912,141

Citigroup

Global

Markets,

Inc.,

5.85%

,

03/22/24

(c)

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

10,000

9,729,447

Columbia

Funding

Co.

LLC,

5.79%

,

02/01/24

(c)

12,530

12,288,547

Commonwealth

Bank

of

Australia

5.40%,

02/16/24

(d)

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

15,000

15,000,000

(1-day

SOFR

+

0.50%),

5.81%,

03/18/24

(a)

10,000

10,000,000

DNB

Bank

ASA

(c)

5.86%,

06/13/24

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

7,000

6,719,005

5.88%,

07/30/24

(d)

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

5,000

4,764,333

Fairway

Finance

Co.

LLC,

5.93%

,

05/28/24

(c)

4,000

3,850,667

FMS

Wertmanagement

(c)

5.75%,

05/02/24

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

3,000

2,902,095

5.75%,

05/03/24

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

3,000

2,901,638

Gotham

Funding

Corp.,

5.49%

,

11/02/23

(c)

..

5,000

4,976,222

HAT

Holdings

I

LLC,

5.48%

,

10/26/23

(c)

....

15,500

15,442,198

HSBC

Bank

plc,

(1-day

SOFR

+

0.42%),

5.74%

,

01/26/24

(a)

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

5,000

5,000,000

ING

US

Funding

LLC,

5.52%

,

11/08/23

(c)

...

7,000

6,960,987

Kreditanstalt

fuer

Wiederaufbau

(c)

5.70%,

02/05/24

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

11,000

10,785,793

5.87%,

05/02/24

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

8,000

7,737,256

Lloyds

Bank

plc

(c)

5.42%,

10/10/23

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

11,000

10,985,480

5.44%,

10/19/23

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

9,000

8,975,745

5.66%,

12/15/23

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

2,000

1,976,958

Mackinac

Funding

Co.

LLC

(c)

5.56%,

11/07/23

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

10,000

9,943,369

5.72%,

01/05/24

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

10,000

9,851,467

5.86%,

03/06/24

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

15,000

14,629,742

Schedule

of

Investments

(unaudited)

(continued)

September

30,

2023

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Schedule

of

Investments

7

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

Macquarie

Bank

Ltd.

5.50%,

10/23/23

(c)

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

USD

9,000

$

8,972,445

5.53%,

11/06/23

(c)

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

2,955

2,939,811

5.84%,

02/12/24

(c)

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

3,000

2,941,263

(1-day

SOFR

+

0.38%),

5.70%,

02/16/24

(a)

13,000

13,000,000

5.87%,

03/01/24

(c)

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

17,114

16,707,904

National

Australia

Bank

Ltd.

(1-day

SOFR

+

0.48%),

5.79%,

02/02/24

(a)

10,000

10,000,000

(1-day

SOFR

+

0.50%),

5.81%,

04/12/24

(a)

4,500

4,500,000

5.79%,

04/15/24

(c)

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

12,000

11,632,267

(1-day

SOFR

+

0.35%),

5.66%,

04/19/24

(a)

11,000

11,000,000

Natixis

SA,

5.75%

,

02/07/24

(c)

..........

8,000

7,839,037

Old

Line

Funding

LLC

5.47%,

10/30/23

(c)

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

2,500

2,489,890

5.58%,

11/17/23

(c)

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

12,000

11,914,460

(1-day

SOFR

+

0.38%),

5.70%,

01/08/24

(a)(d)

12,000

12,000,000

Oversea-Chinese

Banking

Corp.

Ltd.

(c)

5.68%,

01/19/24

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

7,000

6,881,719

5.69%,

01/23/24

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

12,000

11,789,100

Royal

Bank

of

Canada

(a)

(1-day

SOFR

+

0.72%),

6.03%,

12/07/23

12,000

12,006,041

(1-day

SOFR

+

0.60%),

5.91%,

05/23/24

9,400

9,400,000

Standard

Chartered

Bank,

5.38%

,

10/05/23

(c)

22,000

21,987,020

Svenska

Handelsbanken

AB,

5.47%

,

12/12/23

(c)

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

4,000

3,955,840

Swedbank

AB,

5.83%

,

03/14/24

(c)

........

7,000

6,819,050

UBS

AG

5.45%,

10/16/23

(c)

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

8,000

7,982,233

(1-day

SOFR

+

0.28%),

5.61%,

12/01/23

(a)(d)

5,000

5,000,000

5.98%,

05/31/24

(c)

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

7,000

6,729,258

Versailles

Commercial

Paper

LLC

(c)(d)

5.73%,

01/02/24

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

10,000

9,854,042

5.82%,

03/04/24

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

18,000

17,563,675

Victory

Receivables

Corp.,

5.44%

,

10/11/23

(c)

10,000

9,984,778

Westpac

Banking

Corp.

5.74%,

03/13/24

(c)

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

2,500

2,437,589

(1-day

SOFR

+

0.50%),

5.81%,

04/19/24

(a)

5,000

5,000,000

(1-day

SOFR

+

0.52%),

5.83%,

04/19/24

(a)

5,000

5,000,000

(1-day

SOFR

+

0.47%),

5.78%,

07/22/24

(a)

10,000

10,000,000

Total

Commercial

Paper

—

27.8%

(Cost:

$647,955,683)

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

647,955,683

Corporate

Bonds

Consumer

Finance

—

0.1%

Toyota

Motor

Credit

Corp.,

(1-day

SOFR

+

0.38%),

5.70%,

02/22/24

(a)

..........

2,720

2,720,000

Total

Corporate

Bonds

—

0.1%

(Cost:

$2,720,000)

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

2,720,000

Security

Par

(000)

Pa

r

(

000)

Value

Municipal

Bonds

Colorado

—

0.7%

(e)

Colorado

Housing

&

Finance

Authority

,

Series

2021C-2,

RB

,

VRDN

(Federal

Home

Loan

Bank

SBPA)

,

5.35%, 10/06/23

........

USD

8,365

$

8,365,000

Colorado

Housing

&

Finance

Authority

,

Series

2021M-2,

RB

,

VRDN

(Barclays

Bank

plc

SBPA)

,

5.37%, 10/06/23

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

7,230

7,230,000

Total

Municipal

Bonds

—

0.7%

(Cost:

$15,595,000)

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

15,595,000

Time

Deposits

Credit

Agricole

Corporate

&

Investment

Bank

SA,

5.30%, 10/02/23

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

17,000

17,000,000

Royal

Bank

of

Canada,

5.32%, 10/02/23

...

27,000

27,000,000

Skandinaviska

Enskilda

Banken

AB,

5.32%, 10/02/23

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

39,000

39,000,000

Svenska

Handelsbanken

AB,

5.30%, 10/02/23

5,000

5,000,000

Total

Time

Deposits

—

3.8%

(Cost:

$88,000,000)

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

88,000,000

U.S.

Government

Sponsored

Agency

Obligations

Agency

Obligations

—

0.7%

United

States

International

Development

Finance

Corp.

Variable

Rate

Notes

(3-mo.

Treasury

Bill

Rate

+

0.00%),

5.55%

,

 10/06/23

(a)

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

15,485

15,484,821

Total

U.S.

Government

Sponsored

Agency

Obligations

—

0.7%

(Cost:

$15,484,821)

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

15,484,821

U.S.

Treasury

Obligations

U.S.

Treasury

Notes

(a)

(US

Treasury

3

Month

Bill

Money

Market

Yield

-

0.02%),

5.39%, 01/31/24

.....

10,000

10,001,923

(US

Treasury

3

Month

Bill

Money

Market

Yield

+

0.17%),

5.57%, 04/30/25

....

1,000

1,000,551

Total

U.S.

Treasury

Obligations

—

0.5%

(Cost:

$11,002,474)

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

11,002,474

Total

Repurchase

Agreements

—

44.0%

(Cost:

$1,027,000,000)

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

1,027,000,000

Total

Investments

—

95.4%

(Cost:

$2,222,954,252

)

(f)

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

2,222,954,252

Other

Assets

Less

Liabilities

—

4.6%

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

108,295,495

Net

Assets

—

100.0%

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

$

2,331,249,747

(a)

Variable

rate

security.

Interest

rate

resets

periodically.

The

rate

shown

is

the

effective

interest

rate

as

of

period

end.

Security

description

also

includes

the

reference

rate

and

spread

if

published

and

available.

(b)

Issuer

is

a

U.S.

branch

of

a

foreign

domiciled

bank.

(c)

Rates

are

the

current

rate

or

a

range

of

current

rates

as

of

period

end.

(d)

Security

exempt

from

registration

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933,

as

amended.

These

securities

may

be

resold

in

transactions

exempt

from

registration

to

qualified

institutional

investors.

(e)

Variable

rate

security.

Rate

as

of

period

end

and

maturity

is

the

date

the

principal

owed

can

be

recovered

through

demand.

(f)

Cost

for

U.S.

federal

income

tax

purposes.

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

September

30,

2023

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

8

Fair

Value

Hierarchy

as

of Period

End

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

financial

instruments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund's

financial

instruments

into

major

categories

is

disclosed

in

the Schedule

of

Investments

above.

See

notes

to

financial

statements.

Repurchase

Agreements

Repurchase

Agreements

Collateral

Counterparty

Coupon

Rate

Purchase

Date

Maturity

Date

Par

(000)

A

t

Value

Proceeds

Including

Interest

Position

Original

Par

Position

Received,

At

Value

Bank

of

America

Securities,

Inc.

...

5.30

%

09/29/23

10/02/23

$

365,000

$

365,000,000

$

365,161,208

U.S.

Government

Sponsored

Agency

Obligations,

1.50%

to

7.00%,

due

10/01/37

to

10/01/53

.........

$

778,811,762

$

375,950,001

$

–

$

–

Citigroup

Global

Markets,

Inc.

...........

5.30

09/29/23

10/02/23

240,000

240,000,000

240,106,000

U.S.

Government

Sponsored

Agency

Obligations

and

U.S.

Treasury

Obligations,

0.00%

to

8.00%,

due

05/01/24

to

02/01/53

737,268,032

246,655,994

$

–

$

–

JP

Morgan

Securities

LLC

...........

5.31

09/29/23

10/02/23

400,000

400,000,000

400,177,000

U.S.

Government

Sponsored

Agency

Obligations,

2.00%

to

7.00%,

due

07/20/32

to

07/15/64

.........

915,967,813

408,095,888

$

–

$

–

Mizuho

Securities

USA

LLC

...........

5.31

09/29/23

10/02/23

22,000

22,000,000

22,009,735

U.S.

Treasury

Obligation,

4.13%,

due

08/15/53

.........

24,687,800

22,440,078

$

–

$

–

$

1,027,000,000

$

1,053,141,961

$

–

$

–

Level

1

Level

2

Level

3

Total

Assets

Investments

Short-Term

Securities

Certificates

of

Deposit

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

$

—

$

415,196,274

$

—

$

415,196,274

Commercial

Paper

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

—

647,955,683

—

647,955,683

Corporate

Bonds

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

—

2,720,000

—

2,720,000

Municipal

Bonds

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

—

15,595,000

—

15,595,000

Repurchase

Agreements

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

—

1,027,000,000

—

1,027,000,000

Time

Deposits

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

—

88,000,000

—

88,000,000

U.S.

