BlackRock 20/80 Target Allocation Fund, Investor A (BACPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05742

Name of Fund:  BlackRock Funds

^SM

BlackRock Liquid Environmentally Aware Fund

BlackRock Short Obligations 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: 07/31/2024

Date of reporting period: 01/31/2024

Item 1 – Report to Stockholders

(a)

The Report to Shareholders is attached herewith.

(b)

Not Applicable

January

31,

2024

Not

FDIC

Insured

-

May

Lose

Value

-

No

Bank

Guarantee

2024

Semi-Annual

Report

(Unaudited)

BlackRock

Funds

SM

BlackRock

Liquid

Environmentally

Aware

Fund

Dear

Shareholder,

The

combination

of

continued

economic

growth

and

cooling

inflation

provided

a

supportive

backdrop

for

investors

during

the

12-month

reporting

period

ended

January

31,

2024.

Significantly

tighter

monetary

policy

helped

to

rein

in

inflation,

and

the

Consumer

Price

Index

decelerated

substantially

in

the

first

half

of

the

period

before

stalling

between

3%

and

4%

in

the

second

half.

A

moderating

labor

market

helped

ease

inflationary

pressure,

although

wages

continued

to

grow.

Wage

and

job

growth

powered

robust

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

robust

during

the

period,

as

interest

rates

stabilized

and

the

economy

proved

to

be

more

resilient

than

many

investors

expected.

The

U.S.

economy

continued

to

show

strength,

and

growth

further

accelerated

in

the

second

half

of

2023.

Large-capitalization

U.S.

stocks

posted

particularly

substantial

gains,

supported

by

the

performance

of

a

few

notable

technology

companies,

while

small-capitalization

U.S.

stocks

advanced

at

a

significantly

slower

pace.

Meanwhile,

international

developed

market

equities

also

gained,

while

emerging

market

stocks

declined

overall.

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.

However,

shorter-duration

U.S.

Treasuries

gained,

as

higher

yields

boosted

returns.

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

four

times

during

the

12-month

period,

but

paused

its

tightening

in

the

second

half

of

the

period.

The

Fed

also

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

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

stopped

tightening

for

now,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

despite

the

market’s

hopes

for

interest

rate

cuts,

as

reflected

in

the

recent

rally.

In

this

new

regime,

we

anticipate

greater

volatility

and

dispersion

of

returns,

creating

more

opportunities

for

selective

portfolio

management.

Looking

at

developed

market

stocks,

we

have

an

overweight

stance

on

U.S.

stocks

overall,

particularly

given

the

promise

of

emerging

AI

technologies.

We

are

also

overweight

Japanese

stocks

as

shareholder-friendly

policies

generate

increased

investor

interest,

although

we

maintain

an

underweight

stance

on

European

stocks.

In

credit,

there

are

selective

opportunities

in

the

near

term

despite

tighter

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

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

January

31,

2024

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

6.43%

20.82%

U.S.

small

cap

equities

(Russell

2000

®

Index)

(2.02)

2.40

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

3.15

10.01

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(6.00)

(2.94)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.73

5.13

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

1.74

(0.38)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

3.15

2.10

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

2.70

2.90

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

6.18

9.28

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

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

21

Additional

Information

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

27

Glossary

of

Terms

Used

in

this

Report

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

29

Money

Market

Overview

For

the

Six-Month

Period

Ended

January

31,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

4

During

the

period,

economic

conditions

moderated

in

the

United

States

throughout

the

second

half

of

2023.

The

unemployment

rate

ticked

up,

reaching

3.9%

in

October

2023

before

falling

to

end

the

year

at

3.7%.

After

reaching

a

recent

low

of

3.0%

in

June

2023,

headline

consumer

price

index

(“CPI”)

increased

slightly

to

3.1%

by

January

2024.

During

the

second

two

quarters

of

2023,

markets

were

highly

focused

on

absorbing

record

levels

of

supply.

Following

the

passage

of

the

U.S.

Debt

Ceiling

resolution,

over

$2.4

trillion

of

T-bill

supply

came

to

market,

with

expectations

of

additional,

robust

supply

in

Q1

2024.

After

increasing

the

range

of

the

Federal

Funds

target

rate

to

5.25%-5.50%

at

the

July

2023

Federal

Open

Market

Committee

(the

“FOMC”,

or

“Committee”)

meeting,

the

Fed

left

interest

rates

unchanged

as

inflation

showed

signs

of

moderation.

In

a

statement

released

in

conjunction

with

the

meeting,

the

Committee

reiterated

that

inflation

“remains

elevated”

while

again

acknowledging

that

it

has

“eased

over

the

past

year.”

The

statement

was

also

modified

to

recognize

the

“solid

pace”

of

economic

growth.

In

a

notable

change

in

our

view,

the

statement

was

also

updated

to

acknowledge

that

the

FOMC

“does

not

expect

it

will

be

appropriate

to

reduce

the

target

range

until

it

has

gained

greater

confidence

that

inflation

is

moving

sustainably

toward”

its

2%

target.

The

Committee

also

revised

its

outlook

for

future

interest

rate

actions,

noting

“any

adjustments”

to

the

federal

funds

target

range

would

be

based

on

an

evaluation

of

“incoming

data,

the

evolving

outlook,

and

the

balance

of

risks.”

The

FOMC

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,

2022

FOMC

meeting.

Daily

reverse

repurchase

agreement

(“RRP”)

utilization

decreased

as

front-end

rates

moderated.

Fed

RRP

balances

were

expected

to

continue

to

drain

into

2024

as

investors

who

favored

overnight

repo

as

an

alternative

to

short-dated

government

securities

rotated

into

new

Treasury

supply

and

dealer

repo

rates

remained

more

attractive,

in

our

opinion.

Throughout

the

period,

daily

utilization

of

the

Fed’s

RRP

averaged

~$1.15

trillion,

by

the

end

of

January

2024,

the

RRP

facility

held

a

balance

of

only

$615

billion.

The

Secured

Overnight

Financing

Rate

(“SOFR”)—a

broad

measure

of

the

cost

of

borrowing

cash

overnight

collateralized

by

Treasury

securities—

remained

rangebound

as

the

Fed

appeared

to

have

reached

the

end

of

the

hiking

cycle.

SOFR

closed

January

2024

at

5.32%

and

averaged

5.31%

for

the

term.

In

the

money

markets,

spreads

tightened

further

as

measured

by

the

3-month

Bloomberg

Short

Term

Bank

Yield

Index

to

Overnight

Indexed

Swap

(“BSBY-OIS”)

spread,

which

averaged

0.15%

during

the

period.

3-month

BSBY-OIS

started

August

2023

at

0.14%

and

ended

January

2024

at

0.10%.

Year-over-year,

assets

of

industry-wide

money

market

mutual

funds

(“MMF”s)

grew

by

a

record

breaking

$1.21

trillion.

Assets

of

government,

prime,

and

municipal

MMFs

grew

$936

billion,

$265

billion,

and

$6

billion,

respectively,

for

the

12-month

period

ended

January

31,

2024.

In

setting

strategy

for

the

remainder

of

the

year,

we

will

seek

opportunities

to

increase

our

holdings

of

longer-term

fixed

rate

investments

as

we

see

the

Fed

as

nearing

the

end

of

their

hiking

cycle.

The

high

likelihood

of

the

Fed

maintaining

rates

at

higher

levels

for

a

longer

period

of

time

would

also

indicate

floaters

indexed

to

SOFR

still

command

focus.

Fund

Information

as

of

January

31,

2024

5

Fund

Information

BlackRock

Liquid

Environmentally

Aware

Fund

Investment

Objective

BlackRock

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

Fund

Information

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

(08/01/23)

Ending

Account

Value

(01/31/24)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(08/01/23)

Ending

Account

Value

(01/31/24)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

Institutional

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

$

1,000.00‌

$

1,027.50‌

$

1.02‌

$

1,000.00‌

$

1,024.13‌

$

1.02‌

0.20‌%

Bancroft

Capital

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

1,000.00‌

1,027.50‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

Cabrera

Capital

Markets

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

1,000.00‌

1,027.50‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

Direct

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

1,000.00‌

1,027.80‌

0.71‌

1,000.00‌

1,024.43‌

0.71‌

0.14‌

Great

Pacific

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

1,000.00‌

1,027.50‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

Mischler

Financial

Group

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

1,000.00‌

1,027.40‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

Penserra

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

1,000.00‌

1,027.50‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

Investor

A

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

1,000.00‌

1,026.10‌

2.29‌

1,000.00‌

1,022.87‌

2.29‌

0.45‌

(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

184/366

(to

reflect

the

one-half

year

period

shown).

CURRENT

SEVEN-DAY

YIELDS

7-Day

SEC

Yields

7-Day

Yields

Institutional

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

5.34‌

%

5.34‌

%

Bancroft

Capital

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

5.33‌

5.33‌

Cabrera

Capital

Markets

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

5.34‌

5.34‌

Direct

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

5.40‌

5.40‌

Great

Pacific

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

5.34‌

5.34‌

Mischler

Financial

Group

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

5.34‌

5.34‌

Penserra

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

5.34‌

5.33‌

Investor

A

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

5.09‌

5.09‌

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

Commercial

Paper

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

38.2‌

%

Repurchase

Agreements

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

29.4‌

Certificates

of

Deposit

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

14.6‌

Time

Deposits

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

9.

2‌ 

Municipal

Bonds

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

1.1‌

U.S.

Government

Sponsored

Agency

Obligations

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

0.

7‌ 

U.S.

Treasury

Obligations

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

0.4‌

Corporate

Bonds

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

0.2‌

Other

Assets

Less

Liabilities

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

6.2‌

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

January

31,

2024

BlackRock

Liquid

Environmentally

Aware

Fund

6

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Pa

r

(

000)

Value

Certificates

of

Deposit

Domestic

—

3.1%

Bank

of

America

NA

5.44%, 02/06/24

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

USD

3,678

$

3,677,323

5.90%, 05/14/24

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

3,000

3,002,813

6.00%, 08/21/24

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

3,000

3,009,381

5.75%, 11/14/24

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

6,000

6,023,101

Citibank

NA

5.80%, 02/26/24

-

03/18/24

...........

7,450

7,451,659

5.89%, 05/10/24

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

3,000

3,003,022

5.92%, 06/20/24

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

7,000

7,011,144

33,178,443

Yankee

—

11.5%

(a)

Bank

of

Montreal,

Chicago

5.82%, 05/28/24

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

1,000

1,000,703

5.60%, 11/29/24

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

5,000

5,017,849

Bank

of

Nova

Scotia

(The),

Houston,

(1-day

SOFR

+

0.47%),

5.78%, 06/03/24

(b)

.....

6,000

6,003,726

Barclays

Bank

plc,

New

York,

5.57%, 06/20/24

3,000

3,001,823

BNP

Paribas

SA,

New

York

5.72%, 08/19/24

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

3,000

3,006,102

5.23%, 12/18/24

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

4,000

4,002,828

Canadian

Imperial

Bank

of

Commerce,

New

York

5.40%, 02/08/24

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

3,000

2,999,902

5.60%, 03/04/24

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

4,000

3,999,696

5.90%, 06/13/24

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

6,650

6,659,060

Commonwealth

Bank

of

Australia,

New

York,

5.70%, 11/27/24

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

6,500

6,530,853

Credit

Agricole

Corporate

&

Investment

Bank

SA,

New

York,

5.69%, 05/21/24

........

7,000

7,005,271

Credit

Industriel

et

Commercial,

New

York

(1-day

SOFR

+

0.37%),

5.68%, 04/08/24

(b)

.

5,000

5,002,302

5.46%, 06/17/24

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

5,000

5,001,622

Mizuho

Bank

Ltd.,

New

York,

(1-day

SOFR

+

0.41%),

5.72%, 02/20/24

(b)

...........

8,000

8,001,420

MUFG

Bank

Ltd.,

New

York,

5.71%, 05/28/24

.

2,500

2,501,592

Nordea

Bank

Abp,

New

York

5.15%, 02/02/24

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

7,000

6,999,830

(1-day

SOFR

+

0.52%),

5.83%, 04/18/24

(b)

.

7,000

7,006,077

Sumitomo

Mitsui

Trust

Bank

Ltd.,

New

York

5.42%, 04/26/24

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

11,500

11,499,845

(1-day

SOFR

+

0.27%),

5.58%, 07/08/24

(b)

.

6,500

6,503,108

(1-day

SOFR

+

0.21%),

5.52%, 07/22/24

(b)

.

6,000

6,001,014

(1-day

SOFR

+

0.18%),

5.49%, 08/01/24

(b)

.

6,000

5,999,906

Toronto-Dominion

Bank

(The),

New

York

5.82%, 05/24/24

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

5,000

5,002,525

6.00%, 10/02/24

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

2,000

2,009,519

Westpac

Banking

Corp.,

New

York

(b)

(1-day

SOFR

+

0.59%),

5.90%, 05/22/24

..

4,000

4,006,018

(1-day

SOFR

+

0.30%),

5.61%, 01/31/25

..

1,000

999,599

125,762,190

Total

Certificates

of

Deposit

—

14.6%

(Cost:

$158,778,385)

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

158,940,633

Commercial

Paper

Alinghi

Funding

Co.

LLC

(c)

5.50%,

03/28/24

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

6,000

5,948,928

5.44%,

06/12/24

(d)

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

6,500

6,373,645

5.44%,

06/18/24

(d)

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

3,500

3,428,964

Aquitaine

Funding

Co.

LLC

(c)

5.43%,

02/01/24

(d)

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

5,000

4,999,257

5.47%,

02/16/24

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

10,000

9,976,064

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

5.50%,

02/23/24

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

USD

14,000

$

13,951,682

5.53%,

03/04/24

(d)

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

5,000

4,975,112

Australia

&

New

Zealand

Banking

Group

Ltd.

(d)

(1-day

SOFR

+

0.50%),

5.81%,

04/02/24

(b)

2,500

2,501,688

5.28%,

08/29/24

(c)

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

6,500

6,306,763

Bank

of

Montreal

(c)

5.46%,

04/03/24

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

3,000

2,972,002

5.16%,

11/07/24

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

8,500

8,172,505

Barclays

Bank

plc,

5.35%

,

02/01/24

(c)(d)

.....

10,000

9,998,534

Barton

Capital

SA,

5.50%

,

03/20/24

(c)(d)

.....

6,840

6,789,869

BNZ

International

Funding

Ltd.,

5.46%

,

03/13/24

(c)(d)

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

7,000

6,955,998

BPCE

SA,

5.40%

,

02/07/24

(c)(d)

...........

8,000

7,991,729

Britannia

Funding

Co.

LLC

(d)

5.45%,

02/16/24

(c)

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

17,000

16,959,523

5.47%,

02/21/24

(c)

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

4,500

4,485,893

5.47%,

02/22/24

(c)

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

2,000

1,993,428

(1-day

SOFR

+

0.20%),

5.51%,

04/25/24

(b)

3,000

3,000,013

Caisse

d'Amortissement

de

la

Dette

Sociale,

5.43%

,

02/26/24

(c)(d)

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

15,000

14,942,261

Citigroup

Global

Markets,

Inc.,

5.58%

,

03/22/24

(c)

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

6,000

5,953,352

Columbia

Funding

Co.

LLC

(c)(d)

5.40%,

02/01/24

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

7,500

7,498,891

5.55%,

04/16/24

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

12,000

11,862,829

Commonwealth

Bank

of

Australia,

5.40%

,

02/16/24

(d)

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

13,000

12,998,723

DNB

Bank

ASA

(c)(d)

5.38%,

05/28/24

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

7,000

6,880,426

5.36%,

06/13/24

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

5,000

4,903,525

5.36%,

07/30/24

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

3,000

2,922,312

5.07%,

01/22/25

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

4,000

3,807,326

FMS

Wertmanagement

(c)

5.44%,

05/02/24

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

2,000

1,972,936

5.44%,

05/03/24

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

2,000

1,972,655

HAT

Holdings

I

LLC

(c)

5.47%,

02/06/24

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

6,500

6,494,164

5.47%,

02/09/24

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

5,000

4,993,260

5.51%,

02/29/24

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

10,000

9,956,427

Hydro-Quebec

(c)

5.34%,

02/05/24

(d)

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

10,000

9,992,685

5.41%,

03/01/24

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

9,000

8,960,175

5.42%,

03/13/24

(d)

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

10,425

10,360,368

ING

US

Funding

LLC

(c)(d)

5.45%,

06/14/24

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

6,000

5,881,425

5.33%,

09/03/24

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

3,000

2,907,872

Kreditanstalt

fuer

Wiederaufbau,

5.39%

,

05/02/24

(c)(d)

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

5,000

4,932,940

Mackinac

Funding

Co.

LLC

(c)

5.49%,

03/06/24

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

8,000

7,958,130

5.46%,

06/07/24

(d)

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

7,000

6,868,386

Macquarie

Bank

Ltd.

5.47%,

02/12/24

(c)(d)

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

3,000

2,994,616

(1-day

SOFR

+

0.38%),

5.69%,

02/16/24

(b)(d)

9,000

9,001,148

5.50%,

03/01/24

(c)(d)

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

10,000

9,955,000

5.67%,

04/08/24

(c)

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

2,580

2,553,054

5.66%,

04/12/24

(c)(d)

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

5,500

5,439,236

5.66%,

04/18/24

(c)(d)

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

4,000

3,952,195

5.41%,

08/01/24

(c)(d)

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

2,000

1,947,167

5.38%,

08/28/24

(c)

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

3,500

3,394,507

National

Australia

Bank

Ltd.

(d)

5.35%,

02/01/24

(c)

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

3,000

2,999,560

(1-day

SOFR

+

0.48%),

5.79%,

02/02/24

(b)

7,000

7,000,146

(1-day

SOFR

+

0.50%),

5.81%,

04/12/24

(b)

3,000

3,002,406

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Liquid

Environmentally

Aware

Fund

Schedule

of

Investments

7

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

5.53%,

04/15/24

(c)

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

USD

6,500

$

6,426,943

(1-day

SOFR

+

0.35%),

5.66%,

04/19/24

(b)

6,000

6,003,388

5.19%,

10/04/24

(c)

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

6,000

5,793,769

Natixis

SA,

5.38%

,

02/07/24

(c)

...........

5,000

4,994,842

Province

of

British

Columbia,

5.47%

,

04/10/24

(c)

5,650

5,591,371

Royal

Bank

of

Canada

(b)(d)

(1-day

SOFR

+

0.60%),

5.91%,

05/23/24

.

7,000

7,010,333

(1-day

SOFR

+

0.35%),

5.66%,

01/21/25

.

2,000

2,000,023

Swedbank

AB,

5.39%

,

03/14/24

(c)

.........

4,000

3,974,742

UBS

AG,

5.55%

,

05/31/24

(c)

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

4,000

3,927,733

Versailles

Commercial

Paper

LLC,

5.49%

,

05/15/24

(c)(d)

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

8,000

7,875,587

Victory

Receivables

Corp.,

5.42%

,

02/09/24

(c)(d)

6,869

6,859,832

Westpac

Banking

Corp.