Government

Sponsored

Agency

Obligations

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

—

15,484,821

—

15,484,821

U.S.

Treasury

Obligations

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

—

11,002,474

—

11,002,474

$

—

$

2,222,954,252

$

—

$

2,222,954,252

Statement

of

Assets

and

Liabilities

(unaudited)

September

30,

2023

9

Financial

Statements

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

ASSETS

Investments,

at

value

—

unaffiliated

(a)

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

$

1,195,954,252‌

Cash

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

100,952,824‌

Repurchase

agreements,

at

value

(b)

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

1,027,000,000‌

Receivables:

–‌

Capital

shares

sold

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

12,288,479‌

Interest

—

unaffiliated

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

6,122,162‌

From

the

Manager

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

11,336‌

Prepaid

e

xpenses

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

272,748‌

Other

assets

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

72,000‌

Total

a

ssets

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

2,342,673,801‌

LIABILITIES

Payables:

–‌

Administration

fees

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

100,895‌

Capital

shares

redeemed

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

9,884,948‌

Income

dividend

distributions

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

638,571‌

Investment

advisory

fees

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

248,361‌

Other

affiliate

fees

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

56,915‌

Professional

fees

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

2,527‌

Service

and

distribution

fees

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

337,400‌

Other

accrued

expenses

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

154,437‌

Total

li

abilities

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

11,424,054‌

Commitments

and

contingent

liabilities

$

–‌

NET

ASSETS

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

$

2,331,249,747‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

2,331,276,402‌

Accumulated

loss

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

(

26,655‌

)

NET

ASSETS

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

$

2,331,249,747‌

(a)

  Investments,

at

cost

—

unaffiliated

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

$

1,195,954,252‌

(b)

  Repurchase

agreements,

at

cost

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

$

1,027,000,000‌

See

notes

to

financial

statements.

Statement

of

Assets

and

Liabilities

(unaudited)

(continued)

September

30,

2023

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

10

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

NET

ASSET

VALUE

Institutional

Net

assets

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

$

491,878,210‌

Shares

outstanding

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

491,911,267‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Premier

Net

assets

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

$

2,815,614‌

Shares

outstanding

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

2,815,803‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Service

Net

assets

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

$

117,030,492‌

Shares

outstanding

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

117,038,288‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

A

Net

assets

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

$

1,710,349,252‌

Shares

outstanding

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

1,710,463,742‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

C

Net

assets

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

$

9,176,179‌

Shares

outstanding

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

9,176,799‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Statement

of

Operations

(unaudited)

Six

Months

Ended

September

30,

2023

11

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

INVESTMENT

INCOME

Interest

—

unaffiliated

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

$

52,500,281‌

Total

investment

income

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

52,500,281‌

EXPENSES

Investment

advisory

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

4,182,579‌

Service

and

distribution

—

class

specific

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

1,877,561‌

Administration

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

387,381‌

Transfer

agent

—

class

specific

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

236,196‌

Administration

—

class

specific

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

197,014‌

Registration

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

143,559‌

Professional

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

42,309‌

Accounting

services

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

30,771‌

Custodian

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

16,920‌

Trustees

and

Officer

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

8,066‌

Printing

and

postage

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

4,725‌

Miscellaneous

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

22,435‌

Total

expenses

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

7,149,516‌

Less:

–‌

Administration

fees

waived

by

the

Manager

—

class

specific

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

(

51,453‌

)

Fees

waived

and/or

reimbursed

by

the

Manager

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

(

2,868,720‌

)

Transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific

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

(

40,058‌

)

Total

expenses

after

fees

waived

and/or

reimbursed

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

4,189,285‌

Net

investment

income

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

48,310,996‌

REALIZED

GAIN

(LOSS)

$

1,301‌

Net

realized

gain

from

investments

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

1,298‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

48,312,294‌

Statements

of

Changes

in

Net

Assets

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

12

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

48,310,996

‌

$

34,532,848

‌

Net

realized

gain

(loss)

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

1,298

‌

(29,263

)

Net

increase

in

net

assets

resulting

from

operations

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

48,312,294

‌

34,503,585

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

  Institutional

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

(12,797,836

)

(9,527,701

)

  Premier

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

(28,854

)

(991

)

  Service

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

(2,391,164

)

(1,052,616

)

  Investor

A

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

(32,860,711

)

(23,566,138

)

  Investor

C

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

(232,431

)

(385,402

)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(48,310,996

)

(34,532,848

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

in

net

assets

derived

from

capital

share

transactions

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

607,067,062

‌

435,676,013

‌

NET

ASSETS

Total

increase

in

net

assets

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

607,068,360

‌

435,646,750

‌

Beginning

of

period

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

1,724,181,387

‌

1,288,534,637

‌

End

of

period

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

$

2,331,249,747

‌

$

1,724,181,387

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

13

Financial

Highlights

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Institutional

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

Year

Ended

03/31/22

Year

Ended

03/31/21

Year

Ended

03/31/20

Year

Ended

03/31/19

Net

asset

value,

beginning

of

period

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

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Net

investment

income

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

0

.0257

‌

0

.0289

‌

0

.0001

‌

0

.0021

‌

0

.0195

‌

0

.0213

‌

Net

realized

gain

(loss)

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

(

0

.0001

)

(a)

(

0

.0019

)

0

.0001

‌

0

.0001

‌

0

.0000

(b)

0

.0000

(b)

Net

increase

from

investment

operations

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

0.0256

‌

0.0270

‌

0.0002

‌

0.0022

‌

0.0195

‌

0.0213

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0256

)

(

0

.0270

)

(

0

.0002

)

(

0

.0021

)

(

0

.0195

)

(

0

.0213

)

From

net

realized

gain

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

—

‌

—

‌

(

0

.0000

)

(d)

(

0

.0001

)

(

0

.0000

)

(d)

(

0

.0000

)

(d)

Total

distributions

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

(0.0256

)

(0.0270

)

(0.0002

)

(0.0022

)

(0.0195

)

(0.0213

)

Net

asset

value,

end

of

period

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Total

Return

(e)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.58

%

(f)

2.73

%

0.03

%

0.21

%

1.97

%

2.15

%

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.53

%

(g)

0.55

%

0.54

%

0.53

%

0.56

%

0.60

%

Total

expenses

after

fees

waived

and/or

reimbursed

....

0.20

%

(g)

0.20

%

0.17

%

0.20

%

0.20

%

0.20

%

Net

investment

income

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

5.10

%

(g)

2.86

%

0.01

%

0.18

%

1.94

%

2.17

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

491,878

‌

$

569,091

‌

$

225,612

‌

$

523,322

‌

$

369,187

‌

$

336,387

‌

(a)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(b)

Amount

is

less

than

$0.00005

per

share.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

annualized.

(g)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

14

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Premier

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

Year

Ended

03/31/22

Year

Ended

03/31/21

Period

from

07/26/19

(a)

to

03/31/20

Net

asset

value,

beginning

of

period

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

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Net

investment

income

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

0

.0258

‌

0

.0270

‌

0

.0001

‌

0

.0021

‌

0

.0117

‌

Net

realized

gain

(loss)

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

(

0

.0002

)

(b)

0

.0000

(b)

(c)

0

.0002

‌

0

.0001

‌

0

.0000

(c)

Net

increase

from

investment

operations

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

0.0256

‌

0.0270

‌

0.0003

‌

0.0022

‌

0.0117

‌

Distributions

(d)

–

–

–

–

–

From

net

investment

income

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

(

0

.0256

)

(

0

.0270

)

(

0

.0003

)

(

0

.0021

)

(

0

.0117

)

From

net

realized

gain

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

—

‌

—

‌

(

0

.0000

)

(e)

(

0

.0001

)

(

0

.0000

)

(e)

Total

distributions

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

(0.0256

)

(0.0270

)

(0.0003

)

(0.0022

)

(0.0117

)

Net

asset

value,

end

of

period

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Total

Return

(f)

—

—

—

—

—

Based

on

net

asset

value

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

2.59

%

(g)

2.73

%

0.03

%

0.22

%

1.18

%

(g)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.51

%

(h)

0.82

%

0.96

%

0.58

%

0.70

%

(h)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(h)

0.20

%

0.17

%

0.20

%

0.20

%

(h)

Net

investment

income

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

5.26

%

(h)

2.70

%

0.01

%

0.21

%

1.75

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

2,816

‌

$

37

‌

$

37

‌

$

37

‌

$

37

‌

(a)

Commencement

of

operations.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(c)

Amount

is

less

than

$0.00005

per

share.

(d)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(e)

Amount

is

greater

than

$(0.00005)

per

share.

(f)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(g)

Not

annualized.

(h)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

15

Financial

Highlights

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Service

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

Year

Ended

03/31/22

Year

Ended

03/31/21

Year

Ended

03/31/20

Year

Ended

03/31/19

Net

asset

value,

beginning

of

period

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

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Net

investment

income

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

0

.0244

‌

0

.0292

‌

0

.0001

‌

0

.0009

‌

0

.0165

‌

0

.0185

‌

Net

realized

gain

(loss)

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

(

0

.0002

)

(a)

(

0

.0049

)

0

.0001

‌

0

.0001

‌

0

.0000

(b)

0

.0000

(b)

Net

increase

from

investment

operations

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

0.0242

‌

0.0243

‌

0.0002

‌

0.0010

‌

0.0165

‌

0.0185

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0242

)

(

0

.0243

)

(

0

.0002

)

(

0

.0009

)

(

0

.0165

)

(

0

.0185

)

From

net

realized

gain

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

—

‌

—

‌

(

0

.0000

)

(d)

(

0

.0001

)

(

0

.0000

)

(d)

(

0

.0000

)

(d)

Total

distributions

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

(0.0242

)

(0.0243

)

(0.0002

)

(0.0010

)

(0.0165

)

(0.0185

)

Net

asset

value,

end

of

period

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Total

Return

(e)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.44

%

(f)

2.45

%

0.02

%

0.10

%

1.66

%

1.87

%

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.77

%

(g)

0.78

%

0.78

%

0.78

%

0.84

%

0.83

%

Total

expenses

after

fees

waived

and/or

reimbursed

....

0.47

%

(g)

0.47

%

0.18

%

0.25

%

0.50

%

0.47

%

Net

investment

income

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

4.87

%

(g)

2.92

%

0.01

%

0.04

%

1.65

%

1.87

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

117,030

‌

$

71,734

‌

$

23,394

‌

$

45,926

‌

$

5,692

‌

$

6,152

‌

(a)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(b)

Amount

is

less

than

$0.00005

per

share.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

annualized.

(g)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

16

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investor

A

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

Year

Ended

03/31/22

Year

Ended

03/31/21

Year

Ended

03/31/20

Year

Ended

03/31/19

Net

asset

value,

beginning

of

period

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

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Net

investment

income

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

0

.0241

‌

0

.0240

‌

0

.0001

‌

0

.0009

‌

0

.0164

‌

0

.0178

‌

Net

realized

gain

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

0

.0000

(a)

0

.0000

(a)

(b)

0

.0001

‌

0

.0001

‌

0

.0000

(a)

0

.0000

(a)

Net

increase

from

investment

operations

...........

0.0241

‌

0.0240

‌

0.0002

‌

0.0010

‌

0.0164

‌

0.0178

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0241

)

(

0

.0240

)

(

0

.0002

)

(

0

.0009

)

(

0

.0164

)

(

0

.0178

)

From

net

realized

gain

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

—

‌

—

‌

(

0

.0000

)

(d)

(

0

.0001

)

(

0

.0000

)

(d)

(

0

.0000

)

(d)

Total

distributions

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

(0.0241

)

(0.0240

)

(0.0002

)

(0.0010

)

(0.0164

)

(0.0178

)

Net

asset

value,

end

of

period

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Total

Return

(e)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.43

%

(f)

2.43

%

0.02

%

0.10

%

1.66

%

1.80

%

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.79

%

(g)

0.81

%

0.80

%

0.78

%

0.81

%

0.90

%

Total

expenses

after

fees

waived

and/or

reimbursed

...

0.50

%

(g)

0.49

%

0.18

%

0.34

%

0.50

%

0.54

%

Net

investment

income

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

4.84

%

(g)

2.40

%

0.01

%

0.10

%

1.45

%

1.85

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

1,710,349

‌

$

1,067,562

‌

$

1,012,844

‌

$

1,677,581

‌

$

2,616,196

‌

$

484,301

‌

(a)

Amount

is

less

than

$0.00005

per

share.

(b)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

annualized.

(g)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

17

Financial

Highlights

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investor

C

Six

Months

Ended

09/30/23

(unaudited)

Year

Ended

03/31/23

Year

Ended

03/31/22

Year

Ended

03/31/21

Year

Ended

03/31/20

Year

Ended

03/31/19

Net

asset

value,

beginning

of

period

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

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Net

investment

income

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

0

.0200

‌

0

.0154

‌

0

.0001

‌

0

.0008

‌

0

.0086

‌

0

.0105

‌

Net

realized

gain

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

0

.0001

‌

0

.0021

(a)

0

.0001

‌

0

.0001

‌

0

.0000

(b)

0

.0000

(b)

Net

increase

from

investment

operations

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

0.0201

‌

0.0175

‌

0.0002

‌

0.0009

‌

0.0086

‌

0.0105

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0201

)

(

0

.0175

)

(

0

.0002

)

(

0

.0008

)

(

0

.0086

)

(

0

.0105

)

From

net

realized

gain

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

—

‌

—

‌

(

0

.0000

)

(d)

(

0

.0001

)

(

0

.0000

)

(d)

(

0

.0000

)

(d)

Total

distributions

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

(0.0201

)

(0.0175

)

(0.0002

)

(0.0009

)

(0.0086

)

(0.0105

)

Net

asset

value,

end

of

period

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

$

1.00

‌

Total

Return

(e)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.02

%

(f)

1.76

%

0.02

%

0.08

%

0.87

%

1.05

%

Ratios

to

Average

Net

Assets

Total

expen

ses

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

1.63

%

(g)

1.61

%

1.58

%

1.54

%

1.62

%

1.64

%

Total

expenses

after

fees

waived

and/or

reimbursed

....

1.30

%

(g)

1.13

%

0.18

%

0.35

%

1.28

%

1.28

%

Net

investment

income

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

3.99

%

(g)

1.54

%

0.01

%

0.09

%

0.85

%

1.07

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

9,176

‌

$

15,758

‌

$

26,648

‌

$

15,347

‌

$

29,973

‌

$

15,174

‌

(a)

The

amounts

reported

for

a

share

outstanding

may

not

accord

with

the

change

in

aggregate

gains

and

losses

in

securities

for

the

fiscal

period

due

to

the

timing

of

capital

share

transactions

in

relation

to

the

fluctuating

market

values

of

the

Fund’s

underlying

securities.

(b)

Amount

is

less

than

$0.00005

per

share.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

annualized.

(g)

Annualized.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

(unaudited)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

18

1.

ORGANIZATION 

BlackRock

Funds

SM

 (the

“Trust”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The Trust

is

organized

as

a 

Massachusetts

business

trust.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(the

“Fund”)

is

a

series

of

the

Trust.

The

Fund

is

classified

as

diversified.

The

Fund

offers

multiple

classes

of

shares.

All

classes

of

shares

have

identical

voting,

dividend,

liquidation

and

other

rights

and

are

subject

to

the

same

terms

and

conditions,

except

that

certain

classes

bear

expenses

related

to

the

shareholder

servicing

and

distribution

of

such

shares.

Institutional

and

Service

Shares

are

sold

without

a

sales

charge

and

only

to

certain

eligible

investors.

Premier

Shares

are

sold

without

a

sales

charge

and

are

only

available

through

financial

intermediaries

trading

on

the

NSCC

Fund/SERV

trading

platform.

Service,

Investor

A

and

Investor

C

Shares

bear

certain

expenses

related

to

shareholder

servicing

of

such

shares

and

Investor

C

Shares

also

bear

certain

expenses

related

to

the

distribution

of

such

shares.

Investor

A

Shares

are

generally

available

through

financial

intermediaries.

Investor

C

Shares

are

available

only

through

exchanges

and

dividend

and

capital

gain

reinvestments

by

current

holders.

Each

class

has

exclusive

voting

rights

with

respect

to

matters

relating

to

its

shareholder

servicing

and

distribution

expenditures

(except

that

Investor

C

shareholders

may

vote

on

material

changes

to

the

Investor

A

Shares

distribution

and

service

plan).

(a)

 Premier

Shares

commenced

operations

on

July

26,

2019.

(b)

Investor

A

Shares

may

be

subject

to

a

CDSC

upon

redemption

of

shares

received

in

an

exchange

transaction

for

Investor A

Shares

of

a

fund

advised

by

the

Manager

(defined

below)

or

its

affiliates

(each,

a

“BlackRock

Fund”)

where

no

initial

sales

charge

was

paid

at

the

time

of

purchase

of

such

fund.

Investor C

Shares

may

be

subject

to

a

CDSC

upon

redemption

of

shares

received

in

an

exchange

transaction

for

Investor C

Shares

of

a

non-money

market

BlackRock

Fund.

The

Fund

operates

as

a

“retail

money

market

fund”

under

Rule

2a-7

under

the

1940

Act.

The

Board

of

Trustees

of

the

Trust (the

"Board")

is

permitted

to

impose

a

liquidity

fee

of

up

to

2%

on

the

value

of

shares

redeemed

or

temporarily

restrict

redemptions

from

the

Fund

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

Fund’s

weekly

liquid

assets

fall

below

certain

thresholds.

The

Fund,

together

with

certain

other

registered

investment

companies

advised

by

BlackRock

Advisors,

LLC

(the

“Manager”) or

its

affiliates,

is

included

in

a

complex

of

funds

referred

to

as

the BlackRock

Multi-Asset

Complex.

2.

SIGNIFICANT

ACCOUNTING

POLICIES

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies: 

Investment

Transactions

and

Income

Recognition:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

using

the

specific

identification

method.

Interest

income,

including

amortization

and

accretion

of

premiums

and

discounts

on

debt

securities,

is

recognized

daily

on

an

accrual

basis.

Income,

expenses

and

realized

and

unrealized

gains

and

losses

are

allocated

daily

to

each

class

based

on

its

relative

net

assets. 

Distributions:

Distributions

from

net

investment

income

are

declared

daily

and

paid

monthly.

Distributions

of

capital

gains

are

distributed

at

least

annually

and

are

recorded

on

the

ex-dividend

dates.

The

character

and

timing

of

distributions

are

determined

in

accordance

with

U.S.

federal

income

tax

regulations,

which

may

differ

from

U.S.

GAAP

. 

Liquidity

Fees:

Any

liquidity

fees

imposed

on

the

value

of

shares

redeemed

in

the

event

that

the

Fund’s

weekly

liquid

assets

fall

below

certain

thresholds

are

recorded

as

paid-in-capital.

The

liquidity

fees

are

collected

and

retained

by

the

Fund

for

the

benefit

of the

Fund’s

remaining shareholders. 

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.

Expenses

directly

related

to

the

Fund

and

other

shared

expenses

prorated

to

the

Fund

are

allocated

daily

to

each

class

based

on

its

relative

net

assets

or

other

appropriate

methods.

Other

operating

expenses

shared

by

several

funds,

including

other

funds

managed

by

the

Manager,

are

prorated

among

those

funds

on

the

basis

of

relative

net

assets

or

other

appropriate

methods.  

The

Fund

has

an

arrangement

with

one

of

its

custodians

whereby

credits

are

earned

on

uninvested

cash

balances,

which

could

be

used

to

reduce

custody

fees

and/or

overdraft

charges.

The

Fund

may

incur

charges

on

overdrafts,

subject

to

certain

conditions.

Share

Class

Initial

Sales

Charge

Contingent

Deferred

Sales

Charge

(“CDSC”)

Conversion

Privilege

Institutional

and

Service

Shares

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

No

No

None

Premier

Shares

(a)

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

No

No

None

Investor

A

Shares

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

No

No

(b)

None

Investor

C

Shares

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

No

No

(b)

To

Investor

A

Shares

after

approximately

8

years

Notes

to

Financial

Statements

(unaudited)

(continued)

19

Notes

to

Financial

Statements

3.

INVESTMENT

VALUATION

AND

FAIR

VALUE

MEASUREMENTS 

Investment

Valuation

Policies:

U.S.

GAAP

defines

fair

value

as

the

price

the Fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Fund's

investments

are

valued

under

the

amortized

cost

method

which

approximates

current

market

value

in

accordance

with

Rule

2a-7

under

the

1940

Act.

Under

this

method,

investments

are

valued

at

cost

when

purchased

and,

thereafter,

a

constant

proportionate

accretion

of

discounts

and

amortization

of

premiums

are

recorded

until

the

maturity

of

the

security. The

Fund seeks

to

maintain

its

net

asset

value

(“NAV”)

per

share

at

$1.00,

although

there

is

no

assurance

that

it

will

be

able

to

do

so

on

a

continuing

basis.

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial reporting purposes

as

follows: 

Level

1

—

Unadjusted

price

quotations

in

active

markets/exchanges

for

identical

assets

or

liabilities

that

the

Fund

has

the

ability

to

access;

Level

2

—

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market–corroborated

inputs);

and 

Level

3 —

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent

observable

inputs

are

not

available

(including

the

Valuation

Committee’s

assumptions

used

in

determining

the

fair

value

of

financial

instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety. The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

SECURITIES

AND

OTHER

INVESTMENTS 

Repurchase

Agreements:

Repurchase

agreements

are

commitments

to

purchase

a

security

from

a

counterparty

who

agrees

to

repurchase

the

same

security

at

a

mutually

agreed

upon

date

and

price.

On

a

daily

basis,

the

counterparty

is

required

to

maintain

collateral

subject

to

the

agreement

and

in

value

no

less

than

the

agreed

upon

repurchase

amount.