(1-day

SOFR

+

0.50%),

5.81%,

04/19/24

(b)(d)

4,000

4,003,411

(1-day

SOFR

+

0.52%),

5.83%,

04/19/24

(b)(d)

3,500

3,503,139

(1-day

SOFR

+

0.47%),

5.78%,

07/22/24

(b)(d)

6,000

6,010,551

5.12%,

11/07/24

(c)

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

3,500

3,365,211

5.11%,

11/14/24

(c)(d)

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

4,750

4,562,835

Total

Commercial

Paper

—

38.2%

(Cost:

$416,798,854)

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

416,945,410

Corporate

Bonds

Consumer

Finance

—

0.2%

Toyota

Motor

Credit

Corp.,

(1-day

SOFR

+

0.38%),

5.71%,

02/22/24

(b)

...........

2,270

2,270,149

Total

Corporate

Bonds

—

0.2%

(Cost:

$2,270,000)

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

2,270,149

Municipal

Bonds

Colorado

—

0.9%

(e)

Colorado

Housing

&

Finance

Authority

,

Series

2021C-2,

RB

,

VRDN

(Federal

Home

Loan

Bank

SBPA)

,

5.35%, 02/07/24

.........

4,935

4,935,000

Colorado

Housing

&

Finance

Authority

,

Series

2021M-2,

RB

,

VRDN

(Barclays

Bank

plc

SBPA)

,

5.37%, 02/07/24

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

5,370

5,370,000

10,305,000

Other

—

0.2%

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates,

Various

States

,

Series

2020-MIZ9043,

RB

,

VRDN

(Mizuho

Bank

Ltd.

LOC)

,

5.43%, 02/07/24

(d)

(e)(f)

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

1,770

1,770,000

Total

Municipal

Bonds

—

1.1%

(Cost:

$12,075,000)

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

12,075,000

Security

Par

(000)

Pa

r

(

000)

Value

Time

Deposits

Canadian

Imperial

Bank

of

Commerce,

5.31%, 02/01/24

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

USD

10,000

$

10,000,000

Credit

Agricole

Corporate

&

Investment

Bank

SA,

5.30%, 02/01/24

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

8,772

8,772,000

Royal

Bank

of

Canada,

5.32%, 02/01/24

....

31,000

31,000,000

Skandinaviska

Enskilda

Banken

AB,

5.32%, 02/01/24

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

35,000

35,000,000

Svenska

Handelsbanken

AB,

5.31%, 02/01/24

15,000

15,000,000

Total

Time

Deposits

—

9.1%

(Cost:

$99,772,000)

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

99,772,000

U.S.

Government

Sponsored

Agency

Obligations

Agency

Obligations

—

0.8%

United

States

International

Development

Finance

Corp.

Variable

Rate

Notes

(3-mo.

Treasury

Bill

Rate

+

0.00%),

5.51%

,

 02/07/24

(b)

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

8,065

8,065,476

Total

U.S.

Government

Sponsored

Agency

Obligations

—

0.8%

(Cost:

$8,065,476)

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

8,065,476

U.S.

Treasury

Obligations

U.S.

Treasury

Bills

,

4.84%, 10/03/24

(c)

......

3,500

3,388,713

U.S.

Treasury

Notes

,

(US

Treasury

3

Month

Bill

Money

Market

Yield

+

0.17%),

5.46%, 04/30/25

(b)

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

1,000

999,730

Total

U.S.

Treasury

Obligations

—

0.4%

(Cost:

$4,380,146)

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

4,388,443

Total

Repurchase

Agreements

—

29.4%

(Cost:

$320,500,000)

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

320,500,000

Total

Investments

—

93.8%

(Cost:

$1,022,639,861

)

(g)

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

1,022,957,111

Other

Assets

Less

Liabilities

—

6.2%

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

68,074,494

Net

Assets

—

100.0%

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

$

1,091,031,605

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

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.

(a)

Issuer

is

a

U.S.

branch

of

a

foreign

domiciled

bank.

(b)

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.

(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)

These

securities

are

short-term

floating

rate

certificates

issued

by

tender

option

bond

trusts

and

are

secured

by

the

underlying

municipal

bond

securities.

(g)

Cost

for

U.S.

federal

income

tax

purposes.

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.

...

5.32

%

01/31/24

02/01/24

$

10,000

$

10,000,000

$

10,001,478

U.S.

Government

Sponsored

Agency

Obligations,

0.02%

to

3.50%,

due

01/20/38

to

02/20/70

.........

$

456,482,191

$

10,500,000

–

–

BMO

Capital

Markets

Corp.

..........

5.32

01/31/24

02/01/24

120,000

120,000,000

120,017,733

U.S.

Government

Sponsored

Agency

Obligations,

0.00%

to

7.00%,

due

02/25/24

to

03/20/73

.........

3,584,905,109

126,000,058

–

–

Citigroup

Global

Markets,

Inc.

...........

5.32

01/31/24

02/01/24

75,000

75,000,000

75,011,083

U.S.

Government

Sponsored

Agency

Obligations,

0.50%

to

7.13%,

due

02/05/24

to

04/24/34

.........

77,225,000

76,500,353

–

–

Goldman

Sachs

&

Co.

LLC

...........

5.32

01/31/24

02/01/24

105,500

105,500,000

105,515,591

U.S.

Treasury

Obligations,

0.50%

to

5.49%,

due

01/31/25

to

05/15/41

.........

107,994,400

107,610,091

–

–

JP

Morgan

Securities

LLC

...........

5.32

01/31/24

02/01/24

10,000

10,000,000

10,001,478

U.S.

Government

Sponsored

Agency

Obligation,

5.50%,

due

01/20/54

.........

10,108,586

10,200,001

–

–

$

320,500,000

$

330,810,503

–

–

Level

1

Level

2

Level

3

Total

Assets

Investments

Short-Term

Securities

Certificates

of

Deposit

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

$

—

$

158,940,633

$

—

$

158,940,633

Commercial

Paper

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

—

416,945,410

—

416,945,410

Corporate

Bonds

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

—

2,270,149

—

2,270,149

Municipal

Bonds

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

—

12,075,000

—

12,075,000

Repurchase

Agreements

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

—

320,500,000

—

320,500,000

Time

Deposits

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

—

99,772,000

—

99,772,000

U.S.

Government

Sponsored

Agency

Obligations

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

—

8,065,476

—

8,065,476

U.S.

Treasury

Obligations

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

—

4,388,443

—

4,388,443

$

—

$

1,022,957,111

$

—

$

1,022,957,111

Statement

of

Assets

and

Liabilities

(unaudited)

January

31,

2024

9

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Liquid

Environmentally

Aware

Fund

ASSETS

Investments,

at

value

—

unaffiliated

(a)

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

$

702,457,111‌

Cash

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

64,405,692‌

Repurchase

agreements,

at

value

(b)

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

320,500,000‌

Receivables:

–‌

Capital

shares

sold

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

2,457,784‌

Interest

—

unaffiliated

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

3,695,324‌

From

the

Manager

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

46,479‌

Prepaid

e

xpenses

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

97,871‌

Total

a

ssets

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

1,093,660,261‌

LIABILITIES

Payables:

–‌

Administration

fees

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

71,119‌

Capital

shares

redeemed

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

605,968‌

Income

dividend

distributions

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

1,565,673‌

Investment

advisory

fees

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

106,865‌

Trustees'

and

Officer's

fees

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

3,395‌

Professional

fees

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

98,305‌

Service

fees

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

213‌

Other

accrued

expenses

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

177,118‌

Total

li

abilities

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

2,628,656‌

Commitments

and

contingent

liabilities

$

–‌

NET

ASSETS

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

$

1,091,031,605‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

1,090,686,776‌

Accumulated

earnings

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

344,829‌

NET

ASSETS

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

$

1,091,031,605‌

(a)

  Investments,

at

cost

—

unaffiliated

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

$

702,139,861‌

(b)

  Repurchase

agreements,

at

cost

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

$

320,500,000‌

Statement

of

Assets

and

Liabilities

(unaudited)

(continued)

January

31,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

10

See

notes

to

financial

statements.

BlackRock

Liquid

Environmentally

Aware

Fund

NET

ASSET

VALUE

Institutional

Net

assets

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

$

464,005,270‌

Shares

outstanding

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

463,783,571‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Bancroft

Capital

Net

assets

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

$

53,662‌

Shares

outstanding

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

53,636‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Cabrera

Capital

Markets

Net

assets

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

$

185,267‌

Shares

outstanding

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

185,177‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Direct

Net

assets

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

$

600,197,814‌

Shares

outstanding

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

599,881,697‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Great

Pacific

Net

assets

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

$

513,318‌

Shares

outstanding

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

513,074‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Mischler

Financial

Group

Net

assets

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

$

25,169,906‌

Shares

outstanding

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

25,156,520‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Penserra

Net

assets

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

$

53,671‌

Shares

outstanding

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

53,645‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

A

Net

assets

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

$

852,697‌

Shares

outstanding

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

852,260‌

Net

asset

value

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

$

1.0005‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Statement

of

Operations

(unaudited)

Six

Months

Ended

January

31,

2024

11

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Liquid

Environmentally

Aware

Fund

INVESTMENT

INCOME

Interest

—

unaffiliated

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

$

35,573,849‌

Total

investment

income

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

35,573,849‌

EXPENSES

Investment

advisory

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

643,338‌

Administration

—

class

specific

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

418,164‌

Registration

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

83,450‌

Professional

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

70,445‌

Printing

and

postage

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

48,302‌

Accounting

services

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

39,304‌

Custodian

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

16,249‌

Trustees

and

Officer

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

8,624‌

Service

—

class

specific

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

1,152‌

Transfer

agent

—

class

specific

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

814‌

Miscellaneous

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

31,572‌

Total

expenses

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

1,361,414‌

Less:

–‌

Fees

waived

and/or

reimbursed

by

the

Manager

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

(

295,809‌

)

Transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific

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

(

814‌

)

Total

expenses

after

fees

waived

and/or

reimbursed

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

1,064,791‌

Net

investment

income

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

34,509,058‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

$

481,960‌

Net

realized

gain

from

investments

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

902‌

Net

change

in

unrealized

appreciation

on

investments

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

481,057‌

Net

realized

and

unrealized

gain

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

481,959‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

34,991,017‌

Statements

of

Changes

in

Net

Assets

2024

BlackRock

Semi-Annual

Report

to

Shareholders

12

See

notes

to

financial

statements.

BlackRock

Liquid

Environmentally

Aware

Fund

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

34,509,058

‌

$

50,185,318

‌

Net

realized

gain

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

902

‌

256

‌

Net

change

in

unrealized

appreciation

(depreciation)

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

481,057

‌

490,138

‌

Net

increase

in

net

assets

resulting

from

operations

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

34,991,017

‌

50,675,712

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Institutional

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

(

13,567,513

)

(

18,216,907

)

Bancroft

Capital

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

(

1,415

)

(

2,085

)

Cabrera

Capital

Markets

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

(

4,885

)

(

5,208

)

Direct

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

(

20,224,368

)

(

31,049,277

)

Great

Pacific

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

(

13,534

)

(

14,407

)

Mischler

Financial

Group

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

(

672,492

)

(

861,956

)

Penserra

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

(

1,416

)

(

2,086

)

Investor

A

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

(

23,437

)

(

33,430

)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(34,509,060

)

(50,185,356

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

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

(196,087,601

)

184,636,825

‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

(

195,605,644

)

185,127,181

‌

Beginning

of

period

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

1,286,637,249

‌

1,101,510,068

‌

End

of

period

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

$

1,091,031,605

‌

$

1,286,637,249

‌

(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

2

BlackRock

Liquid

Environmentally

Aware

Fund

Institutional

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Period

from

04/08/19

(a)

to

07/31/19

Net

asset

value,

beginning

of

period

...........

$

1.0001

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

$

1.0000

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0430

‌

0

.0032

‌

0

.0005

‌

0

.0116

‌

0

.0072

‌

Net

realized

and

unrealized

gain

(loss)

..........

0

.0004

‌

(

0

.0018

)

(c)

(

0

.0008

)

(

0

.0003

)

0

.0021

‌

0

.0002

‌

Net

increase

from

investment

operations

..........

0.0272

‌

0.0412

‌

0.0024

‌

0.0002

‌

0.0137

‌

0.0074

‌

Distributions

(d)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0268

)

(

0

.0408

)

(

0

.0032

)

(

0

.0006

)

(

0

.0128

)

(

0

.0073

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

(

0

.0001

)

(

0

.0000

)

(e)

—

‌

Total

distributions

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

(0.0268

)

(0.0408

)

(0.0032

)

(0.0007

)

(0.0128

)

(0.0073

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

Total

Return

(f)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.75

%

(g)

4.20

%

0.24

%

0.02

%

1.38

%

0.75

%

(g)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.25

%

(h)

0.25

%

0.26

%

0.24

%

0.28

%

0.30

%

(h)

(i)

Total

expenses

after

fees

waived

and/or

reimbursed

..

0.20

%

(h)

0.20

%

0.16

%

0.17

%

0.21

%

0.19

%

(h)

Net

investment

income

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

5.33

%

(h)

4.30

%

0.32

%

0.05

%

1.16

%

2.30

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

464,005

‌

$

495,968

‌

$

240,465

‌

$

322,578

‌

$

227,698

‌

$

65,788

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

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.

(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.

(i)

Audit

and

offering

costs

were

not

annualized

in

the

calculation

of

the

expense

ratios.

If

these

expenses

were

annualized,

the

total

expenses

would

have

been

0.37%.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

14

BlackRock

Liquid

Environmentally

Aware

Fund

Bancroft

Capital

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Period

from

10/29/21

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

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

$

1.0001

‌

$

0.9997

‌

$

1.0004

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0409

‌

0

.0030

‌

Net

realized

and

unrealized

gain

(loss)

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

0

.0004

‌

0

.0003

‌

(

0

.0006

)

Net

increase

from

investment

operations

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

0.0272

‌

0.0412

‌

0.0024

‌

Distributions

from

net

investment

income

(c)

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

(0.0268

)

(0.0408

)

(0.0031

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9997

‌

Total

Return

(d)

—

—

—

Based

on

net

asset

value

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

2.75

%

(e)

4.20

%

0.24

%

(e)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.30

%

(f)

0.32

%

0.32

%

(f)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(f)

0.20

%

0.18

%

(f)

Net

investment

income

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

5.33

%

(f)

4.09

%

0.40

%

(f)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

54

‌

$

52

‌

$

50

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Not

annualized.

(f)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

15

Financial

Highlights

BlackRock

Liquid

Environmentally

Aware

Fund

Cabrera

Capital

Markets

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Period

from

10/29/21

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

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

$

1.0001

‌

$

0.9997

‌

$

1.0004

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0452

‌

0

.0030

‌

Net

realized

and

unrealized

gain

(loss)

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

0

.0004

‌

(

0

.0040

)

(c)

(

0

.0006

)

Net

increase

from

investment

operations

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

0.0272

‌

0.0412

‌

0.0024

‌

Distributions

from

net

investment

income

(d)

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

(0.0268

)

(0.0408

)

(0.0031

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9997

‌

Total

Return

(e)

—

—

—

Based

on

net

asset

value

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

2.75

%

(f)

4.20

%

0.24

%

(f)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.28

%

(g)

0.28

%

0.32

%

(g)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(g)

0.20

%

0.18

%

(g)

Net

investment

income

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

5.33

%

(g)

4.52

%

0.40

%

(g)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

185

‌

$

180

‌

$

50

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

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.

(d)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(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)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

16

BlackRock

Liquid

Environmentally

Aware

Fund

Direct

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Period

from

04/08/19

(a)

to

07/31/19

Net

asset

value,

beginning

of

period

..........

$

1.0001

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

$

1.0000

‌

Net

investment

income

(b)

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

0

.0271

‌

0

.0410

‌

0

.0034

‌

0

.0010

‌

0

.0125

‌

0

.0076

‌

Net

realized

and

unrealized

gain

(loss)

.........

0

.0004

‌

0

.0008

‌

(

0

.0007

)

(

0

.0005

)

0

.0021

‌

0

.0001

‌

Net

increase

from

investment

operations

.........

0.0275

‌

0.0418

‌

0.0027

‌

0.0005

‌

0.0146

‌

0.0077

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0271

)

(

0

.0414

)

(

0

.0035

)

(

0

.0009

)

(

0

.0137

)

(

0

.0076

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

(

0

.0001

)

(

0

.0000

)

(d)

—

‌

Total

distributions

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

(0.0271

)

(0.0414

)

(0.0035

)

(0.0010

)

(0.0137

)

(0.0076

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

Total

Return

(e)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.78

%

(f)

4.26

%

0.27

%

0.06

%

1.47

%

0.78

%

(f)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.19

%

(g)

0.19

%

0.19

%

0.18

%

0.19

%

0.22

%

(g)

(h)

Total

expenses

after

fees

waived

and/or

reimbursed

.

0.14

%

(g)

0.14

%

0.13

%

0.14

%

0.12

%

0.09

%

(g)

Net

investment

income

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

5.39

%

(g)

4.10

%

0.34

%

0.10

%

1.25

%

2.45

%

(g)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

600,198

‌

$

763,959

‌

$

850,305

‌

$

893,026

‌

$

886,881

‌

$

333,890

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Not

annualized.

(g)

Annualized.

(h)

Audit

and

offering

costs

were

not

annualized

in

the

calculation

of

the

expense

ratios.

If

these

expenses

were

annualized,

the

total

expenses

would

have

been

0.29%.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

17

Financial

Highlights

BlackRock

Liquid

Environmentally

Aware

Fund

Great

Pacific

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Period

from

05/02/22

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

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

$

1.0001

‌

$

0.9996

‌

$

0.9996

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0464

‌

0

.0026

‌

Net

realized

and

unrealized

gain

(loss)

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

0

.0004

‌

(

0

.0051

)

(c)

0

.0000

(d)

Net

increase

from

investment

operations

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

0.0272

‌

0.0413

‌

0.0026

‌

Distributions

from

net

investment

income

(e)

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

(0.0268

)

(0.0408

)

(0.0026

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9996

‌

Total

Return

(f)

—

—

—

Based

on

net

asset

value

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

2.75

%

(g)

4.21

%

0.26

%

(g)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.26

%

(h)

0.27

%

0.27

%

(h)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(h)

0.20

%

0.20

%

(h)

Net

investment

income

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

5.33

%

(h)

4.64

%

1.06

%

(h)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

513

‌

$

500

‌

$

50

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

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.

(d)

Amount

is

less

than

$0.00005

per

share.

(e)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(f)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(g)

Not

annualized.

(h)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

18

BlackRock

Liquid

Environmentally

Aware

Fund

Mischler

Financial

Group

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Period

from

05/20/21

(a)

to

07/31/21

Net

asset

value,

beginning

of

period

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

$

1.0002

‌

$

0.9997

‌

$

1.0005

‌

$

1.0005

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0442

‌

0

.0027

‌

0

.0000

(c)

Net

realized

and

unrealized

gain

(loss)

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

0

.0003

‌

(

0

.0029

)

(d)

(

0

.0003

)

0

.0000

(c)

(d)

Net

increase

from

investment

operations

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

0.0271

‌

0.0413

‌

0.0024

‌

0.0000

‌

Distributions

from

net

investment

income

(e)

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

(0.0268

)

(0.0408

)

(0.0032

)

(0.0000

)

(f)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0002

‌

$

0.9997

‌

$

1.0005

‌

Total

Return

(g)

—

—

—

—

Based

on

net

asset

value

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

2.74

%

(h)

4.21

%

0.24

%

0.00

%

(h)

(i)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.25

%

(j)

0.25

%

0.25

%

0.26

%

(j)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(j)

0.20

%

0.17

%

0.14

%

(j)

Net

investment

income

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

5.33

%

(j)

4.42

%

0.27

%

0.02

%

(j)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

25,170

‌

$

25,046

‌

$

10,023

‌

$

50

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Amount

is

less

than

$0.00005

per

share.