Repurchase

agreements

may

be

traded

bilaterally,

in

a

tri-party

arrangement

or

may

be

centrally

cleared

through

a

sponsoring

agent.

Subject

to

the

custodial

undertaking

associated

with

a

tri-party

repurchase

arrangement

and

for

centrally

cleared

repurchase

agreements,

a

third-party

custodian

maintains

accounts

to

hold

collateral

for a

fund

and

its

counterparties.

Typically,

a

fund

and

counterparty

are

not

permitted

to

sell,

re-pledge

or

use

the

collateral

absent

a

default

by

the

counterparty

or the

fund,

respectively. 

In

the

event

the

counterparty

defaults

and

the

fair

value

of

the

collateral

declines, a

fund

could

experience

losses,

delays

and

costs

in

liquidating

the

collateral.

Repurchase

agreements

are

entered

into

by a

fund

under

Master

Repurchase

Agreements

(each,

an

“MRA”).

The

MRA

permits the

fund,

under

certain

circumstances

including

an

event

of

default

(such

as

bankruptcy

or

insolvency),

to

offset

payables

and/or

receivables

with

collateral

held

by

and/or

posted

to

the

counterparty.

As

a

result,

one

single

net

payment

is

created.

Bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

the

MRA

counterparty’s

bankruptcy

or

insolvency.

Based

on

the

terms

of

the

MRA, the

fund

receives

collateral

with

a

market

value

in

excess

of

the

repurchase

price

at

maturity.

Upon

a

bankruptcy

or

insolvency

of

the

MRA

counterparty,

the

fund

would

recognize

a

liability

with

respect

to

such

excess

collateral.

The

liability

reflects

the

fund’s

obligation

under

bankruptcy

law

to

return

the

excess

to

the

counterparty. 

5.

INVESTMENT

ADVISORY

AGREEMENT

AND

OTHER

TRANSACTIONS

WITH

AFFILIATES 

Investment

Advisory:

The

Trust,

on

behalf

of

the

Fund,

entered

into

an

Investment

Advisory

Agreement

with

the

Manager,

the

Fund’s

investment

adviser

and

an

indirect,

wholly-owned

subsidiary

of

BlackRock,

Inc.

(“BlackRock”),

to

provide

investment

advisory

services.

The

Manager

is

responsible

for

the

management

of the

Fund’s

portfolio

and

provides

the

personnel,

facilities,

equipment

and

certain

other

services

necessary

to

the

operations

of the

Fund.

For

such

services,

the

Fund

pays

the

Manager

a

monthly

fee

at

an

annual

rate

equal

to

the

following

percentages

of

the

average

daily

value

of

the

Fund’s

net

assets:

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

for

that

portion

of

the

Fund

for

which

BIL

acts

as

sub-adviser,

a

monthly

fee

that

is

equal

to

a

percentage

of

the

investment

advisory

fees

paid

by

the

Fund

to

the

Manager.

Average

Daily

Net

Assets

Investment

Advisory

Fees

First

$1

billion

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

0.450%

$1

billion

-

$2

billion

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

0.400

$2

billion

-

$3

billion

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

0.375

Greater

than

$3

billion

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

0.350

Notes

to

Financial

Statements

(unaudited)

(continued)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

20

Service

and

Distribution

Fees:

 The

Trust

,

on behalf

of

the

Fund,

entered

into

a

Distribution

Agreement

and

a Distribution and

Service

Plan

with

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

the

Manager.

Pursuant

to

the

Distribution

and

Service

Plan

and

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Fund

pays

BRIL

ongoing

service

and

distribution

fees.

The

fees

are

accrued

daily

and

paid

monthly

at

annual

rates

based

upon

the

average

daily

net

assets

of

the

relevant

share

class

of

the

Fund

as

follows:

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

shareholders.

For

the six

months

ended

September

30,

2023,

the

following

table

shows

the

class

specific

service

and

distribution

fees

borne

directly

by

each

share

class

of

the

Fund:

Administration:

The

Trust,

on

behalf

of

the

Fund,

entered

into

an

Administration

Agreement

with

the

Manager,

an

indirect,

wholly-owned

subsidiary

of

BlackRock,

to

provide

administrative

services.

For

these

services,

the

Manager

receives

an

administration

fee

computed

daily

and

payable

monthly,

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Fund.

The

administration

fee,

which

is

shown

as

administration

in

the

Statement

of

Operations,

is

paid

at

the

annual

rates

below.

In

addition,

the

Manager

charges

each

of

the

share

classes

an

administration

fee,

which

is

shown

as

administration —

class

specific

in

the

Statement

of

Operations,

at

an

annual

rate

of

0.02% of

the

average

daily

net

assets

of

each

respective

class.

For

the

six

months

ended

September

30,

2023, the

following

table

shows

the

class

specific

administration

fees

borne

directly

by

each

share

class

of

the

Fund:

Transfer

Agent:

Pursuant

to

written

agreements,

certain

financial

intermediaries,

some

of

which

may

be

affiliates,

provide

the

Fund

with

sub-accounting,

recordkeeping,

sub-transfer

agency

and

other

administrative

services

with

respect

to

servicing

of

underlying

investor

accounts.

For

these

services,

these

entities

receive

an

asset-based

fee

or

an

annual

fee

per

shareholder

account,

which

will

vary

depending

on

share

class

and/or

net

assets.

For

the

six

months ended September

30,

2023,

the

Fund

paid

the

following

amounts

to

affiliates

of

BlackRock

in

return

for

these

services,

which

are

included

in

transfer

agent

—

class

specific

in

the

Statement

of

Operations:

The

Manager

maintains

a

call

center

that

is

responsible

for

providing

certain

shareholder

services

to

the

Fund.

Shareholder

services

include

responding

to

inquiries

and

processing

purchases

and

sales

based

upon

instructions

from

shareholders.

For

the six

months

ended

September

30,

2023,

the

Fund

reimbursed

the

Manager

the

following

amounts

for

costs

incurred

in

running

the

call

center,

which

are

included

in

transfer

agent

—

class

specific

in

the

Statement

of

Operations:

For

the

six

months ended

September

30,

2023,

the

following

table

shows

the

class

specific

transfer

agent

fees

borne

directly

by

each

share

class

of

the

Fund:

Other

Fees:

For

the 

six

months

ended

September

30,

2023

,

affiliates

received

CDSCs

as

follows:

Share

Class

Service

Fees

Distribution

Fees

Service

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

0.25‌%

—‌

Investor

A

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

0.25‌

—‌

Investor

C

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

0.25‌

0.75‌

%

Share

Class

Service

and

Distribution

Fees

Service

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

$

122,746‌

Investor

A

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

1,696,522‌

Investor

C

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

58,293‌

$

1,877,561‌

Average

Daily

Net

Assets

Administration

Fees

First

$500

million

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

0.0425%

$500

million

-

$1

billion

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

0.0400

$1

billion

-

$2

billion

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

0.0375

$2

billion

-

$4

billion

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

0.0350

$4

billion

-

$13

billion

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

0.0325

Greater

than

$13

billion

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

0.0300

Institutional

Premier

Service

Investor

A

Investor

C

Total

Administration

fees

-

class

specific

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

$

50,196‌

$

110‌

$

9,820‌

$

135,722‌

$

1,166‌

$

197,014‌

Institutional

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

$

674‌

Institutional

Premier

Service

Investor

A

Investor

C

Total

Reimbursed

Amount

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

$

2,986‌

$

8‌

$

321‌

$

26,565‌

$

1,746‌

$

31,626‌

Institutional

Premier

Service

Investor

A

Investor

C

Total

Transfer

agent

fees

-

class

specific

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

$

39,028‌

$

8‌

$

2,304‌

$

188,025‌

$

6,831‌

$

236,196‌

Fund

Name

Investor

A

Investor

C

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

9,486‌

$

582‌

Notes

to

Financial

Statements

(unaudited)

(continued)

21

Notes

to

Financial

Statements

Expense

Limitations,

Waivers

and

Reimbursements:

The

Manager

contractually

agreed

to

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

expenses,

excluding

interest

expense,

dividend

expense,

tax

expense,

acquired

fund

fees

and

expenses,

and

certain

other

fund

expenses,

which

constitute

extraordinary

expenses

not

incurred

in

the

ordinary

course

of

the

Fund’s

business

(“expense

limitation”)

.

The

expense

limitations

as

a

percentage

of

average

daily

net

assets

are

as

follows:

The

Manager

has

agreed

not

to

reduce

or

discontinue

the

contractual

expense

limitations

through

June

30,

2025,

unless

approved

by

the

Board,

including

a

majority

of

the trustees

who

are

not

“interested

persons”

of

the

Trust,

as

defined

in

the

1940

Act

(“Independent

Trustees”),

or

by

a

vote

of

a

majority

of

the

outstanding

voting

securities

of the

Fund. For

the

six

months

ended

September

30,

2023,

the

Manager

waived

and/or

reimbursed

investment

advisory

fees

of

$2,868,720,

which

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

and

transfer

agent

fees

waived

and/or

reimbursed

—

class

specific,

respectively,

in

the

Statement

of

Operations.

In

addition,

these

amounts

waived

and/or

reimbursed

by

the

Manager are

included

in administration

fees

waived

by

the

Manager

—

class

specific

and

transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific,

respectively,

in

the

Statement

of

Operations.

For

the

six

months ended

September

30,

2023,

class

specific

expense

waivers

and/or

reimbursements are as

follows: 

The

Manager

and

BRIL

have

also

voluntarily

agreed

to

waive

a

portion

of

their

respective

investment

advisory

and

service

and

distribution

fees

and/or

reimburse

operating

expenses

to

enable

the

Fund

to

maintain

minimum

levels

of

daily

net

investment

income

if

applicable.

These

amounts,

if

any,

are

reported

in

the

Statement

of

Operations

as

fees

waived

and/or

reimbursed

by

the

Manager,

administration

fees

waived

by

the

Manager

—

class

specific,

service

and

distribution

fees

waived

and/or

reimbursed —

class

specific

and

transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific.

The

Manager

and

BRIL

may

discontinue

the

waiver

and/or

reimbursement

at

any

time.

For

the

six

months ended

September

30,

2023,

there

were

no

fees

waived

and/or

reimbursed

by

the

Manager

and

BRIL

under

this

agreement.

Trustees

and

Officers: 

Certain

trustees

and/or

officers

of

the Trust are directors and/or

officers

of BlackRock

or

its

affiliates.

The

Fund

reimburses

the

Manager

for

a

portion

of

the

compensation

paid

to

the 

Trust’s

Chief

Compliance

Officer,

which

is

included

in

Trustees and

Officer

in

the

Statement

of

Operations. 

6.

INCOME

TAX

INFORMATION 

It

is

the

Fund’s

policy

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

applicable

to

regulated

investment

companies,

and

to

distribute

substantially

all

of

its

taxable

income

to

its

shareholders.

Therefore,

no

U.S.

federal

income

tax

provision

is

required. 

The

Fund

files

U.S.

federal

and

various

state

and

local

tax

returns.