(d)

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.

(e)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(f)

Amount

is

greater

than

$(0.00005)

per

share.

(g)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(h)

Not

annualized.

(i)

Amount

is

less

than

0.005%.

(j)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

19

Financial

Highlights

BlackRock

Liquid

Environmentally

Aware

Fund

Penserra

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Period

from

01/21/22

(a)

to

07/31/22

Net

asset

value,

beginning

of

period

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

$

1.0001

‌

$

0.9997

‌

$

1.0001

‌

Net

investment

income

(b)

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

0

.0268

‌

0

.0409

‌

0

.0030

‌

Net

realized

and

unrealized

gain

(loss)

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

0

.0004

‌

0

.0003

‌

(

0

.0004

)

Net

increase

from

investment

operations

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

0.0272

‌

0.0412

‌

0.0026

‌

Distributions

from

net

investment

income

(c)

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

(0.0268

)

(0.0408

)

(0.0030

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0001

‌

$

0.9997

‌

Total

Return

(d)

—

—

—

Based

on

net

asset

value

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

2.75

%

(e)

4.20

%

0.26

%

(e)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.30

%

(f)

0.33

%

0.32

%

(f)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20

%

(f)

0.20

%

0.19

%

(f)

Net

investment

income

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

5.33

%

(f)

4.09

%

0.57

%

(f)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

54

‌

$

52

‌

$

50

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Not

annualized.

(f)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

20

BlackRock

Liquid

Environmentally

Aware

Fund

Investor

A

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Period

from

04/08/19

(a)

to

07/31/19

Net

asset

value,

beginning

of

period

..........

$

1.0002

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

$

1.0000

‌

Net

investment

income

(b)

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

0

.0255

‌

0

.0411

‌

0

.0024

‌

0

.0004

‌

0

.0098

‌

0

.0066

‌

Net

realized

and

unrealized

gain

(loss)

.........

0

.0003

‌

(

0

.0023

)

(c)

(

0

.0008

)

(

0

.0004

)

0

.0015

‌

0

.0001

‌

Net

increase

from

investment

operations

.........

0.0258

‌

0.0388

‌

0.0016

‌

0.0000

‌

0.0113

‌

0.0067

‌

Distributions

(d)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.0255

)

(

0

.0383

)

(

0

.0024

)

(

0

.0004

)

(

0

.0104

)

(

0

.0066

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

(

0

.0001

)

(

0

.0000

)

(e)

—

‌

Total

distributions

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

(0.0255

)

(0.0383

)

(0.0024

)

(0.0005

)

(0.0104

)

(0.0066

)

Net

asset

value,

end

of

period

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

$

1.0005

‌

$

1.0002

‌

$

0.9997

‌

$

1.0005

‌

$

1.0010

‌

$

1.0001

‌

Total

Return

(f)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.61

%

(g)

3.95

%

0.16

%

0.00

%

(h)

1.13

%

0.67

%

(g)

Ratios

to

Average

Net

Assets

Total

expen

ses

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

0.55

%

(i)

0.55

%

0.63

%

0.61

%

0.56

%

0.58

%

(i)

(j)

Total

expenses

after

fees

waived

and/or

reimbursed

.

0.45

%

(i)

0.45

%

0.25

%

0.19

%

0.45

%

0.44

%

(i)

Net

investment

income

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

5.08

%

(i)

4.11

%

0.24

%

0.04

%

0.98

%

2.10

%

(i)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

853

‌

$

880

‌

$

518

‌

$

286

‌

$

351

‌

$

252

‌

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

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.

(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)

Amount

is

less

than

0.005%.

(i)

Annualized.

(j)

Audit

and

offering

costs

were

not

annualized

in

the

calculation

of

the

expense

ratios.

If

these

expenses

were

annualized,

the

total

expenses

would

have

been

0.65%.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

(unaudited)

21

Notes

to

Financial

Statements

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

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

Shares

are

sold

only

to

certain

eligible

investors.

Direct

Shares

are

generally

only

available

to

investors

on

eligible

electronic

platforms.

Bancroft

Capital

Shares

are

only

available

to

clients

of

Bancroft

Capital,

LLC

and

its

affiliates.

Cabrera

Capital

Markets

Shares

are

only

available

to

clients

of

Cabrera

Capital

Markets,

LLC

and

its

affiliates.

Mischler

Financial

Group

Shares

are

only

available

to

clients

of

Mischler

Financial

Group,

Inc.

and

its

affiliates.

Penserra

Shares

are

only

available

to

clients

of

Penserra

Securities

LLC

and

its

affiliates.

Great

Pacific

Shares

are

only

available

to

clients

of

Great

Pacific

Securities

and

its

affiliates.

Investor

A

Shares

bear

certain

expenses

related

to

shareholder

servicing

of

such

shares.

Investor

A

Shares

are

generally

available

through

financial

intermediaries.

Each

class

has

exclusive

voting

rights

with

respect

to

matters

relating

to

its

shareholder

servicing

and

distribution

expenditures.

(a)

If

you

are

no

longer

a

client

of

Bancroft

Capital,

LLC,

you

are

not

eligible

to

hold

Bancroft

Capital

Shares

and

any

Bancroft

Capital

Shares

you

hold

will

be

converted

to

Institutional

Shares

of

the

Fund.

(b)

If

you

are

no

longer

a

client

of

Cabrera

Capital

Markets

LLC,

you

are

not

eligible

to

hold

Cabrera

Capital

Markets

Shares

and

any

Cabrera

Capital

Markets

Shares

you

hold

will

be

converted

to

Institutional

Shares

of

the

Fund.

(c)

If

you

are

no

longer

a

client

of

Great

Pacific

Securities

LLC,

you

are

not

eligible

to

hold

Great

Pacific

Shares

and

any

Great

Pacific

Shares

you

hold

will

be

converted

to

Institutional

Shares

of

the

Fund.

(d)

If

you

are

no

longer

a

client

of

Mischler

Financial

Group,

Inc.,

you

are

not

eligible

to

hold

Mischler

Financial

Group

Shares

and

any

Mischler

Financial

Group

Shares

you

hold

will

be

converted

to

Institutional

Shares

of

the

Fund.

(e)

If

you

are

no

longer

a

client

of

Penserra

Securities

LLC,

you

are

not

eligible

to

hold

Penserra

Shares

and

any

Penserra

Shares

you

hold

will

be

converted

to

Institutional

Shares

of

the

Fund.

The

Fund

prices

and

transacts

its

shares

at

a

net

asset

value

("NAV") per

share

calculated

to

four

decimal

places,

reflecting

market-based

values

of

its

portfolio

holdings

(i.e.,

at

a

“floating”

NAV).

The

Board

of

Trustees

of

the

Trust (the

"Board")

may

impose

a

discretionary

liquidity

fee

of

up

to

2%

upon

the

value

of

shares

redeemed,

if

such

fee

is

determined

to

be

in

the

best

interests

of

such

Fund.

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

. 

Discretionary

Liquidity

Fees:

Any

discretionary

liquidity

fees

imposed

on

the

value

of

shares

redeemed

are

recorded

as

paid-in-capital.

The

discretionary liquidity

fees

are

collected

and

retained

by

the

Fund

for

the

benefit

of the

Fund’s

remaining shareholders. 

Offering

Costs:

Offering

costs

are

amortized

over

a

12-month

period

beginning

with

the

commencement

of

operations

of

a

class

of

shares.  

Share

Class

Initial

Sales

Charge

Contingent

Deferred

Sales

Charge

(“CDSC”)

Conversion

Privilege

Institutional

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

No

No

None

Bancroft

Capital

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

No

No

None

(a)

Cabrera

Capital

Markets

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

No

No

None

(b)

Direct

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

No

No

None

Great

Pacific

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

No

No

None

(c)

Mischler

Financial

Group

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

No

No

None

(d)

Penserra

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

No

No

None

(e)

Investor

A

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

No

No

None

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

22

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.  

3.

INVESTMENT

VALUATION

AND

FAIR

VALUE

MEASUREMENTS 

Investment

Valuation

Policies:

 The

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund

is

open

for

business

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Board

has

approved

the

designation

of

the

Fund’s

Manager

as

the

valuation

designee

for

the

Fund.

The

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

the

Manager’s

policies.

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

the

Manager’s

policies

and

procedures

as

reflecting

fair

value.

The

Manager

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

the

Fund’s

assets

and

liabilities: 

Investments

are

valued

on

the

basis

of

prices

provided

by

dealers

or

pricing

services.

In

determining

the

value

of

a

particular

investment,

pricing

services

may

use

certain

information

with

respect

to

transactions

in

such

investments,

quotations

from

dealers,

pricing

matrixes,

market

transactions

in

comparable

investments

and

information

with

respect

to

various

relationships

between

investments. 

Fixed-income investments

for

which

market

quotations

are

readily

available

are

generally

valued

using

the

last

available

bid

price

or

current

market

quotations

provided

by

independent

dealers

or

third-party

pricing

services. Pricing

services

generally

value

fixed-income

securities

assuming

orderly

transactions

of

an

institutional

round

lot

size,

but

a

fund

may

hold

or

transact

in

such

securities

in

smaller,

odd

lot

sizes.

Odd

lots

may

trade

at

lower

prices

than

institutional

round

lots.

The

pricing

services

may

use

matrix

pricing

or

valuation

models

that

utilize

certain

inputs

and

assumptions

to

derive

values,

including

transaction

data

(e.g.,

recent

representative

bids

and

offers),

market

data, credit

quality

information,

perceived

market

movements,

news,

and

other

relevant

information.

Certain

fixed-income

securities,

including

asset-

backed

and

mortgage

related

securities

may

be

valued

based

on

valuation

models

that

consider

the

estimated

cash

flows

of

each

tranche

of

the

entity,

establish

a

benchmark

yield

and

develop

an

estimated

tranche

specific

spread

to

the

benchmark

yield

based

on

the

unique

attributes

of

the

tranche.

The

amortized

cost

method

of

valuation

may

be

used

with

respect

to

debt

obligations

with

sixty

days

or

less

remaining

to

maturity

unless

the

Manager

determines

such

method

does

not

represent

fair

value.

Repurchase

agreements

are

valued

at

amortized

cost,

which

approximates

market

value. 

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,

Notes

to

Financial

Statements

(unaudited)

(continued)

23

Notes

to

Financial

Statements

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

0.10%

of

the

average

daily

value

of

the

Fund's

net

assets.

The

Manager

entered

into

a

sub-advisory

agreement

with

BlackRock

International

Limited

(“BIL”),

(the

“sub-adviser”),

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.

Service

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

fees.

The

fees

are

accrued

daily

and

paid

monthly

at

annual

rates

of

0.25%

based

upon

the

average

daily

net

assets

attributable

to

Investor

A

shares.

BRIL

and

broker-dealers,

pursuant

to

sub-agreements

with

BRIL,

provide

shareholder

servicing to

the

Fund.

The

ongoing

service fee compensates BRIL

and

each

broker-

dealer

for

providing

shareholder

servicing related

services

to

shareholders.

For

the six

months

ended

January

31,

2024,

the

class

specific

service

fees

borne

directly

by Investor

A Shares

of

the

Fund

were

$1,152.

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

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

0.10%

of

the

average

daily

net

assets

for

Institutional

Shares,

Bancroft

Capital

Shares,

Cabrera

Capital

Markets

Shares,

Great

Pacific

Shares,

Mischler

Financial

Group

Shares,

Penserra

Shares

and Investor

A

Shares

and 0.04%

of

the

average

daily

net

assets

for

Direct

Shares.

For

the

six

months

ended

January

31,

2024, 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 January

31,

2024,

the

Fund

did

not

pay

any

amounts

to

affiliates

in

return

for

these

services.

For

the

six

months ended

January

31,

2024,

the

following

table

shows

the

class

specific

transfer

agent

fees

borne

directly

by

each

share

class

of

the

Fund:

Expense

Limitations,

Waivers

and

Reimbursements:

The

Manager

contractually

agreed

to

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

Miscellaneous

Other

Expenses

(“expense

limitation”)

through

June

30,

2034.

Miscellaneous

other

expenses

include

accounting,

transfer

agency,

custody,

professional

and

registration

fees

and

exclude

dividend

expense,

interest

expense,

and

certain

other

fund

expenses

that

constitute

extraordinary

expenses

not

incurred

in

the

ordinary

course

of

the

Fund’s

business.

The

expense

limitation

as

a

percentage

of

average

daily

net

assets is

0.00%

for

the

Institutional

Shares,

Bancroft

Capital

Shares,

Cabrera

Capital

Markets

Shares,

Direct

Shares,

Great

Pacific

Shares, 

Mischler

Financial

Group

Shares,

Penserra

Shares

and Investor

A

Shares.

For

the six

months,

the

Manager

waived

and/or

reimbursed

$295,809, which

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

in

the

Statement

of

Operations.

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

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.

Institutional

Bancroft

Capital

Cabrera

Capital

Markets

Direct

Great

Pacific

Mischler

Financial

Group

Penserra

Investor

A

Total

Administration

fees

-

class

specific

......

$

254,573‌

$

26‌

$

91‌

$

150,115‌

$

254‌

$

12,618‌

$

26‌

$

461‌

$

418,164‌

Institutional

Bancroft

Capital

Cabrera

Capital

Markets

Direct

Great

Pacific

Mischler

Financial

Group

Penserra

Investor

A

Total

Transfer

agent

fees

-

class

specific

......

$

370‌

$

13‌

$

32‌

$

46‌

$

45‌

$

53‌

$

14‌

$

241‌

$

814‌

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

24

For

the

six

months ended

January

31,

2024,

class

specific

expense

waivers

and/or

reimbursements are as

follows: 

Interfund

Lending:

In

accordance

with

an

exemptive

order

(the

“Order”)

from

the

U.S.

Securities

and

Exchange

Commission

(“SEC”),

the

Fund

may

participate

in

a

joint

lending

and

borrowing

facility

for

temporary

purposes

(the

“Interfund

Lending

Program”),

subject

to

compliance

with

the

terms

and

conditions

of

the

Order,

and

to

the

extent

permitted

by

the

Fund’s

investment

policies

and

restrictions.

The

Fund

is

currently

permitted

to

borrow

and

lend

under

the

Interfund

Lending

Program.

A

lending

BlackRock

fund

may

lend

in

aggregate

up

to

15%

of

its

net

assets

but

may

not

lend

more

than

5%

of

its

net

assets

to

any

one

borrowing

fund

through

the

Interfund

Lending

Program.

A

borrowing

BlackRock

fund

may

not

borrow

through

the

Interfund

Lending

Program

or

from

any

other

source

more

than

33

1/3%

of

its

total

assets

(or

any

lower

threshold

provided

for

by

the fund’s

investment

restrictions).

If

a

borrowing

BlackRock

fund’s

total

outstanding

borrowings

exceed

10%

of

its

total

assets,

each

of

its

outstanding

interfund

loans

will

be

subject

to

collateralization

of

at

least

102%

of

the

outstanding

principal

value

of

the

loan.

All

interfund

loans

are

for

temporary

or

emergency

purposes

and

the

interest

rate

to

be

charged

will

be

the

average

of

the

highest

current

overnight

repurchase

agreement

rate

available

to

a

lending

fund

and

the

bank

loan

rate,

as

calculated

according

to

a

formula

established

by

the

Board. 

During the

period

ended

January

31,

2024,

the

Fund

did

not

participate

in

the

Interfund

Lending

Program.

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 

Fund’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

January

31,

2024,

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.

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

suspend

redemptions

except

in

liquidations,

(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

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

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

Share

Class

Transfer

Agent

Fees

Waived

and/or

Reimbursed

by

the

Manager

-

Class

Specific

Institutional

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

$

370‌

Bancroft

Capital

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

13‌

Cabrera

Capital

Markets

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

32‌

Direct

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

46‌

Great

Pacific

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

45‌

Mischler

Financial

Group

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

53‌

Penserra

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

14‌

Investor

A

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

241‌

$

814‌

Notes

to

Financial

Statements

(unaudited)

(continued)

25

Notes

to

Financial

Statements

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.

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

raised

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.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Fund

invests.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

Europe

or

with

significant

exposure

to

European

issuers

or

countries.

The

European

financial

markets

have

recently

experienced

volatility

and

adverse

trends

due

to

concerns

about

economic

downturns

in,

or

rising

government

debt

levels

of,

several

European

countries

as

well

as

acts

of

war

in

the

region.

These

events

may

spread

to

other

countries

in

Europe

and

may

affect

the

value

and

liquidity

of

certain

of

the

Fund’s

investments. 

Responses

to

the

financial

problems

by

European

governments,

central

banks

and

others,

including

austerity

measures

and

reforms,

may

not

work,

may

result

in

social

unrest

and

may

limit

future

growth

and

economic

recovery

or

have

other

unintended

consequences.

Further

defaults

or

restructurings

by

governments

and

others

of

their

debt

could

have

additional

adverse

effects

on

economies,

financial

markets

and

asset

valuations

around

the

world.

The

United

Kingdom

has

withdrawn

from

the

European

Union,

and

one

or

more

other

countries

may

withdraw

from

the

European

Union

and/or

abandon

the

Euro,

the

common

currency

of

the

European

Union.

These

events

and

actions

have

adversely

affected,

and

may

in

the

future

adversely

affect,

the

value

and

exchange

rate

of

the

Euro

and

may

continue

to

significantly

affect

the

economies

of

every

country

in

Europe,

including

countries

that

do

not

use

the

Euro

and

non-European

Union

member

states. The

impact

of

these

actions,

especially

if

they

occur

in

a

disorderly

fashion,

is

not

clear

but

could

be

significant

and

far

reaching.

In

addition,

Russia

launched

a

large-scale

invasion

of

Ukraine

on

February

24,

2022.

The

extent

and

duration

of

the

military

action,

resulting

sanctions

and

resulting

future

market

disruptions

in

the

region

are

impossible

to

predict,

but

have

been,

and

may

continue

to

be,

significant

and

have

a

severe

adverse

effect

on

the

region,

including

significant

negative

impacts

on

the

economy

and

the

markets

for

certain

securities

and

commodities,

such

as

oil

and

natural

gas,

as

well

as

other

sectors.

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.

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

26

8.

CAPITAL

SHARE

TRANSACTIONS 

The

number

of

shares

sold,

reinvested

and

redeemed

for

the

Fund

were

transacted

at

each

class’s

floating

NAV

per

share

calculated

to

four

decimal

places. 

Transactions

in

capital

shares

for

each

class

were

as

follows:

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.