No

income

tax

returns

are

currently

under

examination.

The

statute

of

limitations

on

the

Fund’s

U.S.

federal

tax

returns

generally

remains

open

for

a

period

of

three

years

after

they

are

filed.

The

statutes

of

limitations

on

the

Fund’s

state

and

local

tax

returns

may

remain

open

for

an

additional

year

depending

upon

the

jurisdiction. 

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the Fund

as

of

September

30,

2023,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Fund’s

financial

statements.

As

of

March

31,

2023, the Fund

had

non-expiring

capital

loss

carryforwards

available

to

offset

future

realized

capital

gains

of

$29,263. 

7.

 PRINCIPAL

RISKS 

In

the

normal

course

of

business,

the

Fund

invests

in

securities

or

other

instruments

and

may

enter

into

certain

transactions,

and

such

activities

subject

the

Fund

to

various

risks,

including

among

others,

fluctuations

in

the

market

(market

risk)

or

failure

of

an

issuer

to

meet

all

of

its

obligations.

The

value

of

securities

or

other

instruments

may

also

be

affected

by

various

factors,

including,

without

limitation:

(i)

the

general

economy;

(ii)

the

overall

market

as

well

as

local,

regional

or

global

political

and/or

social

instability;

(iii)

regulation,

taxation

or

international

tax

treaties

between

various

countries;

or

(iv)

currency,

interest

rate

and

price

fluctuations.

Local,

regional

or

global

events

such

as

war,

acts

of

terrorism,

the

spread

of

infectious

illness

or

other

public

health

issues,

recessions,

or

other

events

could

have

a

significant

impact

on

the

Fund

and its

investments.

The

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject. 

On

July

12,

2023,

the

SEC

approved

changes

to

money

market

fund

regulations.

These

changes,

among

other

things:

(i)

eliminate

provisions

that

permit

a

money

market

fund

to

temporarily

suspend

redemptions,

(ii)

require

institutional

prime

and

institutional

tax-exempt

money

market

funds

to

impose

mandatory

liquidity

fees

under

certain

conditions,

(iii)

permit

a

discretionary

liquidity

fee

for

a

non-government

money

market

fund

and

(iv)

increase

minimum

daily

and

weekly

liquidity

for

all

money

market

funds.

These

changes

will

be

implemented

over

the

next

approximately

12

months

depending

on

the

change

and

may

affect

the

Fund’s

operations

and

return

potential.

Certain

obligations

held

by

the

Fund

have

a

credit

enhancement

or

liquidity

feature

that

may,

under

certain

circumstances,

provide

for

repayment

of

principal

and

interest

on

the

obligation

when

due. These

enhancements,

which

may

include

letters

of

credit,

stand-by

bond

purchase

agreements

and/or

third-party

insurance,

are

issued

by

financial

institutions. The

value

of

the

obligations

may

be

affected

by

changes

in

creditworthiness

of

the

entities

that

provide

the

credit

enhancements

or

liquidity

features. The

Fund

Institutional

Premier

Service

Investor

A

Investor

C

Expense

Limitations

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

0.20‌%

0.20‌%

0.50‌%

0.55‌%

1.30‌%

Share

Class

Administration

Fees

Waived

by

the

Manager

-

Class

Specific

Transfer

Agent

Fees

Waived

and/or

Reimbursed

by

the

Manager

-

Class

Specific

Institutional

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

$

50,196‌

$

39,020‌

Premier

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

110‌

8‌

Investor

C

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

1,147‌

1,030‌

$

51,453‌

$

40,058‌

Notes

to

Financial

Statements

(unaudited)

(continued)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

22

monitors

its

exposure

by

reviewing

the

creditworthiness

of

the

issuers,

as

well

as

the

financial

institutions

issuing

the

credit

enhancements

and

by

limiting

the

amount

of

holdings

with

credit

enhancements

from

one

financial

institution. 

Market Risk:

The

Fund

may

be

exposed

to

prepayment

risk,

which

is

the

risk

that

borrowers

may

exercise

their

option

to

prepay

principal

earlier

than

scheduled

during

periods

of

declining

interest

rates,

which

would

force

the

Fund

to

reinvest

in

lower

yielding

securities. The

Fund

may

also

be

exposed

to

reinvestment

risk,

which

is

the

risk

that

income

from

the

Fund’s

portfolio

will

decline

if

the Fund

invests

the

proceeds

from

matured,

traded

or

called

fixed-income

securities

at

market

interest

rates

that

are

below

the

Fund

portfolio’s

current

earnings

rate.

Municipal

securities

are

subject

to

the

risk

that

litigation,

legislation

or

other

political

events,

local

business

or

economic

conditions,

credit

rating

downgrades,

or

the

bankruptcy

of

the

issuer

could

have

a

significant

effect

on

an

issuer’s

ability

to

make

payments

of

principal

and/or

interest

or

otherwise

affect

the

value

of

such

securities.

Municipal

securities

can

be

significantly

affected

by

political

or

economic

changes,

including

changes

made

in

the

law

after

issuance

of

the

securities,

as

well

as

uncertainties

in

the

municipal

market

related

to,

taxation,

legislative

changes

or

the

rights

of

municipal

security

holders,

including

in

connection

with

an

issuer

insolvency.

Municipal

securities

backed

by

current

or

anticipated

revenues

from

a

specific

project

or

specific

assets

can

be

negatively

affected

by

the

discontinuance

of

the

tax

benefits

supporting

the

project

or

assets

or

the

inability

to

collect

revenues

for

the

project

or

from

the

assets.

Municipal

securities

may

be

less

liquid

than

taxable

bonds,

and

there

may

be

less

publicly

available

information

on

the

financial

condition

of

municipal

security

issuers

than

for

issuers

of

other

securities.

Infectious

Illness

Risk:

An

outbreak

of

an

infectious

illness,

such

as

the

COVID-19

pandemic,

may

adversely

impact

the

economies

of

many

nations

and

the

global

economy,

and

may

impact

individual

issuers

and

capital

markets

in

ways

that

cannot

be

foreseen.

An

infectious

illness

outbreak

may

result

in,

among

other

things,

closed

international

borders,

prolonged

quarantines,

supply

chain

disruptions,

market

volatility

or

disruptions

and

other

significant

economic,

social

and

political

impacts.

Counterparty

Credit

Risk:

The

Fund

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Fund

manages

counterparty

credit

risk

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Fund

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Fund’s

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statement

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Fund. 

Geographic/Asset

Class

Risk:

 A

diversified

portfolio,

where

this

is appropriate

and

consistent

with

a

fund’s

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

the

Fund’s

portfolio

are

disclosed

in

its Schedule

of

Investments.

The

Fund

invests

a

significant

portion

of

its

assets

in fixed-income securities and/or uses

derivatives tied

to

the

fixed-income

markets.

Changes

in

market

interest

rates

or

economic

conditions

may affect

the

value

and/or

liquidity

of

such investments.

Interest

rate

risk

is

the

risk

that

prices

of

bonds

and

other

fixed-income

securities

will

decrease

as

interest

rates

rise

and

increase

as

interest

rates

fall.

The

Fund(s)

may

be

subject

to

a

greater

risk

of

rising

interest

rates

due

to

the period

of

historically

low

interest

rates

that

ended

in

March

2022. The

Federal

Reserve

has

recently been

raising the

federal

funds

rate

as

part

of

its

efforts

to

address

inflation.

There

is

a

risk

that

interest

rates

will

continue

to

rise,

which

will

likely

drive

down

the

prices

of

bonds

and

other

fixed-income

securities,

and

could

negatively

impact

the

Fund’s

performance.

Significant

Shareholder

Redemption

Risk:

Certain

shareholders

may

own

or

manage

a

substantial

amount

of

fund

shares

and/or

hold

their

fund

investments

for

a

limited

period

of

time.

Large

redemptions

of

fund

shares

by

these

shareholders

may

force

a

fund

to

sell

portfolio

securities,

which

may

negatively

impact

the

fund’s

NAV,

increase

the

fund’s

brokerage

costs,

and/or

accelerate

the

realization

of

taxable

income/gains

and

cause

the

fund

to

make

additional

taxable

distributions

to

shareholders.

8.

CAPITAL

SHARE

TRANSACTIONS 

The

number

of

shares

sold,

reinvested

and

redeemed

corresponds

to

the

net

proceeds

from

the

sale

of

shares,

reinvestment

of

all

distributions

and

cost

of

shares

redeemed,

respectively,

since

shares

are

sold

and

redeemed

at

$1.00

per

share.

d

Fund

Name/Share

Class        

Six

Months

Ended

09/30/23

Year

Ended

03/31/23

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Institutional

Shares

sold

399,013,617‌

1,135,352,642‌

Shares

issued

in

reinvestment

of

distributions

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

9,202,662‌

6,083,282‌

Shares

redeemed

(485,447,789‌)

(797,927,315‌)

(77,231,510‌)

343,508,609‌

Premier

Shares

sold

3,006,778‌

—‌

Shares

issued

in

reinvestment

of

distributions

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

27,625‌

—‌

Shares

redeemed

(255,344‌)

—‌

2,779,059‌

—‌

Service

Shares

sold

119,985,001‌

102,916,510‌

Shares

issued

in

reinvestment

of

distributions

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

2,390,955‌

1,051,495‌

Shares

redeemed

(77,078,402‌)

(55,623,893‌)

45,297,554‌

48,344,112‌

Notes

to

Financial

Statements

(unaudited)

(continued)

23

Notes

to

Financial

Statements

As

of

September

30,

2023,

BlackRock

Financial

Management,

Inc.,

an

affiliate

of

the

Fund,

owned 36,744

Premier

Shares

of

the

Fund.

9.

SUBSEQUENT

EVENTS 

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Fund

through

the

date

the

financial

statements

were

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

d

Fund

Name/Share

Class        

Six

Months

Ended

09/30/23

Year

Ended

03/31/23

Investor

A

Shares

sold

1,154,072,232‌

857,816,514‌

Shares

issued

in

reinvestment

of

distributions

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

32,830,965‌

23,531,377‌

Shares

redeemed

(544,098,432‌)

(826,633,364‌)

642,804,765‌

54,714,527‌

Investor

C

Shares

sold

2,529,691‌

25,238,374‌

Shares

issued

in

reinvestment

of

distributions

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

228,500‌

380,796‌

Shares

redeemed

(9,340,997‌)

(36,510,405‌)

(6,582,806‌)

(10,891,235‌)

607,067,062‌

435,676,013‌

Disclosure

of

Investment

Advisory

Agreement

and

Sub-Advisory

Agreement

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

24

The

Board

of

Trustees

(the

“Board,”

the

members

of

which

are

referred

to

as

“Board

Members”)

of

BlackRock

Funds

(the

“Trust”)

met

on

April

18,

2023

(the

“April

Meeting”)

and

May

23-24,

2023

(the

“May

Meeting”)

to

consider

the

approval

to

continue

the

investment

advisory

agreement

(the

“Advisory

Agreement”)

between

the

Trust,

on

behalf

of

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(the

“Fund”),

and

BlackRock

Advisors,

LLC

(the

“Manager”),

the

Fund’s

investment

advisor.