Six

Months

Ended

01/31/24

Year

Ended

07/31/23

Fund

Name/Share

Class

Shares

Amount

Shares

Amount

BlackRock

Liquid

Environmentally

Aware

Fund

Institutional

Shares

sold

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

438,343,739‌

$

438,480,730‌

683,802,939‌

$

683,886,009‌

Shares

issued

in

reinvestment

of

distributions

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

11,892,670‌

11,896,669‌

16,256,834‌

16,258,908‌

Shares

redeemed

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

(482,370,072‌)

(482,527,598‌)

(444,693,659‌)

(444,767,864‌)

(32,133,663‌)

$

(32,150,199‌)

255,366,114‌

$

255,377,053‌

Bancroft

Capital

Shares

issued

in

reinvestment

of

distributions

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

1,415‌

1,415‌

2,085‌

2,085‌

1,415‌

$

1,415‌

2,085‌

$

2,085‌

Cabrera

Capital

Markets

Shares

sold

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

1‌

$

1‌

124,949‌

$

124,994‌

Shares

issued

in

reinvestment

of

distributions

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

4,884‌

4,885‌

5,208‌

5,208‌

Shares

redeemed

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

(1‌)

(1‌)

—‌

—‌

4,884‌

$

4,885‌

130,157‌

$

130,202‌

Direct

Shares

sold

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

499,849‌

$

499,980‌

36,040,097‌

$

36,043,282‌

Shares

issued

in

reinvestment

of

distributions

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

15,013,892‌

15,019,630‌

22,287,855‌

22,291,117‌

Shares

redeemed

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

(179,481,002‌)

(179,564,740‌)

(145,055,297‌)

(145,042,582‌)

(163,967,261‌)

$

(164,045,130‌)

(86,727,345‌)

$

(86,708,183‌)

Great

Pacific

Shares

sold

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

—‌

$

—‌

434,985‌

$

435,001‌

Shares

issued

in

reinvestment

of

distributions

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

13,530‌

13,534‌

14,407‌

14,407‌

13,530‌

$

13,534‌

449,392‌

$

449,408‌

Mischler

Financial

Group

Shares

sold

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

—‌

$

—‌

24,990,003‌

$

25,000,000‌

Shares

issued

in

reinvestment

of

distributions

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

114,294‌

114,328‌

2,086‌

2,086‌

Shares

redeemed

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

—‌

—‌

(9,975,515‌)

(9,979,653‌)

114,294‌

$

114,328‌

15,016,574‌

$

15,022,433‌

Penserra

Shares

issued

in

reinvestment

of

distributions

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

1,415‌

1,415‌

2,086‌

2,086‌

1,415‌

$

1,415‌

2,086‌

$

2,086‌

Investor

A

Shares

sold

and

automatic

conversion

of

shares

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

1,362,560‌

$

1,363,013‌

1,292,480‌

$

1,292,316‌

Shares

issued

in

reinvestment

of

distributions

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

17,198‌

17,206‌

23,398‌

23,398‌

Shares

redeemed

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

(1,407,481‌)

(1,408,068‌)

(953,833‌)

(953,973‌)

(27,723‌)

$

(27,849‌)

362,045‌

$

361,741‌

(195,993,109‌)

$

(196,087,601‌)

184,601,108‌

$

184,636,825‌

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 

BlackRock

Liquid

Environmentally

Aware

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

.

BlackRock

Privacy

Principles

BlackRock

is

committed

to

maintaining

the

privacy

of

its

current

and

former

fund

investors

and

individual

clients

(collectively,

“Clients”)

and

to

safeguarding

their

non-public

personal

information.

The

following

information

is

provided

to

help

you

understand

what

personal

information

BlackRock

collects,

how

we

protect

that

information

and

why

in

certain

cases

we

share

such

information

with

select

parties.

If

you

are

located

in

a

jurisdiction

where

specific

laws,

rules

or

regulations

require

BlackRock

to

provide

you

with

additional

or

different

privacy-related

rights

beyond

what

is

set

forth

below,

then

BlackRock

will

comply

with

those

specific

laws,

rules

or

regulations.

BlackRock

obtains

or

verifies

personal

non-public

information

from

and

about

you

from

different

sources,

including

the

following:

(i)

information

we

receive

from

you

or,

if

applicable,

your

financial

intermediary,

on

applications,

forms

or

other

documents;

(ii)

information

about

your

transactions

with

us,

our

affiliates,

or

others;

(iii)

information

we

receive

from

a

consumer

reporting

agency;

and

(iv)

from

visits

to

our

websites.

BlackRock

does

not

sell

or

disclose

to

non-affiliated

third

parties

any

non-public

personal

information

about

its

Clients,

except

as

permitted

by

law

or

as

is

necessary

to

respond

to

regulatory

requests

or

to

service

Client

accounts.

These

non-affiliated

third

parties

are

required

to

protect

the

confidentiality

and

security

of

this

information

and

to

use

it

only

for

its

intended

purpose.

We

may

share

information

with

our

affiliates

to

service

your

account

or

to

provide

you

with

information

about

other

BlackRock

products

or

services

that

may

be

of

interest

to

you.

In

addition,

BlackRock

restricts

access

to

non-public

personal

information

about

its

Clients

to

those

BlackRock

employees

with

a

legitimate

business

need

for

the

information.

BlackRock

maintains

physical,

electronic

and

procedural

safeguards

that

are

designed

to

protect

the

non-public

personal

information

of

its

Clients,

including

procedures

relating

to

the

proper

storage

and

disposal

of

such

information.

Additional

Information

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

28

Fund

and

Service

Providers

Investment

Adviser

and

Administrator

BlackRock

Advisors,

LLC

Wilmington,

DE

19809

Sub-Adviser

BlackRock

International

Limited

Edinburgh,

EH3

8JB

United

Kingdom

Accounting

Agent

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Transfer

Agent

BNY

Mellon

Investment

Servicing

(US)

Inc.

Wilmington,

DE

19809

Custodians

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

The

Bank

of

New

York

Mellon

New

York,

NY

10286

Independent

Registered

Public

Accounting

Firm

Deloitte

&

Touche

LLP

Boston,

MA

02116

Distributor

BlackRock

Investments,

LLC

New

York,

NY

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

LOC

Letter

of

Credit

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.

Because

the

share

price

of

the

Fund

will

fluctuate,

when

you

sell

your

shares

they

may

be

worth

more

or

less

than

what

you

originally

paid

for

them.

The

Fund

may

impose

a

fee

upon

sale

of

your

shares.

An

investment

in

the

Fund

is

not

a

bank

account

and

is

not

insured

or

guaranteed

by

the

Federal

Deposit

Insurance

Corporation

or

any

other

government

agency.

The

Fund’s

sponsor

is

not

required

to

reimburse

the

Fund

for

losses,

and

you

should

not

expect

that

the

sponsor

will

provide

financial

support

to

the

Fund

at

any

time,

including

during

periods

of

market

stress.

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.

LEAF-1/24-SAR

JANUARY

31,

2024

Not

FDIC

Insured

-

May

Lose

Value

-

No

Bank

Guarantee

2024

Semi-Annual

Report

(Unaudited)

BlackRock

Funds

SM

BlackRock

Short

Obligations

Fund

Dear

Shareholder,

The

combination

of

continued

economic

growth

and

cooling

inflation

provided

a

supportive

backdrop

for

investors

during

the

12-month

reporting

period

ended

January

31,

2024.

Significantly

tighter

monetary

policy

helped

to

rein

in

inflation,

and

the

Consumer

Price

Index

decelerated

substantially

in

the

first

half

of

the

period

before

stalling

between

3%

and

4%

in

the

second

half.

A

moderating

labor

market

helped

ease

inflationary

pressure,

although

wages

continued

to

grow.

Wage

and

job

growth

powered

robust

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

robust

during

the

period,

as

interest

rates

stabilized

and

the

economy

proved

to

be

more

resilient

than

many

investors

expected.

The

U.S.

economy

continued

to

show

strength,

and

growth

further

accelerated

in

the

second

half

of

2023.

Large-capitalization

U.S.

stocks

posted

particularly

substantial

gains,

supported

by

the

performance

of

a

few

notable

technology

companies,

while

small-capitalization

U.S.

stocks

advanced

at

a

significantly

slower

pace.

Meanwhile,

international

developed

market

equities

also

gained,

while

emerging

market

stocks

declined

overall.

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.

However,

shorter-duration

U.S.

Treasuries

gained,

as

higher

yields

boosted

returns.

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

four

times

during

the

12-month

period,

but

paused

its

tightening

in

the

second

half

of

the

period.

The

Fed

also

wound

down

its

bond-buying

programs

and

incrementally

reduced

its

balance

sheet

by

not

replacing

securities

that

reach

maturity.

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

stopped

tightening

for

now,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period

despite

the

market’s

hopes

for

interest

rate

cuts,

as

reflected

in

the

recent

rally.

In

this

new

regime,

we

anticipate

greater

volatility

and

dispersion

of

returns,

creating

more

opportunities

for

selective

portfolio

management.

Looking

at

developed

market

stocks,

we

have

an

overweight

stance

on

U.S.

stocks

overall,

particularly

given

the

promise

of

emerging

AI

technologies.

We

are

also

overweight

Japanese

stocks

as

shareholder-friendly

policies

generate

increased

investor

interest,

although

we

maintain

an

underweight

stance

on

European

stocks.

In

credit,

there

are

selective

opportunities

in

the

near

term

despite

tighter

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

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

January

31,

2024

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

6.43%

20.82%

U.S.

small

cap

equities

(Russell

2000

®

Index)

(2.02)

2.40

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

3.15

10.01

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

(6.00)

(2.94)

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.73

5.13

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

1.74

(0.38)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

3.15

2.10

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

2.70

2.90

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

6.18

9.28

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

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

2

Semi-Annual

Report:

Fund

Summary

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

4

About

Fund

Performance

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

6

Disclosure

of

Expenses

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

6

Financial

Statements:

Schedule

of

Investments

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

7

Statement

of

Assets

and

Liabilities

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

14

Statement

of

Operations

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

16

Statements

of

Changes

in

Net

Assets

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

17

Financial

Highlights

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

18

Notes

to

Financial

Statements

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

21

Statement

Regarding

Liquidity

Risk

Management

Program

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

28

Additional

Information

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

29

Glossary

of

Terms

Used

in

this

Report

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

31

Fund

Summary

as

of

January

31,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

4

BlackRock

Short

Obligations

Fund

Investment

Objective

BlackRock

Short

Obligations

Fund’s

(the

“Fund”)

investment

objective

is

to

seek

current

income

consistent

with

preservation

of

capital.

Portfolio

Management

Commentary

How

did

the

Fund

perform?

For

the

six-month

period

ended

January

31,

2024,

all

of

the

Fund’s

share

classes

outperformed

its

benchmark,

the

ICE

BofA

6-Month

U.S.

Treasury

Bill

Index.

What

factors

influenced

performance?

The

Fund’s

stance

with

respect

to

overall

portfolio

duration

and

corresponding

interest

rate

sensitivity

proved

additive

to

performance

as

the

Fed

held

its

benchmark

overnight

lending

rate

steady

during

the

reporting

period.

In

addition,

security

selection

aided

relative

return,

most

notably

holdings

of

investment

grade

corporate

bonds.

Managing

investor

flows

in

an

environment

of

shifting

interest

rate

expectations

weighed

on

performance

relative

to

the

benchmark.

The

Fund’s

positioning

along

the

yield

curve

also

detracted

from

relative

performance.

The

Fund’s

cash

position

had

no

material

impact

on

performance.

Describe

recent

portfolio

activity.

After

having

been

positioned

to

capture

higher

reinvestment

rates

entering

the

period,

the

Fund

shifted

to

an

overweight

duration

bias

and

maintained

an

up-in-quality

tilt

as

it

increased

the

allocation

to

investment

grade

corporate

bonds

based

on

attractive

yields.

Describe

portfolio

positioning

at

period

end.

At

period

end,

the

Fund’s

positioning

reflected

the

view

that

the

Fed

is

near

or

at

the

end

of

its

hiking

cycle,

with

an

extended

duration

stance

and

decreased

exposure

to

floating

rate

instruments.

The

Fund

ended

the

period

with

a

31%

allocation

to

floaters,

with

22%

allocated

to

instruments

linked

to

the

secured

overnight

financing

rate

which

reset

daily

and

provide

attractive

income

following

the

Fed’s

interest

rate

hikes.

The

views

expressed

reflect

the

opinions

of

BlackRock

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

Performance

Past

performance

is

not

an

indication

of

future

results.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Performance

results

may

include

adjustments

made

for

financial

reporting

purposes

in

accordance

with

U.S.

generally

accepted

accounting

principles.

Expense

Example

Average

Annual

Total

Returns

(a)(b)

Standardized

30-Day

Yields

(c)

Unsubsidized

30-Day

Yields

(c)

6-Month

Total

Returns

1

Year

5

Years

10

Years

Institutional

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

5.27‌%

5.15‌%

2.99‌%

5.31‌%

2.08‌%

1.61‌%

Investor

A

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

5.04‌

4.91‌

2.98‌

5.18‌

1.87‌

1.37‌

Class

K

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

5.34‌

5.19‌

3.03‌

5.39‌

2.13‌

1.68‌

ICE

BofA

6-Month

U.S.

Treasury

Bill

Index

(d)

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

—‌

—‌

2.85‌

5.24‌

2.06‌

1.44‌

(a)

See

“About

Fund

Performance”

for

a

detailed

description

of

share

classes,

including

any

related

sales

charges

and

fees,

and

how

performance

was

calculated

for

certain

share

classes.

(b)

Under

normal

market

conditions,

the

Fund

will

invest

in

U.S.

dollar-denominated

investment

grade

and

short-term

fixed

and

floating

rate

debt

securities

maturing

in

three

years

or

less

(with

certain

exceptions)

and

will

maintain

a

dollar-weighted

average

maturity

of

180

days

or

less

and

a

dollar-weighted

average

life

of

365

days

or

less.

(c)

The

standardized

30-day

yield

includes

the

effects

of

any

waivers

and/or

reimbursements.

The

unsubsidized

30-day

yield

excludes

the

effects

of

any

waivers

and/or

reimbursements.

(d)

An

unmanaged

index

that

tracks

6-month

U.S.

Treasury

securities.

On

December

1,

2023,

the

Fund

began

to

compare

its

performance

to

the

standard

pricing

time

of

the

ICE

BofA

6-Month

US

Treasury

Bill

Index

(the

“Index”).

Index

data

prior

to

March

1,

2021

is

for

the

Index's

standard

pricing

time

of

3

pm.

Index

data

from

March

1,

2021

through

November

30,

2023

is

for

a

custom

4pm

pricing

variant

of

the

Index.

Index

returns

beginning

on

December

1,

2023

reflect

the

Index's

new

standard

pricing

time

of

4

pm.

The

change

of

the

Index's

standard

pricing

time

from

3

pm

to

4

pm

resulted

in

the

discontinuation

of

the

custom

4pm

pricing

variant

used

from

March

1,

2021

through

November

30,

2023.

Actual

H

ypothetical

5%

Re

turn

Beginning

Account

Value

(08/01/23)

Ending

Account

Value

(01/31/24)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(08/01/23)

Ending

Account

Value

(01/31/24)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

Institutional

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

$

1,000.00‌

$

1,029.90‌

$

1.38‌

$

1,000.00‌

$

1,023.78‌

$

1.37‌

0.27‌%

Investor

A

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

1,000.00‌

1,029.80‌

2.55‌

1,000.00‌

1,022.62‌

2.54‌

0.50‌

Class

K

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

1,000.00‌

1,030.30‌

1.02‌

1,000.00‌

1,024.13‌

1.02‌

0.20‌

(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

184/366

(to

reflect

the

one-half

year

period

shown).

Fund

Summary

as

of

January

31,

2024

(continued)

5

Fund

Summary

BlackRock

Short

Obligations

Fund

See

“Disclosure

of

Expenses”

for

further

information

on

how

expenses

were

calculated.

Portfolio

Information

PORTFOLIO

COMPOSITION

Asset

Type

Percent

of

Net

Assets

Corporate

Bonds

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

39.6‌

%

Commercial

Paper

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

36.5‌

Repurchase

Agreements

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

8.3‌

Certificates

of

Deposit

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

8.2‌

Asset-Backed

Securities

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

5.0‌

U.S.

Treasury

Obligations

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

1.0‌

Municipal

Bonds

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

0.4‌

Foreign

Agency

Obligations

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

0.2‌

Money

Market

Funds

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

0.0‌

(a)

Other

Assets

Less

Liabilities

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

0.8‌

MATURITY

BREAKDOWN

Percent

of

Net

Assets

1-7

days

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

5.9‌

%

8-14

days

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

4.6‌

15-30

days

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

4.7‌

31-60

days

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

6.5‌

61-90

days

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

9.7‌

91-120

days

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

7.2‌

121-150

days

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

7.5‌

>150

days

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

53.9‌

(a)

Represents

less

than

0.1%

of

the

Fund's

net

assets.

About

Fund

Performance

2024

BlackRock

Semi-Annual

Report

to

Shareholders

6

Institutional and

Class

K

Shares

 are

not

subject

to

any

sales

charge.

These

shares

bear

no

ongoing

distribution

or

service

fees

and

are

available

only

to

certain

eligible

investors.

Investor

A

Shares

are

not

subject

to

any

sales

charge

and

bear

no

ongoing

distribution

fee.

These

shares

are

subject

to

an

ongoing

service

fee

of 

0.25

%

per

year.

Certain

redemptions

of

these

shares

may

be

subject

to

a

contingent

deferred

sales

charge

("CDSC")

where

no

initial

sales

charge

was

paid

at

the

time

of

purchase.

These

shares

are

generally

available

through

financial

intermediaries.

Investor

A

Shares

performance

shown

prior

to

the

Investor

A

Shares

inception

date

of

March

9,

2018

is

that

of

Class

K

Shares

(which

have

no

distribution

or

service

fees)

and

was

restated

to

reflect

Investor

A

Shares

fees.

Past

performance

is

not

an

indication

of

future

results.

Financial

markets

have

experienced

extreme

volatility

and

trading

in

many

instruments

has

been

disrupted.

These

circumstances

may

continue

for

an

extended

period

of

time

and

may

continue

to

affect

adversely

the

value

and

liquidity

of

the

Fund’s

investments.

As

a

result,

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Refer

to

blackrock.com 

to

obtain

performance

data

current

to

the

most

recent

month-end.

Performance

results

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Figures

shown

in

the

performance

table(s) assume

reinvestment

of

all

distributions,

if

any,

at

net

asset

value

(“NAV”)

on

the

ex-dividend

date

or

payable

date,

as

applicable.

Investment

return

and

principal

value

of

shares

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

their

original

cost.

Distributions

paid

to

each

class

of

shares

will

vary

because

of

the

different

levels

of

service,

distribution

and

transfer

agency

fees

applicable

to

each

class,

which

are

deducted

from

the

income

available

to

be

paid

to

shareholders. 

BlackRock

Advisors,

LLC

(the

“Manager”),

the

Fund’s

investment

adviser,

has

contractually

and/or

voluntarily

agreed

to

waive

and/or

reimburse

a

portion

of

the

Fund’s

expenses.

Without

such

waiver(s)

and/or

reimbursement(s),

the

Fund’s

performance

would

have

been

lower.

With

respect

to

the

Fund’s

voluntary

waiver(s),

if

any,

the

Manager

is

under

no

obligation

to

waive

and/or

reimburse

or

to

continue

waiving

and/or

reimbursing

its

fees

and

such

voluntary

waiver(s)

may

be

reduced

or

discontinued

at

any

time.

With

respect

to

the

Fund’s

contractual

waiver(s),

if

any,

the

Manager

is

under

no

obligation

to

continue

waiving

and/or

reimbursing

its

fees

after

the

applicable

termination

date

of

such

agreement.

See

the

Notes

to

Financial

Statements

for

additional

information

on

waivers

and/or

reimbursements. 

The

standardized

30-day

yield

includes

the

effects

of

any

waivers

and/or

reimbursements.

The

unsubsidized

30-day

yield

excludes

the

effects

of

any

waivers

and/or

reimbursements. 

Disclosure

of

Expenses

Shareholders

of

the

Fund

may

incur

the

following

charges:

(a)

transactional

expenses;

and

(b)

operating

expenses,

including

investment

advisory

fees, administration

fees,

service

and

distribution

fees,

including

12b-1

fees,

acquired

fund

fees

and

expenses, and

other

fund

expenses.

The

expense

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.

Schedule

of

Investments

(unaudited)

January

31,

2024

BlackRock

Short

Obligations

Fund

Schedule

of

Investments

7

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Asset-Backed

Securities

American

Express

Credit

Account

Master

Trust,

Series

2022-4,

Class

A,

4.95%,

10/15/27

..

USD

5,000

$

5,018,258

BMW

Vehicle

Lease

Trust,

Series

2023-1,

Class

A2,

5.27%,

02/25/25

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

627

626,989

CarMax

Auto

Owner

Trust

Series

2022-4,

Class

A2A,

5.34%,

12/15/25

1,709

1,706,989

Series

2023-1,

Class

A2A,

5.23%,

01/15/26

2,701

2,696,962

Series

2023-2,

Class

A2B,

(SOFR

30

day

Average

+

0.85%),

6.20%,

06/15/26

(a)

..

3,529

3,534,932

Series

2023-3,

Class

A2B,

(SOFR

30

day

Average

+

0.60%),

5.95%,

11/16/26

(a)

..

2,707

2,711,331

Series

2023-4,

Class

A2A,

6.08%,

12/15/26

2,703

2,721,795

Chase

Issuance

Trust,

Series

2022-A1,

Class

A,

3.97%,

09/15/27

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

4,700

4,641,508

Citibank

Credit

Card

Issuance

Trust,

Series

2023-A1,

Class

A1,

5.23%,

12/08/27

.....

1,379

1,392,317

CNH

Equipment

Trust,

Series

2023-A,

Class

A2,

5.34%,

09/15/26

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

1,958

1,956,540

Ford

Credit

Auto

Lease

Trust

Series

2023-A,

Class

A2A,

5.19%,

06/15/25

505

503,963

Series

2023-B,

Class

A2A,

5.90%,

02/15/26

1,537

1,541,672

Ford

Credit

Auto

Owner

Trust,

Series

2022-B,

Class

A2A,

3.44%,

02/15/25

..........

101

100,900

Honda

Auto

Receivables

Owner

Trust,

Series

2023-2,

Class

A2,

5.41%,

04/15/26

......

3,744

3,743,541

Hyundai

Auto

Lease

Securitization

Trust

(b)

Series

2022-C,

Class

A2A,

4.34%,

01/15/25

219

218,445

Series

2023-A,

Class

A2A,

5.20%,

04/15/25

1,564

1,562,489

Series

2023-B,

Class

A2A,

5.47%,

09/15/25

1,487

1,485,427

Series

2023-B,

Class

A2B,

(SOFR

30

day

Average

+

0.75%),

6.10%,

09/15/25

(a)

..

1,607

1,608,536

Mercedes-Benz

Auto

Lease

Trust,

Series

2023-

A,

Class

A2,

5.24%,

11/17/25

..........

6,537

6,530,292

Mercedes-Benz

Auto

Receivables

Trust,

Series

2023-2,

Class

A2,

5.92%,

11/16/26

......

2,072

2,085,554

Nissan

Auto

Receivables

Owner

Trust

Series

2022-B,

Class

A2,

4.50%,

08/15/25

.

1,489

1,485,614

Series

2023-A,

Class

A2B,

(SOFR

30

day

Average

+

0.65%),

6.00%,

02/17/26

(a)

..

5,049

5,054,574

Toyota

Auto

Receivables

Owner

Trust

Series

2023-B,

Class

A2A,

5.28%,

05/15/26

2,873

2,869,381

Series

2023-B,

Class

A2B,

(SOFR

30

day

Average

at

0.52%

Floor

+

0.52%),

5.87%,

05/15/26

(a)

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

2,733

2,734,745

Series

2024-A,

Class

A2B,

(SOFR

30

day

Average

+

0.35%),

5.69%,

12/15/26

(a)

..

4,659

4,659,888

Total

Asset-Backed

Securities

—

5

.0

%

(Cost:

$

63,186,290

)

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

63,192,642

Corporate

Bonds

Aerospace

&

Defense

—

0.3%

Lockheed

Martin

Corp.,

4.95%,

10/15/25

...

2,220

2,231,241

RTX

Corp.,

5.00%,

02/27/26

...........

1,595

1,602,755

3,833,996

Automobiles

—

3.8%

(b)

BMW

US

Capital

LLC

(a)

(SOFR

Index

+

0.53%),

5.87%

,

04/01/24

.

15,615

15,623,120

(SOFR

Index

+

0.38%),

5.76%

,

08/12/24

.

17,735

17,735,898

Hyundai

Capital

America,

5.25%,

01/08/27

..

2,625

2,645,672

Mercedes-Benz

Finance

North

America

LLC

5.38%

,

08/01/25

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

3,330

3,360,980

4.90%

,

01/09/26

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

3,150

3,158,268

Security

Par

(000)

Par

(000)

Value

Automobiles

(continued)

Volkswagen

Group

of

America

Finance

LLC,

(1-day

SOFR

+

0.95%),

6.30%,

06/07/24

(a)

.

USD

5,140

$

5,145,662

47,669,600

Banks

—

14.9%

Australia

&

New

Zealand

Banking

Group

Ltd.,

5.09%,

12/08/25

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

3,245

3,267,522

Banco

Santander

SA

3.89%

,

05/24/24

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

6,800

6,767,404

2.71%

,

06/27/24

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

1,200

1,186,857

(1Y

CMT

+

0.45%),

5.77%

,

06/30/24

(a)

...

6,800

6,804,028

Bank

of

America

Corp.,

(1-day

SOFR

+

0.41%),

5.77%,

06/14/24

(a)

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

15,915

15,908,029

Banque

Federative

du

Credit

Mutuel

SA

(b)

4.94%

,

01/26/26

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

4,800

4,790,178

5.09%

,

01/23/27

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

3,140

3,163,360

BPCE

SA

(b)

5.10%

,

01/26/26

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

3,140

3,148,024

5.20%

,

01/18/27

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

2,010

2,025,433

Citigroup,

Inc.,

(1-day

SOFR

+

1.37%),

4.14%,

05/24/25

(a)

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

2,025

2,014,907

Cooperatieve

Rabobank

UA,

3.88%,

08/22/24

6,100

6,050,388

JPMorgan

Chase

&

Co.,

(1-day

SOFR

+

0.98%),

3.85%,

06/14/25

(a)

...........

6,600

6,549,392

KeyBank

NA

(SOFR

Index

+

0.32%),

5.67%

,

06/14/24

(a)

14,355

14,263,039

(SOFR

Index

+

0.32%),

5.67%

,

06/14/24

(a)

6,000

5,963,496

4.15%

,

08/08/25

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

2,050

2,004,537

Mitsubishi

UFJ

Financial

Group,

Inc.

(a)

(1-Year

US

Treasury

Yield

Curve

Rate

T

Note

Constant

Maturity

+

1.70%),

4.79%

,

07/18/25

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

9,410

9,370,163

(1-Year

US

Treasury

Yield

Curve

Rate

T

Note

Constant

Maturity

+

1.55%),

5.06%

,

09/12/25

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

5,895

5,877,651

(1-Year

US

Treasury

Yield

Curve

Rate

T

Note

Constant

Maturity

+

1.08%),

5.72%

,

02/20/26

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

3,600

3,614,009

National

Australia

Bank

Ltd.

5.20%

,

05/13/25

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

3,140

3,156,283

4.75%

,

12/10/25

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

2,160

2,163,249

(1-day

SOFR

+

0.55%),

5.87%

,

01/29/26

(a)

(b)

5,150

5,154,133

Nordea

Bank

Abp

(b)

3.60%

,

06/06/25

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

4,425

4,349,672

4.75%

,

09/22/25

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

6,100

6,083,470

PNC

Financial

Services

Group,

Inc.

(The),

(SOFR

Index

+

1.09%),

5.67%,

10/28/25

(a)

.

5,450

5,448,048

Societe

Generale

SA,

4.35%,

06/13/25

(b)

....

5,000

4,953,023

Sumitomo

Mitsui

Financial

Group,

Inc.,

5.46%,

01/13/26

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

4,800

4,849,735

Sumitomo

Mitsui

Trust

Bank

Ltd.

(b)

0.80%

,

09/16/24

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

8,000

7,770,579

(1-day

SOFR

+

0.44%),

5.79%

,

09/16/24

(a)

10,000

9,993,857

Svenska

Handelsbanken

AB

(b)

0.55%

,

06/11/24

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

1,010

992,450

3.65%

,

06/10/25

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

6,600

6,494,372

Wells

Fargo

Bank

NA

5.55%

,

08/01/25

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

3,340

3,374,986

4.81%

,

01/15/26

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

3,150

3,155,794

Westpac

Banking

Corp.

5.35%

,

10/18/24

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

5,500

5,505,599

1.02%

,

11/18/24

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

2,395

2,319,239

(1-day

SOFR

+

0.30%),

5.68%

,

11/18/24

(a)

8,985

8,985,701

187,518,607

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

8

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Broadline

Retail

—

0.4%

eBay,

Inc.,

5.90%,

11/22/25

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

USD

5,500

$

5,589,695

Capital

Markets

—

3.5%

Credit

Suisse

AG

0.50%

,

02/02/24

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

2,670

2,670,000

(SOFR

Index

+

0.39%),

5.77%

,

02/02/24

(a)

15,000

15,000,000

Deutsche

Bank

AG,

4.16%,

05/13/25

......

3,900

3,855,084

Macquarie

Bank

Ltd.,

5.39%,

12/07/26

(b)

....

1,990

2,013,865

National

Securities

Clearing

Corp.,

5.15%,

05/30/25

(b)

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

1,230

1,236,666

UBS

AG

(b)

(1-day

SOFR

+

0.36%),

5.74%

,

02/09/24

(a)

5,000

5,000,000

0.70%

,

08/09/24

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

3,680

3,588,221

(1-day

SOFR

+

0.45%),

5.83%

,

08/09/24

(a)

6,775

6,780,230

1.38%

,

01/13/25

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

4,430

4,269,940

44,414,006

Chemicals

—

0.2%

Sherwin-Williams

Co.

(The),

4.05%,

08/08/24

.

2,775

2,755,704

Consumer

Finance

—

3.0%

American

Express

Co.,

3.38%,

05/03/24

....

2,695

2,679,743

Capital

One

Financial

Corp.,

(1-day

SOFR

+

1.37%),

4.17%,

05/09/25

(a)

...........

6,800

6,769,586

Caterpillar

Financial

Services

Corp.,

(1-day

SOFR

+

0.27%),

5.62%,

09/13/24

(a)

.....

12,325

12,330,440

John

Deere

Capital

Corp.,

3.40%,

06/06/25

..

4,310

4,242,080

PACCAR

Financial

Corp.,

3.15%,

06/13/24

..

2,955

2,931,273

Toyota

Motor

Credit

Corp.

(1-day

SOFR

+

0.62%),

5.93%

,

06/13/24

(a)

3,635

3,638,675

4.40%

,

09/20/24

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

5,000

4,973,142

37,564,939

Consumer

Staples

Distribution

&

Retail

—

0.6%

Walmart,

Inc.,

3.90%,

09/09/25

.........

7,000

6,937,198

Electric

Utilities

—

0.7%

Florida

Power

&

Light

Co.,

4.45%,

05/15/26

..

1,915

1,914,890

NextEra

Energy

Capital

Holdings,

Inc.

6.05%

,

03/01/25

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

915

922,712

(SOFR

Index

+

0.76%),

6.07%

,

01/29/26

(a)

3,130

3,133,412

Wisconsin

Public

Service

Corp.,

5.35%,

11/10/25

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

2,720

2,747,221

8,718,235

Electronic

Equipment,

Instruments

&

Components

—

0.1%

Amphenol

Corp.,

4.75%,

03/30/26

........

750

751,478

Financial

Services

—

2.2%

JPMorgan

Chase

Bank

NA,

5.11%,

12/08/26

.

3,030

3,068,736

National

Rural

Utilities

Cooperative

Finance

Corp.,

Series

D,

(1-day

SOFR

+

0.33%),

5.65%,

10/18/24

(a)

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

5,000

4,996,898

NTT

Finance

Corp.,

4.14%,

07/26/24

(b)

.....

1,120

1,112,610

Siemens

Financieringsmaatschappij

NV,

(1-day

SOFR

+

0.43%),

5.79%,

03/11/24

(a)

(b)

....

18,980

18,982,744

28,160,988

Food

Products

—

0.9%

(b)

Cargill,

Inc.,

4.88%,

10/10/25

...........

5,185

5,205,629

Nestle

Holdings,

Inc.,

4.00%,

09/12/25

.....

6,200

6,148,448

11,354,077

Health

Care

Providers

&

Services

—

0.5%

UnitedHealth

Group,

Inc.,

5.00%,

10/15/24

..

6,000

5,989,443

Hotels,

Restaurants

&

Leisure

—

0.3%

Starbucks

Corp.,

(SOFR

Index

+

0.42%),

5.80%,

02/14/24

(a)

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

3,490

3,490,119

Security

Par

(000)

Par

(000)

Value

Insurance

—

2.4%

(b)

MassMutual

Global

Funding

II,

4.15%,

08/26/25

USD

2,238

$

2,218,413

New

York

Life

Global

Funding

3.15%

,

06/06/24

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

3,360

3,333,558

(1-day

SOFR

+

0.70%),

6.05%

,

06/13/25

(a)

3,700

3,713,199

3.60%

,

08/05/25

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

6,200

6,105,821

Northwestern

Mutual

Global

Funding,

4.00%,

07/01/25

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

6,400

6,332,592

Pacific

Life

Global

Funding

II,

(SOFR

Index

+

0.86%),

6.21%,

06/16/25

(a)

...........

3,515

3,522,368

Principal

Life

Global

Funding

II

0.75%

,

08/23/24

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

705

687,463

(1-day

SOFR

+

0.38%),

5.75%

,

08/23/24

(a)

680

679,851

Protective

Life

Global

Funding,

4.99%,

01/12/27

3,150

3,168,380

29,761,645

Machinery

—

0.4%

Daimler

Truck

Finance

North

America

LLC

(b)

5.20%

,

01/17/25

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

2,545

2,544,458

5.00%

,

01/15/27

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

2,260

2,272,745

4,817,203

Media

—

0.1%

Comcast

Corp.,

5.25%,

11/07/25

........

1,000

1,011,442

Multi-Utilities

—

0.2%

WEC

Energy

Group,

Inc.,

5.00%,

09/27/25

..

2,560

2,560,093

Oil,

Gas

&

Consumable

Fuels

—

2.2%

Enbridge,

Inc.,

(SOFR

Index

+

0.63%),

6.00%,

02/16/24

(a)

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

5,520

5,520,578

TransCanada

PipeLines

Ltd.,

1.00%,

10/12/24

22,930

22,224,472

27,745,050

Pharmaceuticals

—

1.0%

Pfizer

Investment

Enterprises

Pte.

Ltd.,

4.65%,

05/19/25

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

7,600

7,584,192

Roche

Holdings,

Inc.,

(1-day

SOFR

+

0.24%),

5.61%,

03/05/24

(a)

(b)

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

5,370

5,370,013

12,954,205

Semiconductors

&

Semiconductor

Equipment

—

0.6%

Analog

Devices,

Inc.,

(SOFR

Index

+

0.25%),

5.59%,

10/01/24

(a)

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

7,055

7,053,372

Specialty

Retail

—

0.6%

Home

Depot,

Inc.

(The),

4.00%,

09/15/25

...

1,910

1,893,747

Lowe's

Cos.,

Inc.

4.40%

,

09/08/25

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

4,150

4,124,124

4.80%

,

04/01/26

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

1,760

1,762,026

7,779,897

Technology

Hardware,

Storage

&

Peripherals

—

0.3%

Hewlett

Packard

Enterprise

Co.,

5.90%,

10/01/24

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

3,600

3,604,803

Tobacco

—

0.4%

Philip

Morris

International,

Inc.,

5.13%,

11/15/24

5,000

4,994,241

Total

Corporate

Bonds

—

39

.6

%

(Cost:

$

498,917,625

)

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

497,030,036

Foreign

Agency

Obligations

Canada

—

0.2%

CDP

Financial,

Inc.

,

4.50%

,

02/13/26

(b)

.....

2,523

2,522,686

Total

Foreign

Agency

Obligations

—

0

.2

%

(Cost:

$

2,518,927

)

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

2,522,686

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

Schedule

of

Investments

9

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Municipal

Bonds

Illinois

—

0

.1

%

State

of

Illinois

,

Series

2023A

,

GO

,

5.25

%

,

05/01/25

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

USD

1,485

$

1,491,478

Other

—

0

.3

%

Taxable

Municipal

Funding

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates,

Various

States

(b)(c)(d)

Series

2020-BTMFT-003

,

RB

,

VRDN

(

Barclays

Bank

plc

LOC

),

5.60

%

,

01/16/25

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

700

700,000

Series

2020-11

,

RB

,

VRDN

(

Barclays

Bank

plc

LOC

),

5.60

%

,

02/01/24

.........

2,220

2,220,000

2,920,000

Total

Municipal

Bonds

—

0

.4

%

(Cost:

$

4,405,000

)

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

4,411,478

U.S.

Treasury

Obligations

U.S.

Treasury

Notes

4.75

%

,

07/31/25

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

6,220

6,249,156

5.00

%

,

08/31/25

-

09/30/25

...........

6,020

6,078,896

Total

U.S.

Treasury

Obligations

—

1

.0

%

(Cost:

$

12,188,083

)

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

12,328,052

Total

Long-Term

Investments

—

46.2%

(Cost:

$

581,215,925

)

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

579,484,894

Short-Term

Securities

Certificates

of

Deposit

—

8.2%

Domestic

—

0.9%

Bank

of

America

NA

,

5.90

%

,

05/14/24

......

6,530

6,536,123

Citibank

NA

,

5.88

%

,

05/08/24

...........

4,490

4,494,260

11,030,383

Yankee

—

7.3%

(e)

Bank

of

Montreal,

Chicago

5.82

%

,

04/01/24

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

7,990

7,994,149

5.41

%

,

05/17/24

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

7,600

7,595,447

Barclays

Bank

plc,

New

York

,

5.55

%

,

02/07/24

4,600

4,599,924

BNP

Paribas

SA,

New

York

,

5.82

%

,

02/01/24

.