The

Board

also

considered

the

approval

to

continue

the

sub-advisory

agreement

(the

“Sub-Advisory

Agreement”)

between

the

Manager

and

BlackRock

International

Limited

(the

“Sub-

Advisor”)

with

respect

to

the

Fund.

The

Manager

and

the

Sub-Advisor

are

referred

to

herein

as

“BlackRock.”

The

Advisory

Agreement

and

the

Sub-Advisory

Agreement

are

referred

to

herein

as

the

“Agreements.”

The

Approval

Process

Consistent

with

the

requirements

of

the

Investment

Company

Act

of

1940

(the

“1940

Act”),

the

Board

considers

the

approval

of

the

continuation

of

the

Agreements

for

the

Fund

on

an

annual

basis.

The

Board

members

who

are

not

“interested

persons”

of

the

Trust,

as

defined

in

the

1940

Act,

are

considered

independent

Board

members

(the

“Independent

Board

Members”).

The

Board’s

consideration

entailed

a

year-long

deliberative

process

during

which

the

Board

and

its

committees

assessed

BlackRock’s

various

services

to

the

Fund,

including

through

the

review

of

written

materials

and

oral

presentations,

and

the

review

of

additional

information

provided

in

response

to

requests

from

the

Independent

Board

Members.

The

Board

had

four

quarterly

meetings

per

year,

each

of

which

extended

over

a

two-day

period,

as

well

as

additional

ad

hoc

meetings

and

executive

sessions

throughout

the

year,

as

needed.

The

committees

of

the

Board

similarly

met

throughout

the

year.

The

Board

also

had

an

additional

one-day

meeting

to

consider

specific

information

regarding

the

renewal

of

the

Agreements.

In

considering

the

renewal

of

the

Agreements,

the

Board

assessed,

among

other

things,

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

BlackRock,

BlackRock’s

personnel

and

affiliates,

including

(as

applicable):

investment

management

services;

accounting

oversight;

administrative

and

shareholder

services;

oversight

of

the

Fund’s

service

providers;

risk

management

and

oversight;

and

legal,

regulatory

and

compliance

services.

Throughout

the

year,

including

during

the

contract

renewal

process,

the

Independent

Board

Members

were

advised

by

independent

legal

counsel,

and

met

with

independent

legal

counsel

in

various

executive

sessions

outside

of

the

presence

of

BlackRock’s

management.

During

the

year,

the

Board,

acting

directly

and

through

its

committees,

considered

information

that

was

relevant

to

its

annual

consideration

of

the

renewal

of

the

Agreements,

including

the

services

and

support

provided

by

BlackRock

to

the

Fund

and

its

shareholders.

BlackRock

also

furnished

additional

information

to

the

Board

in

response

to

specific

questions

from

the

Board.

Among

the

matters

the

Board

considered

were:

(a)

investment

performance

for

one-year,

three-year,

five-year,

and/or

since

inception

periods,

as

applicable,

against

peer

funds,

relevant

benchmarks,

and

other

performance

metrics,

as

applicable,

as

well

as

BlackRock

senior

management’s

and

portfolio

managers’

analyses

of

the

reasons

for

any

outperformance

or

underperformance

relative

to

its

peers,

benchmarks,

and

other

performance

metrics,

as

applicable;

(b)

fees,

including

advisory,

administration,

if

applicable,

and

other

amounts

paid

to

BlackRock

and

its

affiliates

by

the

Fund

for

services;

(c)

Fund

operating

expenses

and

how

BlackRock

allocates

expenses

to

the

Fund;

(d)

the

resources

devoted

to,

risk

oversight

of,

and

compliance

reports

relating

to,

implementation

of

the

Fund’s

investment

objective,

policies

and

restrictions,

and

meeting

regulatory

requirements;

(e)

BlackRock’s

and

the

Fund’s

adherence

to

applicable

compliance

policies

and

procedures;

(f)

the

nature,

character

and

scope

of

non-investment

management

services

provided

by

BlackRock

and

its

affiliates

and

the

estimated

cost

of

such

services,

as

available;

(g)

BlackRock’s

and

other

service

providers’

internal

controls

and

risk

and

compliance

oversight

mechanisms;

(h)

BlackRock’s

implementation

of

the

proxy

voting

policies

approved

by

the

Board;

(i)

execution

quality

of

portfolio

transactions;

(j)

BlackRock’s

implementation

of

the

Fund’s

valuation

and

liquidity

procedures;

(k)

an

analysis

of

management

fees

paid

to

BlackRock

for

products

with

similar

investment

mandates

across

the

open-end

fund,

exchange-traded

fund

(“ETF”),

closed-end

fund,

sub-advised

mutual

fund,

separately

managed

account,

collective

investment

trust,

and

institutional

separate

account

product

channels,

as

applicable,

and

the

similarities

and

differences

between

these

products

and

the

services

provided

as

compared

to

the

Fund;

(l)

BlackRock’s

compensation

methodology

for

its

investment

professionals

and

the

incentives

and

accountability

it

creates,

along

with

investment

professionals’

investments

in

the

fund(s)

they

manage;

and

(m)

periodic

updates

on

BlackRock’s

business.

Prior

to

and

in

preparation

for

the

April

Meeting,

the

Board

received

and

reviewed

materials

specifically

relating

to

the

renewal

of

the

Agreements.

The

Independent

Board

Members

are

continuously

engaged

in

a

process

with

their

independent

legal

counsel

and

BlackRock

to

review

the

nature

and

scope

of

the

information

provided

to

the

Board

to

better

assist

its

deliberations.

The

materials

provided

in

connection

with

the

April

Meeting

included,

among

other

things:

(a)

information

independently

compiled

and

prepared

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”),

based

on

either

a

Lipper

classification

or

Morningstar

category,

regarding

the

Fund’s

fees

and

expenses

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

(“Performance

Peers”);

(b)

information

on

the

composition

of

the

Expense

Peers

and

Performance

Peers

and

a

description

of

Broadridge’s

methodology;

(c)

information

on

the

estimated

profits

realized

by

BlackRock

and

its

affiliates

pursuant

to

the

Agreements

and

a

discussion

of

fall-out

benefits

to

BlackRock

and

its

affiliates;

(d)

a

general

analysis

provided

by

BlackRock

concerning

investment

management

fees

received

in

connection

with

other

types

of

investment

products,

such

as

institutional

accounts,

sub-advised

mutual

funds,

ETFs,

closed-end

funds,

open-end

funds,

and

separately

managed

accounts,

under

similar

investment

mandates,

as

well

as

the

performance

of

such

other

products,

as

applicable;

(e)

a

review

of

non-management

fees;

(f)

the

existence,

impact

and

sharing

of

potential

economies

of

scale,

if

any,

with

the

Fund;

(g)

a

summary

of

aggregate

amounts

paid

by

the

Fund

to

BlackRock;

(h)

sales

and

redemption

data

regarding

the

Fund’s

shares;

and

(i)

various

additional

information

requested

by

the

Board

as

appropriate

regarding

BlackRock's

and

the

Fund's

operations.

At

the

April

Meeting,

the

Board

reviewed

materials

relating

to

its

consideration

of

the

Agreements

and

the

Independent

Board

Members

presented

BlackRock

with

questions

and

requests

for

additional

information.

BlackRock

responded

to

these

questions

and

requests

with

additional

written

information

in

advance

of

the

May

Meeting.

At

the

May

Meeting,

the

Board

concluded

its

assessment

of,

among

other

things:

(a)

the

nature,

extent

and

quality

of

the

services

provided

by

BlackRock;

(b)

the

investment

performance

of

the

Fund

as

compared

to

its

Performance

Peers

and

to

other

metrics,

as

applicable;

(c)

the

advisory

fee

and

the

estimated

cost

of

the

services

and

estimated

profits

realized

by

BlackRock

and

its

affiliates

from

their

relationship

with

the

Fund;

(d)

the

Fund’s

fees

and

expenses

compared

to

its

Expense

Peers;

(e)

the

existence

and

sharing

of

potential

economies

of

scale;

(f)

any

fall-out

benefits

to

BlackRock

and

its

affiliates

as

a

result

of

BlackRock’s

relationship

with

the

Fund;

and

(g)

other

factors

deemed

relevant

by

the

Board

Members.

The

Board

also

considered

other

matters

it

deemed

important

to

the

approval

process,

such

as

other

payments

made

to

BlackRock

or

its

affiliates

relating

to

securities

lending

and

cash

management,

and

BlackRock’s

services

related

to

the

valuation

and

pricing

of

Fund

portfolio

holdings.

The

Board

noted

the

willingness

of

BlackRock’s

personnel

to

engage

in

open,

candid

discussions

with

the

Board.

The

Board

Members

evaluated

the

information

available

to

it

on

a

fund-by-fund

basis.

The

following

paragraphs

provide

more

information

about

some

of

the

primary

factors

that

were

relevant

to

the

Board’s

decision.

The

Board

Members

did

not

identify

any

particular

information,

or

any

single

factor

as

determinative,

and

each

Board

Member

may

have

attributed

different

weights

to

the

various

items

and

factors

considered.

Disclosure

of

Investment

Advisory

Agreement

and

Sub-Advisory

Agreement

(continued)

25

Disclosure

of

Investment

Advisory

Agreement

and

Sub-Advisory

Agreement

A.

Nature,

Extent

and

Quality

of

the

Services

Provided

by

BlackRock

The

Board,

including

the

Independent

Board

Members,

reviewed

the

nature,

extent

and

quality

of

services

provided

by

BlackRock,

including

the

investment

advisory

services,

and

the

resulting

performance

of

the

Fund.

Throughout

the

year,

the

Board

compared

Fund

performance

to

the

performance

of

a

comparable

group

of

mutual

funds,

relevant

benchmarks,

and

performance

metrics,

as

applicable.

The

Board

met

with

BlackRock’s

senior

management

personnel

responsible

for

investment

activities,

including

the

senior

investment

officers.

The

Board

also

reviewed

the

materials

provided

by

the

Fund’s

portfolio

management

team

discussing

the

Fund’s

performance,

investment

strategies

and

outlook.

The

Board

considered,

among

other

factors,

with

respect

to

BlackRock:

the

experience

of

investment

personnel

generally

and

the

Fund’s

portfolio

management

team;

research

capabilities;

investments

by

portfolio

managers

in

the

funds

they

manage;

portfolio

trading

capabilities;

use

of

technology;

commitment

to

compliance;

credit

analysis

capabilities;

risk

analysis

and

oversight

capabilities;

and

the

approach

to

training

and

retaining

portfolio

managers

and

other

research,

advisory

and

management

personnel.

The

Board

also

considered

BlackRock’s

overall

risk

management

program,

including

the

continued

efforts

of

BlackRock

and

its

affiliates

to

address

cybersecurity

risks

and

the

role

of

BlackRock’s

Risk

&

Quantitative

Analysis

Group.