4,800

4,800,047

Canadian

Imperial

Bank

of

Commerce,

New

York

5.40

%

,

02/08/24

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

4,000

3,999,871

5.80

%

,

06/07/24

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

3,760

3,762,299

(1-day

SOFR

+

0.64%),

5.95

%

,

07/22/24

(a)

.

4,500

4,510,999

5.96

%

,

09/20/24

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

6,000

6,024,838

Commonwealth

Bank

of

Australia,

New

York

,

5.70

%

,

11/19/24

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

3,870

3,888,821

Cooperatieve

Rabobank

UA,

New

York

,

5.18

%

,

02/01/24

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

5,000

4,997,095

DZ

Bank

AG,

New

York

,

5.75

%

,

06/13/24

....

8,500

8,511,866

National

Australia

Bank

Ltd.,

New

York

,

(1-day

SOFR

+

0.52%),

5.83

%

,

04/26/24

(a)

.....

3,970

3,974,129

Royal

Bank

of

Canada,

New

York

5.88

%

,

06/27/24

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

2,180

2,182,979

5.96

%

,

09/19/24

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

7,250

7,278,158

Toronto-Dominion

Bank

(The),

New

York

5.52

%

,

02/22/24

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

4,000

3,999,973

Security

Par

(000)

Par

(000)

Value

Yankee

(continued)

6.00

%

,

08/26/24

-

10/02/24

...........

USD

13,480

$

13,540,956

91,661,551

Total

Certificates

of

Deposit

—

8

.2

%

(Cost:

$

102,520,113

)

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

102,691,934

Commercial

Paper

—

36.5%

Amcor

Finance

USA,

Inc.

,

5.61%

,

02/09/24

(b)

(f)

3,000

2,995,918

Amcor

Flexibles

North

America,

Inc.

(f)

5.63%

,

02/05/24

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

4,000

3,996,974

5.61%

,

02/09/24

(b)

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

6,000

5,991,761

5.66%

,

03/08/24

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

12,140

12,069,250

American

Electric

Power

Co.,

Inc.

(b)(f)

5.61%

,

03/04/24

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

3,000

2,984,650

5.63%

,

03/13/24

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

1,750

1,738,591

American

Honda

Finance

Corp.

5.85%

,

02/13/24

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

3,500

3,493,126

5.75%

,

02/26/24

(f)

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

9,880

9,840,445

5.71%

,

04/11/24

(b)

(f)

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

4,250

4,203,039

5.69%

,

04/16/24

(b)

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

5,750

5,682,030

ANZ

New

Zealand

Int'l

Ltd.

,

5.90%

,

06/17/24

(b)

(f)

7,250

7,103,910

Australia

&

New

Zealand

Banking

Group

Ltd.

,

5.62%

,

07/01/24

(b)

(f)

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

12,260

11,989,955

Banco

Santander

International

SA

,

0.00%

,

08/29/24

(g)

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

3,180

3,084,661

BASF

SE

,

5.60%

,

03/28/24

(b)

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

10,750

10,658,275

Bay

Square

Funding

LLC

,

5.40%

,

04/02/24

(b)

(f)

6,000

5,944,503

Bell

Telephone

Co.

of

Canada

or

Bell

Canada

(The)

,

5.78%

,

05/03/24

(b)

(f)

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

9,750

9,612,663

BPCE

SA

,

5.93%

,

05/28/24

(b)

(f)

...........

12,850

12,625,447

Brookfield

Renewable

Energy

LP

,

5.85%

,

02/06/24

(f)

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

1,500

1,498,643

Cabot

Trail

Funding

LLC

,

5.40%

,

04/23/24

(b)

..

7,050

6,961,778

Caisse

des

Depots

et

Consignations

,

5.38%

,

04/16/24

(b)

(f)

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

6,850

6,771,891

CDP

Financial,

Inc.

,

5.35%

,

02/23/24

(b)

(f)

....

7,000

6,976,146

Columbia

Funding

Co.

LLC

,

5.45%

,

04/17/24

(f)

3,500

3,459,468

Commonwealth

Bank

of

Australia

,

(1-day

SOFR

+

0.50%),

5.81%

,

03/18/24

(a)

(b)

.........

3,700

3,701,953

CVS

Health

Corp.

,

5.42%

,

02/01/24

(b)

(f)

.....

9,000

8,998,652

DNB

Bank

ASA

(b)(f)

5.90%

,

06/13/24

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

12,550

12,307,848

5.54%

,

12/05/24

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

5,390

5,164,929

Duke

Energy

Corp.

,

5.56%

,

04/16/24

(b)

(f)

....

7,500

7,411,249

Fidelity

National

Information

Services,

Inc.

,

5.59%

,

02/06/24

(b)

(f)

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

6,000

5,994,571

General

Dynamics

Corp.

,

5.50%

,

02/07/24

(f)

..

1,970

1,967,951

HSBC

USA,

Inc.

(f)

6.29%

,

11/27/24

(b)

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

3,800

3,629,952

5.55%

,

01/21/25

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

7,630

7,231,280

Hyundai

Capital

America

(f)

5.62%

,

02/22/24

(b)

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

3,000

2,989,921

5.60%

,

03/12/24

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

5,000

4,968,229

Intercontinental

Exchange,

Inc.

(b)

5.60%

,

02/02/24

(f)

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

4,000

3,998,736

5.59%

,

02/07/24

(f)

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

4,000

3,995,572

5.55%

,

02/09/24

(f)

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

6,700

6,690,466

5.58%

,

02/13/24

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

2,000

1,995,890

5.55%

,

02/21/24

(f)

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

4,500

4,485,069

5.58%

,

02/23/24

(f)

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

5,750

5,729,110

Jupiter

Securitization

Co.

LLC

,

5.44%

,

04/18/24

(b)

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

15,000

14,825,670

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

10

(Percentages

shown

are

based

on

Net

Assets)

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

Keurig

Dr

Pepper,

Inc.

(b)

5.53%

,

02/13/24

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

USD

3,250

$

3,243,584

5.62%

,

03/27/24

(f)

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

2,750

2,726,136

5.62%

,

03/28/24

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

8,280

8,206,859

Korea

Development

Bank

,

5.38%

,

07/16/24

(f)

.

4,500

4,393,225

Lime

Funding

LLC

,

5.42%

,

06/28/24

(b)

......

7,200

7,043,584

LSEGA

Financing

plc

(f)

5.73%

,

02/21/24

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

2,500

2,492,064

5.63%

,

04/11/24

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

4,000

3,956,377

5.60%

,

04/12/24

(b)

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

2,000

1,977,896

LVMH

Moet

Hennessy

Louis

Vuitton

SE

,

5.81%

,

05/23/24

(b)

(f)

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

1,951

1,918,796

Macquarie

Bank

Ltd.

(b)(f)

5.55%

,

02/12/24

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

5,000

4,991,026

5.95%

,

05/16/24

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

4,780

4,703,145

5.79%

,

11/27/24

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

3,430

3,287,436

Marriott

International,

Inc.

,

5.64%

,

02/15/24

(f)

.

2,250

2,244,767

Microchip

Technology,

Inc.

,

5.60%

,

02/09/24

(b)

6,000

5,991,614

Mitsubishi

Corp.

Americas

,

5.43%

,

03/14/24

(b)

(f)

3,680

3,656,446

National

Bank

of

Canada

(b)

5.78%

,

02/23/24

(f)

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

9,130

9,098,829

5.70%

,

05/24/24

(f)

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

5,940

5,839,716

5.85%

,

11/06/24

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

8,040

7,728,522

NatWest

Markets

plc

,

5.91%

,

05/20/24

(b)

(f)

...

3,370

3,313,767

Penske

Truck

Leasing

Co.

LP

(f)

5.57%

,

02/15/24

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

5,500

5,487,169

5.57%

,

02/16/24

(b)

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

750

748,132

Royal

Bank

of

Canada

,

5.80%

,

11/06/24

(f)

...

8,950

8,603,731

Sanofi

SA

,

5.66%

,

04/08/24

(b)

(f)

...........

9,877

9,777,585

Societe

Generale

SA

,

5.35%

,

10/02/24

(b)

....

10,400

10,045,214

Spire,

Inc.

,

5.50%

,

02/01/24

(b)

(f)

...........

2,250

2,249,661

Suncorp-Metway

Ltd.

(b)

5.90%

,

04/29/24

(f)

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

9,650

9,515,924

5.82%

,

05/08/24

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

12,100

11,915,288

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

5.72%

,

05/28/24

(f)

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

USD

3,000

$

2,945,167

Svenska

Handelsbanken

AB

,

5.85%

,

08/09/24

(f)

8,750

8,512,299

Victory

Receivables

Corp.

,

5.43%

,

04/17/24

(b)

(f)

5,500

5,436,894

Volvo

Treasury

North

America

LP

(b)

5.45%

,

04/22/24

(f)

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

2,250

2,221,263

5.45%

,

04/25/24

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

6,270

6,186,973

Vulcan

Materials

Co.

(f)

5.49%

,

02/01/24

(b)

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

4,750

4,749,282

5.48%

,

02/06/24

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

3,650

3,646,686

5.48%

,

02/08/24

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

9,500

9,488,483

VW

Credit,

Inc.

(b)(f)

5.64%

,

03/07/24

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

3,000

2,983,248

5.68%

,

03/18/24

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

4,310

4,278,538

6.02%

,

05/21/24

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

10,630

10,447,196

Westpac

Banking

Corp.

,

5.71%

,

11/07/24

(f)

...

6,870

6,607,413

Total

Commercial

Paper

—

36

.5

%

(Cost:

$

458,235,355

)

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

458,430,107

Shares

Shares

Money

Market

Funds

—

0.0%

BlackRock

Liquidity

Funds,

T-Fund,

Institutional

Class

,

5.21

%

(h)

(i)

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

299,096

299,096

Total

Money

Market

Funds

—

0

.0

%

(Cost:

$

299,096

)

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

299,096

Total

Repurchase

Agreements

—

8

.3

%

(Cost:

$

104,000,000

)

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

104,000,000

Total

Short-Term

Securities

—

53.0%

(Cost:

$

665,054,564

)

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

665,421,137

Total

Investments

—

99

.2

%

(Cost:

$

1,246,270,489

)

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

1,244,906,031

Other

Assets

Less

Liabilities

—

0.8

%

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

9,612,441

Net

Assets

—

100.0%

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

$

1,254,518,472

(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)

Security

exempt

from

registration

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933,

as

amended.

These

securities

may

be

resold

in

transactions

exempt

from

registration

to

qualified

institutional

investors.

(c)

These

securities

are

short-term

floating

rate

certificates

issued

by

tender

option

bond

trusts

and

are

secured

by

the

underlying

municipal

bond

securities.

(d)

Variable

rate

security.

Rate

as

of

period

end

and

maturity

is

the

date

the

principal

owed

can

be

recovered

through

demand.

(e)

Issuer

is

a

U.S.

branch

of

a

foreign

domiciled

bank.

(f)

Rates

are

the

current

rate

or

a

range

of

current

rates

as

of

period

end.

(g)

Zero-coupon

bond.

(h)

Affiliate

of

the

Fund.

(i)

Annualized

7-day

yield

as

of

period

end.

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

Schedule

of

Investments

11

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the six

months

ended

January

31,

2024

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

07/31/23

Purchases

at

Cost

Proceeds

from

Sale

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

01/31/24

Shares

Held

at

01/31/24

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Liquidity

Funds,

T-Fund,

Institutional

Class

.

$

135,471

$

163,625

(a)

$

—

$

—

$

—

$

299,096

299,096

$

14,004

$

—

—

—

(a)

Represents

net

amount

purchased

(sold).

For

Fund

compliance

purposes,

the

Fund's

industry

classifications

refer

to

one

or

more

of

the

industry

sub-classifications

used

by

one

or

more

widely

recognized

market

indexes

or

rating

group

indexes,

and/or

as

defined

by

the

investment

adviser.

These

definitions

may

not

apply

for

purposes

of

this

report,

which

may

combine

such

industry

sub-classifications

for

reporting

ease.

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

12

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

.63‌

%

(a)

01/31/24

03/07/24

$

12,250‌

$

12,250,000‌

$

12,318,968‌

Corporate/Debt

Obligations,

2.50%

to

7.79%,

due

04/10/25

to

12/25/68

.........

$

15,402,795‌

$

13,099,812‌

5

.81‌

(a)

01/31/24

04/06/24

2,000‌

2,000,000‌

2,021,303‌

Corporate/Debt

Obligations,

0.00%

to

6.44%,

due

01/25/37

to

11/19/52

.........

54,988,555‌

2,300,001‌

–‌

–‌

$

14,250,000‌

$

15,399,813‌

–‌

–‌

BNP

Paribas

SA

....

5

.68‌

(a)

01/31/24

05/06/24

8,250‌

8,250,000‌

8,374,960‌

U.S.

Government

Sponsored

Agency

Obligations

and

Corporate/Debt

Obligations,

2.35%

to

11.93%,

due

05/06/25

to

12/15/47

.......

10,185,356‌

9,372,359‌

–‌

–‌

Citigroup

Global

Markets,

Inc.

...........

5

.62‌

(a)

01/31/24

04/03/24

16,000‌

16,000,000‌

16,157,360‌

U.S.

Government

Sponsored

Agency

Obligations,

0.60%

to

5.50%,

due

09/25/26

to

02/16/64

.........

397,239,392‌

17,755,738‌

5

.64‌

(a)

01/31/24

05/03/24

6,000‌

6,000,000‌

6,087,420‌

Corporate/Debt

Obligations,

0.78%

to

6.77%,

due

10/25/34

to

06/25/60

.........

192,309,718‌

6,420,000‌

–‌

–‌

$

22,000,000‌

$

24,175,738‌

–‌

–‌

Goldman

Sachs

&

Co.

LLC

...........

5

.83‌

(a)

01/31/24

09/03/24

20,000‌

20,000,000‌

20,699,600‌

Corporate/Debt

Obligations,

0.94%

to

9.62%,

due

04/01/24

to

02/15/67

.........

48,635,448‌

21,999,447‌

–‌

–‌

Mizuho

Securities

USA

LLC

...........

5

.76‌

(a)

01/31/24

03/07/24

3,500‌

3,500,000‌

3,520,160‌

Corporate/Debt

Obligation,

3.38%,

due

09/25/52

.........

5,526,972‌

4,025,001‌

5

.86‌

(a)

01/31/24

05/02/24

19,000‌

19,000,000‌

19,284,536‌

Corporate/Debt

Obligation,

2.31%,

due

11/20/51

.........

22,536,651‌

20,330,000‌

–‌

–‌

$

22,500,000‌

$

24,355,001‌

–‌

–‌

Wells

Fargo

Securities

LLC

...........

5

.71‌

(a)

01/31/24

05/06/24

17,000‌

17,000,000‌

17,258,853‌

Corporate/Debt

Obligation,

0.00%,

due

03/11/24

.........

17,964,307‌

17,850,000‌

–‌

–‌

$

104,000,000‌

$

113,152,358‌

–‌

–‌

(a)

Variable

rate

security.

Rate

as

of

period

end

and

maturity

is

the

date

the

principal

owed

can

be

recovered

through

demand.

Schedule

of

Investments

(unaudited)

(continued)

January

31,

2024

BlackRock

Short

Obligations

Fund

Schedule

of

Investments

13

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.

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Asset-Backed

Securities

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

$

—

$

63,192,642

$

—

$

63,192,642

Corporate

Bonds

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

—

497,030,036

—

497,030,036

Foreign

Agency

Obligations

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

—

2,522,686

—

2,522,686

Municipal

Bonds

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

—

4,411,478

—

4,411,478

U.S.

Treasury

Obligations

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

—

12,328,052

—

12,328,052

Short-Term

Securities

Certificates

of

Deposit

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

—

102,691,934

—

102,691,934

Commercial

Paper

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

—

458,430,107

—

458,430,107

Money

Market

Funds

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

299,096

—

—

299,096

Repurchase

Agreements

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

—

104,000,000

—

104,000,000

$

299,096

$

1,244,606,935

$

—

$

1,244,906,031

Statement

of

Assets

and

Liabilities

(unaudited)

January

31,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

14

See

notes

to

financial

statements.

BlackRock

Short

Obligations

Fund

ASSETS

Investments,

at

value

—

unaffiliated

(a)

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

$

1,140,606,935‌

Investments,

at

value

—

affiliated

(b)

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

299,096‌

Cash

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

17,833‌

Repurchase

agreements,

at

value

(c)

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

104,000,000‌

Receivables:

–‌

Capital

shares

sold

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

9,021,736‌

Dividends

—

affiliated

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

1,516‌

Interest

—

unaffiliated

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

7,701,380‌

From

the

Manager

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

146‌

Prepaid

e

xpenses

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

67,739‌

Total

a

ssets

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

1,261,716,381‌

LIABILITIES

Payables:

–‌

Investments

purchased

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

3,084,560‌

Administration

fees

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

61,102‌

Capital

shares

redeemed

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

3,216,271‌

Income

dividend

distributions

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

34,009‌

Investment

advisory

fees

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

141,873‌

Trustees'

and

Officer's

fees

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

8,426‌

Other

affiliate

fees

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

9,977‌

Professional

fees

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

71,457‌

Service

fees

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

118,770‌

Other

accrued

expenses

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

451,464‌

Total

li

abilities

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

7,197,909‌

Commitments

and

contingent

liabilities

$

–‌

NET

ASSETS

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

$

1,254,518,472‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

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

$

1,268,019,713‌

Accumulated

loss

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

(

13,501,241‌

)

NET

ASSETS

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

$

1,254,518,472‌

(a)

  Investments,

at

cost

—

unaffiliated

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

$

1,141,971,393‌

(b)

  Investments,

at

cost

—

affiliated

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

$

299,096‌

(c)

  Repurchase

agreements,

at

cost

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

$

104,000,000‌

Statement

of

Assets

and

Liabilities

(unaudited)

(continued)

January

31,

2024

15

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Short

Obligations

Fund

NET

ASSET

VALUE

Institutional

Net

assets

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

$

691,500,401‌

Shares

outstanding

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

68,790,150‌

Net

asset

value

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

$

10.05‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

A

Net

assets

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

$

542,426,943‌

Shares

outstanding

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

53,995,568‌

Net

asset

value

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

$

10.05‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Class

K

Net

assets

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

$

20,591,128‌

Shares

outstanding

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

2,046,039‌

Net

asset

value

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

$

10.06‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Statement

of

Operations

(unaudited)

Six

Months

Ended

January

31,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

16

See

notes

to

financial

statements.