The

Board

engaged

in

a

review

of

BlackRock’s

compensation

structure

with

respect

to

the

Fund’s

portfolio

management

team

and

BlackRock’s

ability

to

attract

and

retain

high-quality

talent

and

create

performance

incentives.

In

addition

to

investment

advisory

services,

the

Board

considered

the

nature

and

quality

of

the

administrative

and

other

non-investment

advisory

services

provided

to

the

Fund.

BlackRock

and

its

affiliates

provide

the

Fund

with

certain

administrative,

shareholder

and

other

services

(in

addition

to

any

such

services

provided

to

the

Fund

by

third

parties)

and

officers

and

other

personnel

as

are

necessary

for

the

operations

of

the

Fund.

In

particular,

BlackRock

and

its

affiliates

provide

the

Fund

with

administrative

services

including,

among

others:

(i)

responsibility

for

disclosure

documents,

such

as

the

prospectus,

the

summary

prospectus

(as

applicable),

the

statement

of

additional

information

and

periodic

shareholder

reports;

(ii)

oversight

of

daily

accounting

and

pricing;

(iii)

responsibility

for

periodic

filings

with

regulators;

(iv)

overseeing

and

coordinating

the

activities

of

third-party

service

providers

including,

among

others,

the

Fund's

custodian,

fund

accountant,

transfer

agent,

and

auditor;

(v)

organizing

Board

meetings

and

preparing

the

materials

for

such

Board

meetings;

(vi)

providing

legal

and

compliance

support;

(vii)

furnishing

analytical

and

other

support

to

assist

the

Board

in

its

consideration

of

strategic

issues

such

as

the

merger,

consolidation

or

repurposing

of

certain

open-end

funds;

and

(viii)

performing

or

managing

administrative

functions

necessary

for

the

operation

of

the

Fund,

such

as

tax

reporting,

expense

management,

fulfilling

regulatory

filing

requirements,

overseeing

the

Fund’s

distribution

partners,

and

shareholder

call

center

and

other

services.

The

Board

reviewed

the

structure

and

duties

of

BlackRock’s

fund

administration,

shareholder

services,

and

legal

and

compliance

departments

and

considered

BlackRock’s

policies

and

procedures

for

assuring

compliance

with

applicable

laws

and

regulations.

The

Board

considered

the

operation

of

BlackRock’s

business

continuity

plans.

The

Board

noted

that

the

engagement

of

the

Sub-Advisor

with

respect

to

the

Fund

facilitates

the

provision

of

investment

advice

and

trading

by

investment

personnel

out

of

non-U.S.

jurisdictions.

The

Board

considered

that

this

arrangement

provides

additional

flexibility

to

the

portfolio

management

team,

which

may

benefit

the

Fund

and

its

shareholders.

B.

The

Investment

Performance

of

the

Fund

and

BlackRock

The

Board,

including

the

Independent

Board

Members,

reviewed

and

considered

the

performance

history

of

the

Fund

throughout

the

year

and

at

the

April

Meeting.

In

preparation

for

the

April

Meeting,

the

Board

was

provided

with

reports

independently

prepared

by

Broadridge,

which

included

an

analysis

of

the

Fund’s

performance

as

of

December

31,

2022,

as

compared

to

its

Performance

Peers.

Broadridge

ranks

funds

in

quartiles,

ranging

from

first

to

fourth,

where

first

is

the

most

desirable

quartile

position

and

fourth

is

the

least

desirable.

In

connection

with

its

review,

the

Board

received

and

reviewed

information

regarding

the

investment

performance

of

the

Fund

as

compared

to

its

Performance

Peers

and

a

weighted

average

benchmark

of

similar

funds,

as

defined

by

BlackRock

(“Benchmark

Weighted

Average”).

The

Board

and

its

Performance

Oversight

Committee

regularly

review

and

meet

with

Fund

management

to

discuss

the

performance

of

the

Fund

throughout

the

year.

In

evaluating

performance,

the

Board

focused

particular

attention

on

funds

with

less

favorable

performance

records.

The

Board

also

noted

that

while

it

found

the

data

provided

by

Broadridge

generally

useful,

it

recognized

the

limitations

of

such

data,

including

in

particular,

that

notable

differences

may

exist

between

a

fund

and

its

Performance

Peers

(for

example,

the

investment

objectives

and

strategies).

Further,

the

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.

The

Board

also

acknowledged

that

long-term

performance

could

be

impacted

by

even

one

period

of

significant

outperformance

or

underperformance,

and

that

a

single

investment

theme

could

have

the

ability

to

disproportionately

affect

long-term

performance.

The

Board

reviewed

the

Fund’s

performance

within

the

context

of

the

low

yield

environment

that

existed

for

a

portion

of

the

relative

periods.

In

addition

to

reviewing

the

Fund’s

performance

and

current

yield,

it

also

reviews

the

liquidity,

duration,

credit

quality

and

other

risk

factors

of

the

Fund’s

portfolio.

The

Board

noted

that

for

the

one-

and

three-year

periods

reported,

the

Fund

underperformed

and

outperformed,

respectively,

its

Benchmark

Weighted

Average.

The

Board

noted

that

BlackRock

believes

that

the

Benchmark

Weighted

Average

is

an

appropriate

performance

metric

for

the

Fund,

and

that

BlackRock

has

explained

its

rationale

for

this

belief

to

the

Board.

The

Board

and

BlackRock

reviewed

the

Fund’s

underperformance

relative

to

its

Benchmark

Weighted

Average

during

the

applicable

period.

C.

Consideration

of

the

Advisory/Management

Fees

and

the

Estimated

Cost

of

the

Services

and

Estimated

Profits

Realized

by

BlackRock

and

its

Affiliates

from

their

Relationship

with

the

Fund

The

Board,

including

the

Independent

Board

Members,

reviewed

the

Fund’s

contractual

management

fee

rate

compared

with

those

of

its

Expense

Peers.

The

contractual

management

fee

rate

represents

a

combination

of

the

advisory

fee

and

any

administrative

fees,

before

taking

into

account

any

reimbursements

or

fee

waivers.

The

Board

also

compared

the

Fund’s

total

expense

ratio,

as

well

as

its

actual

management

fee

rate,

to

those

of

its

Expense

Peers.

The

total

expense

ratio

represents

a

fund’s

total

net

operating

expenses,

including

any

12b-1

or

non-12b-1

service

fees.

The

total

expense

ratio

gives

effect

to

any

expense

reimbursements

or

fee

waivers,

and

the

actual

management

fee

rate

gives

effect

to

any

management

fee

reimbursements

or

waivers.

The

Board

considered

that

the

fee

and

expense

information

in

the

Broadridge

report

for

the

Fund

reflected

information

for

a

specific

period

and

that

historical

asset

levels

and

expenses

may

differ

from

current

levels,

particularly

in

a

period

of

market

volatility.

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).

Disclosure

of

Investment

Advisory

Agreement

and

Sub-Advisory

Agreement

(continued)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

26

The

Board

received

and

reviewed

statements

relating

to

BlackRock’s

financial

condition.

The

Board

reviewed

BlackRock’s

profitability

methodology

and

was

also

provided

with

an

estimated

profitability

analysis

that

detailed

the

revenues

earned

and

the

expenses

incurred

by

BlackRock

for

services

provided

to

the

Fund.

The

Board

reviewed

BlackRock’s

estimated

profitability

with

respect

to

the

Fund

and

other

funds

the

Board

currently

oversees

for

the

year

ended

December

31,

2022

compared

to

available

aggregate

estimated

profitability

data

provided

for

the

prior

two

years.

The

Board

reviewed

BlackRock’s

estimated

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

estimated

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.

The

Board

thus

recognized

that

calculating

and

comparing

profitability

at

the

individual

fund

level

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.

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

and

resources,

assumption

of

risk,

and

liability

profile

in

servicing

the

Fund,

including

in

contrast

to

what

is

required

of

BlackRock

with

respect

to

other

products

with

similar

investment

mandates

across

the

open-end

fund,

ETF,

closed-end

fund,

sub-advised

mutual

fund,

separately

managed

account,

collective

investment

trust,

and

institutional

separate

account

product

channels,

as

applicable.

The

Board

reviewed

the

expenses

within

the

context

of

the

low

yield

environment

that

existed

for

a

portion

of

the

relative

periods,

and

any

consequent

expense

waivers

and

reimbursements

necessary

to

maintain

minimum

levels

of

daily

net

investment

income,

as

applicable.

The

Board

noted

that

the

Fund’s

contractual

management

fee

rate

ranked

in

the

fourth

quartile,

and

that

the

actual

management

fee

rate

and

total

expense

ratio

ranked

in

the

second

and

first

quartiles,

respectively,

relative

to

the

Fund’s

Expense

Peers.

The

Board

further

noted

that

the

Fund

has

an

advisory

fee

arrangement

that

includes

breakpoints

that

adjust

the

fee

rate

downward

as

the

size

of

the

Fund

increases

above

certain

contractually

specified

levels.

The

Board

additionally

noted

that

the

breakpoints

can,

conversely,

adjust

the

advisory

fee

rate

upward

as

the

size

of

the

Fund

decreases

below

certain

contractually

specified

levels.

The

Board

additionally

noted

that

BlackRock

and

the

Board

have

contractually

agreed

to

a

cap

on

the

Fund’s

total

expenses

as

a

percentage

of

the

Fund’s

average

daily

net

assets

on

a

class-by-class

basis.

D.

Economies

of

Scale

The

Board,

including

the

Independent

Board

Members,

considered

the

extent

to

which

economies

of

scale

might

be

realized

as

the

assets

of

the

Fund

increase,

including

the

existence

of

fee

waivers

and/or

expense

caps,

as

applicable,

noting

that

any

contractual

fee

waivers

and

contractual

expense

caps

had

been

approved

by

the

Board.

In

its

consideration,

the

Board

further

considered

the

continuation

and/or

implementation

of

fee

waivers

and/or

expense

caps,

as

applicable.

The

Board

also

considered

the

extent

to

which

the

Fund

benefits

from

such

economies

of

scale

in

a

variety

of

ways,

and

whether

there

should

be

changes

in

the

advisory

fee

rate

or

breakpoint

structure

in

order

to

enable

the

Fund

to

more

fully

participate

in

these

economies

of

scale.

The

Board

considered

the

Fund’s

asset

levels

and

whether

the

current

fee

schedule

was

appropriate.

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

BlackRock’s

respective

relationships

with

the

Fund,

both

tangible

and

intangible,

such

as

BlackRock’s

ability

to

leverage

its

investment

professionals

who

manage

other

portfolios

and

its

risk

management

personnel,

an

increase

in

BlackRock’s

profile

in

the

investment

advisory

community,

and

the

engagement

of

BlackRock’s

affiliates

as

service

providers

to

the

Fund,

including

for

administrative,

distribution,

securities

lending

and

cash

management

services.

With

respect

to

securities

lending,

during

the

year

the

Board

also

considered

information

provided

by

independent

third-party

consultants

related

to

the

performance

of

each

BlackRock

affiliate

as

securities

lending

agent.

The

Board

also

considered

BlackRock’s

overall

operations

and

its

efforts

to

expand

the

scale

of,

and

improve

the

quality

of,

its

operations.