BlackRock

Short

Obligations

Fund

INVESTMENT

INCOME

Dividends

—

affiliated

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

$

14,004‌

Interest

—

unaffiliated

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

32,162,504‌

Total

investment

income

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

32,176,508‌

EXPENSES

Investment

advisory

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

1,546,918‌

Service

—

class

specific

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

703,352‌

Transfer

agent

—

class

specific

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

270,669‌

Administration

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

252,703‌

Administration

—

class

specific

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

124,721‌

Registration

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

68,221‌

Professional

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

41,999‌

Accounting

services

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

32,794‌

Printing

and

postage

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

22,162‌

Custodian

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

14,546‌

Trustees

and

Officer

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

10,794‌

Miscellaneous

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

21,414‌

Total

expenses

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

3,110,293‌

Less:

–‌

Administration

fees

waived

by

the

Manager

—

class

specific

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

(

20,053‌

)

Fees

waived

and/or

reimbursed

by

the

Manager

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

(

762,108‌

)

Transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific

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

(

837‌

)

Total

expenses

after

fees

waived

and/or

reimbursed

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

2,327,295‌

Net

investment

income

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

29,849,213‌

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

$

6,474,583‌

Net

realized

loss

from

investments

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

(

3,110,965‌

)

Net

change

in

unrealized

appreciation

on

investments

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

9,585,548‌

Net

realized

and

unrealized

gain

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

6,474,583‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

36,323,796‌

Statements

of

Changes

in

Net

Assets

17

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Short

Obligations

Fund

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

29,849,213

‌

$

59,858,331

‌

Net

realized

loss

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

(

3,110,965

)

(

5,177,524

)

Net

change

in

unrealized

appreciation

(depreciation)

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

9,585,548

‌

13,083,470

‌

Net

increase

in

net

assets

resulting

from

operations

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

36,323,796

‌

67,764,277

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Institutional

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

(

16,132,042

)

(

35,628,613

)

Investor

A

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

(

13,115,369

)

(

22,756,450

)

Class

K

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

(

598,009

)

(

1,471,493

)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(29,845,420

)

(59,856,556

)

CAPITAL

SHARE

TRANSACTIONS

Net

decrease

in

net

assets

derived

from

capital

share

transactions

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

(87,632,300

)

(1,138,006,863

)

NET

ASSETS

Total

decrease

in

net

assets

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

(

81,153,924

)

(

1,130,099,142

)

Beginning

of

period

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

1,335,672,396

‌

2,465,771,538

‌

End

of

period

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

$

1,254,518,472

‌

$

1,335,672,396

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

18

BlackRock

Short

Obligations

Fund

Institutional

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

period

...........

$

10.00

‌

$

9.95

‌

$

10.05

‌

$

10.07

‌

$

10.02

‌

$

9.99

‌

Net

investment

income

(a)

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

0

.25

‌

0

.32

‌

0

.04

‌

0

.04

‌

0

.17

‌

0

.26

‌

Net

realized

and

unrealized

gain

(loss)

..........

0

.05

‌

0

.07

‌

(

0

.09

)

(

0

.02

)

0

.06

‌

0

.03

‌

Net

increase

(decrease)

from

investment

operations

..

0.30

‌

0.39

‌

(0.05

)

0.02

‌

0.23

‌

0.29

‌

Distributions

(b)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.25

)

(

0

.34

)

(

0

.05

)

(

0

.04

)

(

0

.18

)

(

0

.26

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

—

‌

(

0

.00

)

(c)

(

0

.00

)

(c)

Total

distributions

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

(0.25

)

(0.34

)

(0.05

)

(0.04

)

(0.18

)

(0.26

)

Net

asset

value,

end

of

period

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

$

10.05

‌

$

10.00

‌

$

9.95

‌

$

10.05

‌

$

10.07

‌

$

10.02

‌

Total

Return

(d)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.99

%

(e)

3.96

%

(0.51

)%

0.20

%

2.28

%

2.96

%

Ratios

to

Average

Net

Assets

(f)

Total

expen

ses

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

0.39

%

(g)

0.38

%

0.36

%

0.36

%

0.43

%

0.45

%

Total

expenses

after

fees

waived

and/or

reimbursed

..

0.27

%

(g)

0.28

%

0.26

%

0.26

%

0.30

%

0.26

%

Net

investment

income

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

4.89

%

(g)

3.22

%

0.45

%

0.39

%

1.69

%

2.59

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

691,500

‌

$

700,104

‌

$

1,382,186

‌

$

2,037,769

‌

$

1,951,914

‌

$

1,117,218

‌

Portfolio

turnover

rate

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

12

%

18

%

36

%

67

%

40

%

18

%

(a)

Based

on

average

shares

outstanding.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Not

annualized.

(f)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(g)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

19

Financial

Highlights

BlackRock

Short

Obligations

Fund

Investor

A

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

period

...........

$

9.99

‌

$

9.94

‌

$

10.05

‌

$

10.06

‌

$

10.01

‌

$

9.99

‌

Net

investment

income

(a)

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

0

.23

‌

0

.30

‌

0

.02

‌

0

.02

‌

0

.15

‌

0

.24

‌

Net

realized

and

unrealized

gain

(loss)

..........

0

.06

‌

0

.07

‌

(

0

.11

)

(

0

.01

)

0

.06

‌

0

.02

‌

Net

increase

(decrease)

from

investment

operations

..

0.29

‌

0.37

‌

(0.09

)

0.01

‌

0.21

‌

0.26

‌

Distributions

(b)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.23

)

(

0

.32

)

(

0

.02

)

(

0

.02

)

(

0

.16

)

(

0

.24

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

—

‌

(

0

.00

)

(c)

(

0

.00

)

(c)

Total

distributions

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

(0.23

)

(0.32

)

(0.02

)

(0.02

)

(0.16

)

(0.24

)

Net

asset

value,

end

of

period

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

$

10.05

‌

$

9.99

‌

$

9.94

‌

$

10.05

‌

$

10.06

‌

$

10.01

‌

Total

Return

(d)

—

—

—

—

—

—

Based

on

net

asset

value

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

2.98

%

(e)

3.73

%

(0.85

)%

0.06

%

2.08

%

2.63

%

Ratios

to

Average

Net

Assets

(f)

Total

expen

ses

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

0.63

%

(g)

0.62

%

0.61

%

0.61

%

0.59

%

0.64

%

Total

expenses

after

fees

waived

and/or

reimbursed

..

0.50

%

(g)

0.50

%

0.50

%

0.50

%

0.49

%

0.47

%

Net

investment

income

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

4.66

%

(g)

3.03

%

0.19

%

0.16

%

1.47

%

2.37

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

542,427

‌

$

605,942

‌

$

1,029,382

‌

$

2,008,368

‌

$

2,585,292

‌

$

1,136,936

‌

Portfolio

turnover

rate

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

12

%

18

%

36

%

67

%

40

%

18

%

(a)

Based

on

average

shares

outstanding.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Not

annualized.

(f)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(g)

Annualized.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

20

BlackRock

Short

Obligations

Fund

Class

K

Six

Months

Ended

01/31/24

(unaudited)

Year

Ended

07/31/23

Year

Ended

07/31/22

Year

Ended

07/31/21

Year

Ended

07/31/20

Year

Ended

07/31/19

Net

asset

value,

beginning

of

period

...........

$

10.01

‌

$

9.96

‌

$

10.07

‌

$

10.08

‌

$

10.04

‌

$

10.01

‌

Net

investment

income

(a)

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

0

.25

‌

0

.33

‌

0

.04

‌

0

.04

‌

0

.18

‌

0

.26

‌

Net

realized

and

unrealized

gain

(loss)

..........

0

.05

‌

0

.07

‌

(

0

.10

)

(

0

.00

)

(b)

0

.05

‌

0

.04

‌

Net

increase

(decrease)

from

investment

operations

..

0.30

‌

0.40

‌

(0.06

)

0.04

‌

0.23

‌

0.30

‌

Distributions

(c)

–

–

–

–

–

–

From

net

investment

income

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

(

0

.25

)

(

0

.35

)

(

0

.05

)

(

0

.05

)

(

0

.19

)

(

0

.27

)

From

net

realized

gain

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

—

‌

—

‌

—

‌

—

‌

(

0

.00

)

(b)

(

0

.00

)

(b)

Total

distributions

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

(0.25

)

(0.35

)

(0.05

)

(0.05

)

(0.19

)

(0.27

)

Net

asset

value,

end

of

period

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

$

10.06

‌

$

10.01

‌

$

9.96

‌

$

10.07

‌

$

10.08

‌

$

10.04

‌

Total

Return

(d)

—

—

—

—

—

—

Based

on

net

asset

value

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

3.03

%

(e)

4.04

%

(0.55

)%

0.36

%

2.28

%

3.02

%

Ratios

to

Average

Net

Assets

(f)

Total

expen

ses

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

0.35

%

(g)

0.33

%

0.32

%

0.31

%

0.33

%

0.45

%

Total

expenses

after

fees

waived

and/or

reimbursed

..

0.20

%

(g)

0.20

%

0.20

%

0.20

%

0.20

%

0.20

%

Net

investment

income

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

4.96

%

(g)

3.27

%

0.39

%

0.41

%

1.84

%

2.64

%

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

20,591

‌

$

29,627

‌

$

54,203

‌

$

537,512

‌

$

123,417

‌

$

132,264

‌

Portfolio

turnover

rate

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

12

%

18

%

36

%

67

%

40

%

18

%

(a)

Based

on

average

shares

outstanding.

(b)

Amount

is

greater

than

$(0.005)

per

share.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(e)

Not

annualized.

(f)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(g)

Annualized.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

(unaudited)

21

Notes

to

Financial

Statements

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

Short

Obligations

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

Class

K

Shares

are

sold

only

to

certain

eligible

investors.

Investor

A

Shares

bear

certain

expenses

related

to

shareholder

servicing

of

such

shares.

Investor

A

Shares

are

generally

available

through

financial

intermediaries.

Each

class

has

exclusive

voting

rights

with

respect

to

matters

relating

to

its

shareholder

servicing

and

distribution

expenditures.

(a)

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

BlackRock

Advisors,

LLC

(the

“Manager”)

or

its

affiliates

where

no

initial

sales

charge

was

paid

at

the

time

of

purchase

of

such

fund.

The

Fund,

together

with

certain

other

registered

investment

companies

advised

by

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.

Dividend

income

and

capital

gain

distributions,

if

any,

are

recorded

on

the

ex-dividend

dates.

Non-cash

dividends,

if

any,

are

recorded

on

the

ex-dividend

dates

at

fair

value.

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

recorded

on

the

ex-dividend

dates

and

made

at

least

annually.

The

character

and

timing

of

distributions

are

determined

in

accordance

with

U.S.

federal

income

tax

regulations,

which

may

differ

from

U.S.

GAAP.

Indemnifications:

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Fund,

which

cannot

be

predicted

with

any

certainty.

Other:

Expenses

directly

related

to the

Fund

or

its

classes

are

charged

to

the

Fund

or

the

applicable

class.

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.  

3.

INVESTMENT

VALUATION

AND

FAIR

VALUE

MEASUREMENTS 

Investment

Valuation

Policies:

 The

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund

is

open

for

business

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

a

fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Board

of

Trustees

of

the

Trust

(the

“Board”)

has

approved

the

designation

of

the

Fund’s

Manager

as

the

valuation

designee

for

the

Fund.

The

Fund

determines

the

fair

values

of

its

financial

instruments

using

various

independent

dealers

or

pricing

services

under

the

Manager’s

policies.

If

a

security’s

market

price

is

not

readily

available

or

does

not

otherwise

accurately

represent

the

fair

value

of

the

security,

the

security

will

be

valued

in

accordance

with

the

Manager’s

policies

and

procedures

as

reflecting

fair

value.

The

Manager

has

formed

a

committee

(the

“Valuation

Committee”)

to

develop

pricing

policies

and

procedures

and

to

oversee

the

pricing

function

for

all

financial

instruments,

with

assistance

from

other

BlackRock

pricing

committees.

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

the

Fund’s

assets

and

liabilities: 

Fixed-income investments

for

which

market

quotations

are

readily

available

are

generally

valued

using

the

last

available

bid

price

or

current

market

quotations

provided

by

independent

dealers

or

third-party

pricing

services. Pricing

services

generally

value

fixed-income

securities

assuming

orderly

transactions

of

an

institutional

round

lot

size,

but

a

fund

may

hold

or

transact

in

such

securities

in

smaller,

odd

lot

sizes.

Odd

lots

may

trade

at

lower

prices

than

institutional

round

lots.

The

pricing

services

may

use

matrix

pricing

or

valuation

models

that

utilize

certain

inputs

and

assumptions

to

derive

values,

including

transaction

data

(e.g.,

recent

representative

bids

and

offers),

market

data, credit

quality

information,

perceived

market

movements,

news,

and

other

relevant

information.

Certain

fixed-income

securities,

including

asset-

backed

and

mortgage

related

securities

may

be

valued

based

on

valuation

models

that

consider

the

estimated

cash

flows

of

each

tranche

of

the

entity,

establish

a

benchmark

yield

and

develop

an

estimated

tranche

specific

spread

to

the

benchmark

yield

based

on

the

unique

attributes

of

the

tranche.

The

amortized

cost

method

of

valuation

may

be

used

with

respect

to

debt

obligations

with

sixty

days

or

less

remaining

to

maturity

unless

the

Manager

determines

such

method

does

not

represent

Share

Class

Initial

Sales

Charge

Contingent

Deferred

Sales

Charge

(“CDSC”)

Conversion

Privilege

Institutional

Shares

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

No

No

None

Investor

A

Shares

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

No

No

(a)

None

Class

K

Shares

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

No

No

None

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

22

fair

value.

Investments

in

open-end

U.S.

mutual

funds

(including

money

market

funds) are

valued

at

that

day’s

published net

asset

value

(“NAV”).

Repurchase

agreements

are

valued

at

amortized

cost,

which

approximates

market

value. 

If

events

(e.g.,

market

volatility,

company

announcement or

a

natural

disaster)

occur

that

are

expected

to

materially

affect

the

value

of

such

investment,

or

in

the

event

that application

of

these

methods

of

valuation

results

in

a

price

for

an

investment

that

is

deemed

not

to

be

representative

of

the

market

value

of

such

investment,

or

if

a

price

is

not

available,

the

investment

will

be

valued

by

the

Valuation

Committee

in

accordance

with the

Manager's policies

and

procedures

as

reflecting

fair

value

(“Fair

Valued

Investments”).

The

fair

valuation

approaches

that

may

be

used

by

the

Valuation

Committee include

market

approach,

income

approach

and

cost

approach.

Valuation

techniques

such

as

discounted

cash

flow,

use

of

market

comparables

and

matrix

pricing

are

types

of

valuation

approaches

and

are

typically

used

in

determining

fair

value.

When

determining

the

price

for

Fair

Valued

Investments,

the

Valuation

Committee

seeks

to

determine

the

price

that

the

Fund

might

reasonably

expect

to

receive

or

pay

from

the

current

sale

or

purchase

of

that

asset

or

liability

in

an

arm’s-length

transaction.

Fair

value

determinations

shall

be

based

upon

all

available

factors

that

the

Valuation

Committee

deems

relevant

and

consistent

with

the

principles

of

fair

value

measurement.

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. Investments

classified

within

Level

3

have

significant

unobservable

inputs

used

by

the

Valuation

Committee

in

determining

the

price

for

Fair

Valued

Investments.

Level

3

investments

include

equity

or

debt

issued

by

privately

held

companies

or

funds

that

may

not

have

a

secondary

market

and/or

may

have

a

limited

number

of

investors.

The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

4.

SECURITIES

AND

OTHER

INVESTMENTS 

Asset-Backed

and

Mortgage-Backed

Securities:

Asset-backed

securities

are

generally

issued

as

pass-through

certificates

or

as

debt

instruments.

Asset-backed

securities

issued

as

pass-through

certificates

represent

undivided

fractional

ownership

interests

in

an

underlying

pool

of

assets.

Asset-backed

securities

issued

as

debt

instruments,

which

are

also

known

as

collateralized

obligations,

are

typically

issued

as

the

debt

of

a

special

purpose

entity

organized

solely

for

the

purpose

of

owning

such

assets

and

issuing

such

debt.

Asset-backed

securities

are

often

backed

by

a

pool

of

assets

representing

the

obligations

of

a

number

of

different

parties.

The

yield

characteristics

of

certain

asset-backed

securities

may

differ

from

traditional

debt

securities.

One

such

major

difference

is

that

all

or

a

principal

part

of

the

obligations

may

be

prepaid

at

any

time

because

the

underlying

assets

(i.e.,

loans)

may

be

prepaid

at

any

time.

As

a

result,

a

decrease

in

interest

rates

in

the

market

may

result

in

increases

in

the

level

of

prepayments

as

borrowers,

particularly

mortgagors,

refinance

and

repay

their

loans.

An

increased

prepayment

rate

with

respect

to

an

asset-backed

security

will

have

the

effect

of

shortening

the

maturity

of

the

security.

In

addition,

a

fund

may

subsequently

have

to

reinvest

the

proceeds

at

lower

interest

rates.

If

a

fund

has

purchased

such

an

asset-backed

security

at

a

premium,

a

faster

than

anticipated

prepayment

rate

could

result

in

a

loss

of

principal

to

the

extent

of

the

premium

paid. 

For

mortgage

pass-through

securities

(the

“Mortgage

Assets”)

there

are

a

number

of

important

differences

among

the

agencies

and

instrumentalities

of

the

U.S.

Government

that

issue

mortgage-related

securities

and

among

the

securities

that

they

issue.

For

example,

mortgage-related

securities

guaranteed

by

Ginnie

Mae

are

guaranteed

as

to

the

timely

payment

of

principal

and

interest

by

Ginnie

Mae

and

such

guarantee

is

backed

by

the

full

faith

and

credit

of

the

United

States.

However,

mortgage-related

securities

issued

by

Freddie

Mac

and

Fannie

Mae,

including

Freddie

Mac

and

Fannie

Mae

guaranteed

mortgage

pass-through

certificates,

which

are

solely

the

obligations

of

Freddie

Mac

and

Fannie

Mae,

are

not

backed

by

or

entitled

to

the

full

faith

and

credit

of

the

United

States,

but

are

supported

by

the

right

of

the

issuer

to

borrow

from

the

U.S.

Treasury. 

Non-agency

mortgage-backed

securities

are

securities

issued

by

non-governmental

issuers

and

have

no

direct

or

indirect

government

guarantees

of

payment

and

are

subject

to

various

risks.

Non-agency

mortgage

loans

are

obligations

of

the

borrowers

thereunder

only

and

are

not

typically

insured

or

guaranteed

by

any

other

person

or

entity.

The

ability

of

a

borrower

to

repay

a

loan

is

dependent

upon

the

income

or

assets

of

the

borrower.

A

number

of

factors,

including

a

general

economic

downturn,

acts

of

God,

terrorism,

social

unrest

and

civil

disturbances,

may

impair

a

borrower’s

ability

to

repay

its

loans.

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.

Notes

to

Financial

Statements

(unaudited)

(continued)

23

Notes

to

Financial

Statements

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”),

(the

“Sub-Adviser”),

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.

Service

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

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

to

the

Fund.

The

ongoing

service

fee

compensates

BRIL

and

each

broker-

dealer

for

providing

shareholder

servicing

related

services

to

shareholders.

For

the six

months

ended

January

31,

2024,

the

class

specific

service

fees

borne

directly

by Investor

A Shares

of

the

Fund

were

$703,352.

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

January

31,

2024, 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 January

31,

2024,

the

Fund

did

not

pay

any

amounts

to

affiliates

in

return

for

these

services.