The

Board

also

noted

that,

subject

to

applicable

law,

BlackRock

may

use

and

benefit

from

third-party

research

obtained

by

soft

dollars

generated

by

certain

registered

fund

transactions

to

assist

in

managing

all

or

a

number

of

its

other

client

accounts.

In

connection

with

its

consideration

of

the

Agreements,

the

Board

also

received

information

regarding

BlackRock’s

brokerage

and

soft

dollar

practices.

The

Board

received

reports

from

BlackRock

which

included

information

on

brokerage

commissions

and

trade

execution

practices

throughout

the

year.

The

Board

noted

the

competitive

nature

of

the

open-end

fund

marketplace,

and

that

shareholders

are

able

to

redeem

their

Fund

shares

if

they

believe

that

the

Fund’s

fees

and

expenses

are

too

high

or

if

they

are

dissatisfied

with

the

performance

of

the

Fund.

Conclusion

At

the

May

Meeting,

in

a

continuation

of

the

discussions

that

occurred

during

the

April

Meeting,

and

as

a

culmination

of

the

Board’s

year-long

deliberative

process,

the

Board,

including

the

Independent

Board

Members,

unanimously

approved

the

continuation

of

the

Advisory

Agreement

between

the

Manager

and

the

Trust,

on

behalf

of

the

Fund,

for

a

one-year

term

ending

June

30,

2024,

and

the

Sub-Advisory

Agreement

between

the

Manager

and

the

Sub-Advisor,

with

respect

to

the

Fund,

for

a

one-year

term

ending

June

30,

2024.

Based

upon

its

evaluation

of

all

of

the

aforementioned

factors

in

their

totality,

as

well

as

other

information,

the

Board,

including

the

Independent

Board

Members,

was

satisfied

that

the

terms

of

the

Agreements

were

fair

and

reasonable

and

in

the

best

interest

of

the

Fund

and

its

shareholders.

In

arriving

at

its

decision

to

approve

the

Agreements,

the

Board

did

not

identify

any

single

factor

or

group

of

factors

as

all-important

or

controlling,

but

considered

all

factors

together,

and

different

Board

Members

may

have

attributed

different

weights

to

the

various

factors

considered.

The

Independent

Board

Members

were

advised

by

independent

legal

counsel

throughout

the

deliberative

process.

Additional

Information

27

Additional

Information

Tailored

Shareholder

Reports

for

Open-End Mutual

Funds

and

ETFs

Effective

January

24,

2023,

the

SEC

adopted

rule

and

form

amendments

to

require

open-end mutual

funds

and

ETFs

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

to

shareholders

that

highlight

key

information.

Other

information,

including

financial

statements,

will

no

longer

appear

in

a

streamlined

shareholder

report

but

must

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

General

Information 

Quarterly

performance,

semi-annual

and

annual

reports,

current

net

asset

value

and

other

information

regarding

the

Fund

may

be

found

on

BlackRock’s

website,

which

can

be

accessed

at

blackrock.com

.

Any

reference

to

BlackRock’s

website

in

this

report

is

intended

to

allow

investors

public

access

to

information

regarding

the

Fund

and

does

not,

and

is

not

intended

to,

incorporate

BlackRock’s

website

in

this

report.

Householding

The

Fund

will

mail

only

one

copy

of

shareholder

documents,

including

prospectuses,

annual

and

semi-annual

reports,

Rule

30e-3

notices

and

proxy

statements,

to

shareholders

with

multiple

accounts

at

the

same

address.

This

practice

is

commonly

called

“householding”

and

is

intended

to

reduce

expenses

and

eliminate

duplicate

mailings

of

shareholder

documents.

Mailings

of

your

shareholder

documents

may

be

householded

indefinitely

unless

you

instruct

us

otherwise.

If

you

do

not

want

the

mailing

of

these

documents

to

be

combined

with

those

for

other

members

of

your

household,

please

call

the

Transfer

Agent at

(800)

441-7762.

Availability

of

Quarterly

Schedule

of

Investments 

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

each

month

on

Form

N-MFP.

The

Fund’s

reports

on

Form

N-MFP

are

available

on

the

SEC’s

website

at

sec.gov

.

The

Fund

makes

portfolio

holdings

available

to

shareholders

on

its

website

at

blackrock.com

.

Availability

of

Proxy

Voting

Policies,

Procedures and

Voting

Records

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

Fund

voted

proxies

relating

to

securities

held

in

the

Fund's

portfolio

during

the

most

recent

12-month

period

ended

June

30 is

available

without

charge,

upon

request (1)

by

calling

(800)

441-7762

;

(2)

on

the

BlackRock

website

at

blackrock.com

;

and

(3)

on

the

SEC’s

website

at

sec.gov

.

Shareholder

Privileges

Account

Information

Call

us

at

(800) 

441-7762

from

8:00

AM

to

6:00

PM

ET

on

any

business

day

to

get

information

about

your

account

balances,

recent

transactions

and

share

prices.

You

can

also

visit

blackrock.com

for

more

information.

Automatic

Investment

Plans

Investor

class

shareholders

who

want

to

invest

regularly

can

arrange

to

have

$50

or

more

automatically

deducted

from

their

checking

or

savings

account

and

invested

in

any

of

the

BlackRock

funds.

Systematic

Withdrawal

Plans

Investor

class

shareholders

can

establish

a

systematic

withdrawal

plan

and

receive

periodic

payments

of

$50

or

more

from

their

BlackRock

funds,

as

long

as

their

account

balance

is

at

least

$10,000.

Retirement

Plans

Shareholders

may

make

investments

in

conjunction

with

Traditional,

Rollover,

Roth,

Coverdell,

Simple

IRAs,

SEP

IRAs

and

403(b)

Plans.

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.

Additional

Information

(continued)

2023

BlackRock

Semi

-

Annual

Report

to

Shareholders

28

BlackRock

obtains

or

verifies

personal

non-public

information

from

and

about

you

from

different

sources,

including

the

following:

(i)

information

we

receive

from

you

or,

if

applicable,

your

financial

intermediary,

on

applications,

forms

or

other

documents;

(ii)

information

about

your

transactions

with

us,

our

affiliates,

or

others;

(iii)

information

we

receive

from

a

consumer

reporting

agency;

and

(iv)

from

visits

to

our

websites.

BlackRock

does

not

sell

or

disclose

to

non-affiliated

third

parties

any

non-public

personal

information

about

its

Clients,

except

as

permitted

by

law

or

as

is

necessary

to

respond

to

regulatory

requests

or

to

service

Client

accounts.

These

non-affiliated

third

parties

are

required

to

protect

the

confidentiality

and

security

of

this

information

and

to

use

it

only

for

its

intended

purpose.

We

may

share

information

with

our

affiliates

to

service

your

account

or

to

provide

you

with

information

about

other

BlackRock

products

or

services

that

may

be

of

interest

to

you.

In

addition,

BlackRock

restricts

access

to

non-public

personal

information

about

its

Clients

to

those

BlackRock

employees

with

a

legitimate

business

need

for

the

information.

BlackRock

maintains

physical,

electronic

and

procedural

safeguards

that

are

designed

to

protect

the

non-public

personal

information

of

its

Clients,

including

procedures

relating

to

the

proper

storage

and

disposal

of

such

information.

Fund

and

Service

Providers

Investment

Adviser

and

Administrator

BlackRock

Advisors,

LLC

Wilmington,

DE

19809

Sub-Adviser

BlackRock

International

Limited

Edinburgh,

EH3

8BL

United

Kingdom

Accounting

Agent

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Custodians

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

The

Bank

of

New

York

Mellon

New

York,

NY

10286

Transfer

Agent

BNY

Mellon

Investment

Servicing

(US)

Inc.

Wilmington,

DE

19809

Independent

Registered

Public

Accounting

Firm

Deloitte

&

Touche

LLP

Boston,

MA

02116

Distributor

BlackRock

Investments,

LLC

New

York,

NY

10001

Legal

Counsel

Sidley

Austin

LLP

New

York,

NY

10019

Address

of

the

Trust

100

Bellevue

Parkway

Wilmington,

DE

19809

Glossary

of

Terms

Used

in

This

Report

29

Glossary

of

Terms

Used

in

This

Report

Currency

Abbreviation

USD

United

States

Dollar

Portfolio

Abbreviation

RB

Revenue

Bonds

SBPA

Stand-by-Bond

Purchase

Agreement

SOFR

Secured

Overnight

Financing

Rate

VRDN

Variable

Rate

Demand

Notes

Want

to

know

more?

blackrock.com

|

800-441-7762

This

report

is

intended

for

current

holders.

It

is

not

authorized

for

use

as

an

offer

of

sale

or

a

solicitation

of

an

offer

to

buy

shares

of

the

Fund

unless

preceded

or

accompanied

by

the

Fund’s

current

prospectus.

You

could

lose

money

by

investing

in

the

Fund.

Although

the

Fund

seeks

to

preserve

the

value

of

your

investment

at

$1.00

per

share,

it

cannot

guarantee

it

will

do

so.

The

Fund

may

impose

a

fee

upon

sale

of

your

shares

or

may

temporarily

suspend

your

ability

to

sell

shares

if

the

Fund's

liquidity

falls

below

required

minimums

because

of

market

conditions

or

other

factors.

An

investment

in

the

Fund

is

not

insured

or

guaranteed

by

the

Federal

Deposit

Insurance

Corporation

or

any

other

government

agency.

The

Fund’s

sponsor

has

no

legal

obligation

to

provide

financial

support

to

the

Fund

at

any

time.

Performance

data

quoted

represents

past

performance

and

does

not

guarantee

future

results.

Total

return

information

assumes

reinvestment

of

all

distributions.

Current

performance

may

be

higher

or

lower

than

the

performance

data

quoted.

For

current

month-end

performance

information,

call

(800)

626-1960.

The

Fund’s

current

7-day

yield

more

closely

reflects

the

current

earnings

of

the

Fund

than

the

total

returns

quoted.

Statements

and

other

information

herein

are

as

dated

and

are

subject

to

change.

MM-9/23-SAR

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

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

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

Item 5 –  Audit Committee of Listed Registrant – Not Applicable

Item 6 – Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable

Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act)

that occurred during the period covered by this report

that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment

   Companies

– Not Applicable

Item 13 – Exhibits attached hereto

              (a)(1) Code of Ethics – Not Applicable to this semi-annual report

              (a)(2) Section 302 Certifications are attached

<<section 302>>

(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable

(a)(4)

Change in Registrant’s independent public accountant – Not Applicable

(b) Section 906 Certifications are attached

<<section 906>>

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

BlackRock Funds

^SM

By:     _/s/ John M. Perlowski_____________

John M. Perlowski

Chief Executive Officer (principal executive officer) of

          BlackRock Funds

^SM

Date: November 20, 2023

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

By:     _/s/ John M. Perlowski_____________

John M. Perlowski

Chief Executive Officer (principal executive officer) of

          BlackRock Funds

^SM

Date: November 20, 2023

By:     _/s/ Trent Walker_________________

          Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Funds

^SM

Date: November 20, 2023