Average

Daily

Net

Assets

Investment

Advisory

Fees

First

$1

billion

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

0.25%

$1

billion

-

$3

billion

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

0.24

$3

billion

-

$5

billion

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

0.23

$5

billion

-

$10

billion

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

0.22

Greater

than

$10

billion

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

0.21

Share

Class

Service

Fees

Investor

A

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

0.25‌

%

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

Investor

A

Class

K

Total

Administration

fees

-

class

specific

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

$

66,040‌

$

56,268‌

$

2,413‌

$

124,721‌

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

24

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

January

31,

2024,

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

January

31,

2024,

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

January

31,

2024

,

affiliates

received

CDSCs

of

$

2,062

for

Investor

A

Shares.

Expense

Limitations,

Waivers,

Reimbursements,

and

Recoupments:

The

Manager

contractually

agreed

to

waive

its

investment

advisory

fees

by

the

amount

of

investment

advisory

fees

the

Fund

pays

to

the

Manager

indirectly

through

its

investment

in

affiliated

money

market

funds

(the

“affiliated

money

market

fund

waiver”)

through

June

30,

2025.

The

contractual

agreement

may

be

terminated

upon

90

days’

notice

by

a

majority

of

the

trustees

who

are

not

"interested

persons"

of

the

Trust,

as

defined

in

the

1940

Act

("Independent

Trustees")

,

or

by

a

vote

of

a

majority

of

the

outstanding

voting

securities

of

the

Fund.

The

amount

of

waivers

and/or

reimbursements

of

fees

and

expenses

made

pursuant

to

the

expense

limitation

described

below

will

be

reduced

by

the

amount

of

the

affiliated

money

market

fund

waiver. This

amount

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

in

the

Statement

of

Operations.

For

the

six

months

ended

January

31,

2024,

the

amount

waived

was

$163.

The

Manager

has

contractually

agreed

to

waive

its

investment

advisory

fee

with

respect

to

any

portion

of

the

Fund’s

assets

invested

in

affiliated

equity

and

fixed-income mutual

funds

and

affiliated

exchange-traded

funds

that

have

a

contractual

management

fee

through

June

30,

2025.

The

contractual

agreement

may

be

terminated

upon

90

days’

notice

by

a

majority

of

the

Independent

Trustees,

or

by

a

vote

of

a

majority

of

the

outstanding

voting

securities

of

the

Fund.

For

the

six

months

ended

January

31,

2024,

there

were

no

fees

waived

by

the

Manager

pursuant

to

this

arrangement.

The

Manager

contractually

and/or

voluntarily

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:

For

the

six

months ended

January

31,

2024,

the

Manager

waived

and/or

reimbursed

investment

advisory

fees

of

$761,945

which

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

in

the

Statement

of

Operations.

In

addition,

these

amounts

waived

and/or

reimbursed

by

the

Manager are

included

in the

Statement

of

Operations.

For

the

six

months ended

January

31,

2024,

class

specific

expense

waivers

and/or

reimbursements were as

follows: 

Interfund

Lending:

In

accordance

with

an

exemptive

order

(the

“Order”)

from

the

U.S.

Securities

and

Exchange

Commission

(“SEC”),

the

Fund

may

participate

in

a

joint

lending

and

borrowing

facility

for

temporary

purposes

(the

“Interfund

Lending

Program”),

subject

to

compliance

with

the

terms

and

conditions

of

the

Order,

and

to

the

extent

permitted

by

the

Fund’s

investment

policies

and

restrictions.

The

Fund

is

currently

permitted

to

borrow

and

lend

under

the

Interfund

Lending

Program.

A

lending

BlackRock

fund

may

lend

in

aggregate

up

to

15%

of

its

net

assets

but

may

not

lend

more

than

5%

of

its

net

assets

to

any

one

borrowing

fund

through

the

Interfund

Lending

Program.

A

borrowing

BlackRock

fund

may

not

borrow

through

the

Interfund

Lending

Program

or

from

any

other

source

more

than

33

1/3%

of

its

total

assets

(or

any

lower

threshold

provided

for

by

the fund’s

investment

restrictions).

If

a

borrowing

BlackRock

fund’s

total

outstanding

borrowings

exceed

10%

of

its

total

assets,

each

of

its

outstanding

interfund

loans

will

be

subject

to

collateralization

of

at

least

102%

of

the

outstanding

principal

value

of

the

loan.

All

interfund

loans

are

for

temporary

or

emergency

purposes

and

the

interest

rate

to

be

charged

will

be

the

average

of

the

highest

current

overnight

repurchase

agreement

rate

available

to

a

lending

fund

and

the

bank

loan

rate,

as

calculated

according

to

a

formula

established

by

the

Board. 

During the

period

ended

January

31,

2024,

the

Fund

did

not

participate

in

the

Interfund

Lending

Program.

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 

Fund’s

Chief

Compliance

Officer,

which

is

included

in

Trustees and

Officer

in

the

Statement

of

Operations. 

Institutional

Investor

A

Total

Reimbursed

Amount

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

$

611‌

$

2,305‌

$

2,916‌

Institutional

Investor

A

Class

K

Total

Transfer

agent

fees

-

class

specific

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

$

167,350‌

$

102,482‌

$

837‌

$

270,669‌

Contractual

(a)

Voluntary 

(b)

Institutional

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

0.35‌%

0.30‌%

Investor

A

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

0.60‌

0.50‌

Class

K

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

0.30‌

0.20‌

(a)

The

Manager

has

agreed

not

to

reduce

or

discontinue

this

contractual

waiver

or

reimbursement

through

June

30,

2025,

unless

approved

by

the

Board,

including

a

majority

of

the

Independent

Trustees,

or

by

a

vote

of

a

majority

of

the

outstanding

voting

securities

of

the

Fund.

(b)

The

voluntary

waiver

or

reimbursement

may

be

reduced

or

discontinued

at

any

time

without

notice.

Share

Class

Administration

Fees

Waived

by

the

Manager

-

Class

Specific

Transfer

Agent

Fees

Waived

and/or

Reimbursed

by

the

Manager

-

Class

Specific

Investor

A

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

$

17,640‌

$

—‌

Class

K

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

2,413‌

837‌

$

20,053‌

$

837‌

Notes

to

Financial

Statements

(unaudited)

(continued)

25

Notes

to

Financial

Statements

6.

PURCHASES

AND

SALES 

For

the

six

months ended

January

31,

2024,

purchases

and

sales

of

investments, excluding

short-term

investments,

were

as

follows:

7.

INCOME

TAX

INFORMATION 

It

is

the

Fund’s

policy

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

applicable

to

regulated

investment

companies,

and

to

distribute

substantially

all

of

its

taxable

income

to

its

shareholders.

Therefore,

no

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

January

31,

2024,

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

July

31,

2023,

the

Fund

had

non-expiring

capital

loss

carryforwards

available

to

offset

future

realized

capital

gains

of

$(9,137,722).

As

of

January

31,

2024, gross

unrealized

appreciation

and

depreciation

based

on

cost

of

investments

(including

short

positions

and

derivatives,

if

any)

for

U.S.

federal

income

tax

purposes

were

as

follows: 

8.

BANK

BORROWINGS 

The

Trust,

on

behalf

of

the

Fund,

along

with

certain

other

funds

managed

by

the

Manager

and

its

affiliates

(“Participating

Funds”), is

party

to

a

364-day,

$2.50

billion

credit

agreement

with

a

group

of

lenders.

Under

this

agreement,

the

Fund

may

borrow

to

fund

shareholder

redemptions.

Excluding

commitments

designated

for

certain

individual

funds,

the

Participating

Funds,

including

the

Fund,

can

borrow

up

to

an

aggregate

commitment

amount

of

$1.75

billion

at

any

time

outstanding,

subject

to

asset

coverage

and

other

limitations

as

specified

in

the

agreement.

The

credit

agreement

has

the

following

terms:

a

fee

of

0.10%

per

annum

on

unused

commitment

amounts

and

interest

at

a

rate

equal

to

the

higher

of

(a)

Overnight

Bank

Funding

Rate

(“OBFR”)

(but,

in

any

event,

not

less

than

0.00%)

on

the

date

the

loan

is

made

plus

0.80%

per

annum,

(b)

the

Fed

Funds

rate

(but,

in

any

event,

not

less

than

0.00%)

in

effect

from

time

to

time

plus

0.80%

per

annum

on

amounts

borrowed

or

(c)

the

sum

of

(x)

Daily

Simple

Secured

Overnight

Financing

Rate

(“SOFR”)

(but,

in

any

event,

not

less

than

0.00%)

on

the

date

the

loan

is

made

plus

0.10%

and

(y)

0.80%

per

annum. The

agreement

expires

in

April

2024

unless

extended

or

renewed. These

fees

were

allocated

among

such

funds

based

upon

portions

of

the

aggregate

commitment

available

to

them

and

relative

net

assets

of

Participating

Funds.

During

the

six

months ended

January

31,

2024,

the

Fund

did

not

borrow

under

the

credit

agreement.

9.

 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. 

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.

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

U.S.

Government

Securities

Other

Securities

Fund

Name

Purchases

Purchases

Sales

BlackRock

Short

Obligations

Fund

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

$

12,176,892

$

67,234,362‌

$

364,805,717‌

Fund

Name

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

BlackRock

Short

Obligations

Fund

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

$

1,246,273,005‌

$

1,306,247‌

$

(2,673,221‌)

$

(1,366,974‌)

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

26

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

securities

within

a

single

or

limited

number

of

market

sectors.

When

a

fund

concentrates

its

investments

in

this

manner,

it

assumes

the

risk

that

economic,

regulatory,

political

and

social

conditions

affecting

such

sectors

may

have

a

significant

impact

on

the

Fund

and

could

affect

the

income

from,

or

the

value

or

liquidity

of,

the

Fund’s

portfolio.

Investment

percentages

in

specific

sectors

are

presented

in

the

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 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

raised

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.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

the

United

States.

A

decrease

in

imports

or

exports,

changes

in

trade

regulations,

inflation

and/or

an

economic

recession

in

the

United

States

may

have

a

material

adverse

effect

on

the

U.S.

economy

and

the

securities

listed

on

U.S.

exchanges.

Proposed

and

adopted

policy

and

legislative

changes

in

the

United

States

may

also

have

a

significant

effect

on

U.S.

markets

generally,

as

well

as

on

the

value

of

certain

securities.

Governmental

agencies

project

that

the

United

States

will

continue

to

maintain

elevated

public

debt

levels

for

the

foreseeable

future

which

may

constrain

future

economic

growth.

Circumstances

could

arise

that

could

prevent

the

timely

payment

of

interest

or

principal

on

U.S.

government

debt,

such

as

reaching

the

legislative

“debt

ceiling.”

Such

non-payment

would

result

in

substantial

negative

consequences

for

the

U.S.

economy

and

the

global

financial

system.

If

U.S.

relations

with

certain

countries

deteriorate,

it

could

adversely

affect

issuers

that

rely

on

the

United

States

for

trade.

The

United

States

has

also

experienced

increased

internal

unrest

and

discord.

If

these

trends

were

to

continue,

they

may

have

an

adverse

impact

on

the

U.S.

economy

and

the

issuers

in

which

the

Fund

invests.

Certain

Funds

invest

a

significant

portion

of

their

assets

within

the

financials

sector.

Performance

of

companies

in

the

financials

sector

may

be

adversely

impacted

by

many

factors,

including,

among

others,

changes

in

government

regulations,

economic

conditions,

and

interest

rates,

credit

rating

downgrades,

adverse

public

perception,

exposure

concentration

and

decreased

liquidity

in

credit

markets.

The

impact

of

changes

in

capital

requirements

and

recent

or

future

regulation

on

any

individual

financial

company,

or

on

the

financials

sector

as

a

whole,

cannot

be

predicted,

but

may

negatively

impact

the

Funds.

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.

LIBOR

Transition

Risk:

The

Fund

may

be

exposed

to

financial

instruments

that

recently

transitioned

from,

or

continue

to

be

tied

to,

the

London

Interbank

Offered

Rate

(“LIBOR”)

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

United

Kingdom’s

Financial

Conduct

Authority,

which

regulates

LIBOR,

has

ceased

publishing

all

LIBOR

settings,

but

some

USD

LIBOR

settings

will

continue

to

be

published

under

a

synthetic

methodology

until

September

30,

2024

for

certain

legacy

contracts.

SOFR

has

been

used

increasingly

on

a

voluntary

basis

in

new

instruments

and

transactions.

Under

U.S.

regulations

that

implement

a

statutory

fallback

mechanism

to

replace

LIBOR,

benchmark

rates

based

on

SOFR

have

replaced

LIBOR

in

certain

financial

contracts.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Fund

is

uncertain.

Notes

to

Financial

Statements

(unaudited)

(continued)

27

Notes

to

Financial

Statements

10.

CAPITAL

SHARE

TRANSACTIONS 

Transactions

in

capital

shares

for

each

class

were

as

follows:

11.

SUBSEQUENT

EVENTS 

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Fund

through

the

date

the

financial

statements

were

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Six

Months

Ended

01/31/24

Year

Ended

07/31/23

Fund

Name/Share

Class

Shares

Amount

Shares

Amount

BlackRock

Short

Obligations

Fund

Institutional

Shares

sold

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

21,929,755‌

$

219,905,795‌

89,765,988‌

$

893,322,897‌

Shares

issued

in

reinvestment

of

distributions

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

1,607,795‌

16,119,488‌

3,573,388‌

35,604,943‌

Shares

redeemed

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

(24,765,347‌)

(248,062,465‌)

(162,290,630‌)

(1,615,604,764‌)

(1,227,797‌)

$

(12,037,182‌)

(68,951,254‌)

$

(686,676,924‌)

Investor

A

Shares

sold

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

6,029,712‌

$

60,407,718‌

10,075,898‌

$

100,311,541‌

Shares

issued

in

reinvestment

of

distributions

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

1,305,448‌

13,078,749‌

2,275,377‌

22,661,582‌

Shares

redeemed

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

(13,979,611‌)

(139,925,505‌)

(55,265,176‌)

(549,602,427‌)

(6,644,451‌)

$

(66,439,038‌)

(42,913,901‌)

$

(426,629,304‌)

Class

K

Shares

sold

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

130,336‌

$

1,306,264‌

2,740,282‌

$

27,299,563‌

Shares

issued

in

reinvestment

of

distributions

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

38,887‌

390,285‌

69,443‌

692,846‌

Shares

redeemed

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

(1,082,534‌)

(10,852,629‌)

(5,292,196‌)

(52,693,044‌)

(913,311‌)

$

(9,156,080‌)

(2,482,471‌)

$

(24,700,635‌)

(8,785,559‌)

$

(87,632,300‌)

(114,347,626‌)

$

(1,138,006,863‌)

Statement

Regarding

Liquidity

Risk

Management

Program

2024

BlackRock

Semi-Annual

Report

to

Shareholders

28

In

compliance

with

Rule

22e-4

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Liquidity

Rule”),

BlackRock

Funds

SM

(the

“Trust”)

has

adopted

and

implemented

a

liquidity

risk

management

program

(the

“Program”)

for

BlackRock

Short

Obligations

Fund

(the

“Fund”),

a

series

of

the

Trust,

which

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk.

The

Board

of

Trustees

(the

“Board”)

of

the

Trust

on

behalf

of

the

Fund

met

on

November

16-17,

2023

(the

“Meeting”)

to

review

the

Program.

The

Board

previously

appointed

BlackRock

Advisors,

LLC

or

BlackRock

Fund

Advisors

(“BlackRock”),

each

an

investment

adviser

to

certain

BlackRock

funds,

as

the

program

administrator

for

the

Fund’s

Program,

as

applicable.

BlackRock

also

previously

delegated

oversight

of

the

Program

to

the

40

Act

Liquidity

Risk

Management

Committee

(the

“Committee”).

At

the

Meeting,

the

Committee,

on

behalf

of

BlackRock,

provided

the

Board

with

a

report

that

addressed

the

operation

of

the

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

the

management

of

the

Fund’s

Highly

Liquid

Investment

Minimum

(“HLIM”)

where

applicable,

and

any

material

changes

to

the

Program

(the

“Report”).

The

Report

covered

the

period

from

October

1,

2022

through

September

30,

2023

(the

“Program

Reporting

Period”).

The

Report

described

the

Program’s

liquidity

classification

methodology

for

categorizing

the

Fund’s

investments

(including

derivative

transactions)

into

one

of

four

liquidity

buckets.

It

also

referenced

the

methodology

used

by

BlackRock

to

establish

the

Fund’s

HLIM

and

noted

that

the

Committee

reviews

and

ratifies

the

HLIM

assigned

to

the

Fund

no

less

frequently

than

annually.

The

Report

also

discussed

notable

events

affecting

liquidity

over

the

Program

Reporting

Period,

including

the

imposition

of

capital

controls

in

certain

countries.

The

Report

noted

that

the

Program

complied

with

the

key

factors

for

consideration

under

the

Liquidity

Rule

for

assessing,

managing

and

periodically

reviewing

the

Fund’s

liquidity

risk,

as

follows:

a)

The

Fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

both

normal

and

reasonably

foreseeable

stressed

conditions

.

During

the

Program

Reporting

Period,

the

Committee

reviewed

whether

the

Fund’s

strategy

is

appropriate

for

an

open-end

fund

structure

with

a

focus

on

funds

with

more

significant

and

consistent

holdings

of

less

liquid

and

illiquid

assets.

The

Committee

also

factored

a

fund’s

concentration

in

an

issuer

into

the

liquidity

classification

methodology

by

taking

issuer

position

sizes

into

account.

Where

a

fund

participated

in

borrowings

for

investment

purposes

(such

as

tender

option

bonds

or

reverse

repurchase

agreements),

such

borrowings

were

factored

into

the

Program’s

calculation

of

a

fund’s

liquidity

bucketing.

A

fund’s

derivative

exposure

was

also

considered

in

such

calculation.

b)

Short-term

and

long-term

cash

flow

projections

during

both

normal

and

reasonably

foreseeable

stressed

conditions

.

During

the

Program

Reporting

Period,

the

Committee

reviewed

historical

redemption

activity

and

used

this

information

as

a

component

to

establish

the

Fund’s

reasonably

anticipated

trading

size

utilized

for

liquidity

classifications.

The

Fund

has

adopted

an

in-kind

redemption

policy

which

may

be

utilized

to

meet

larger

redemption

requests.

The

Committee

may

also

take

into

consideration

a

fund’s

shareholder

ownership

concentration

(which,

depending

on

product

type

and

distribution

channel,

may

or

may

not

be

available),

a

fund’s

distribution

channels,

and

the

degree

of

certainty

associated

with

a

fund’s

short-term

and

long-term

cash

flow

projections.

c)

Holdings

of

cash

and

cash

equivalents,

as

well

as

borrowing

arrangements

.

The

Committee

considered

the

terms

of

the

credit

facility

committed

to

the

Fund,

the

financial

health

of

the

institution

providing

the

facility

and

the

fact

that

the

credit

facility

is

shared

among

multiple

funds

(including

that

a

portion

of

the

aggregate

commitment

amount

is

specifically

designated

for

BlackRock

Floating

Rate

Income

Portfolio,

a

series

of

BlackRock

Funds

V,

and

BlackRock

Floating

Rate

Loan

ETF,

a

series

of

BlackRock

ETF

Trust

II).

The

Committee

also

considered

other

types

of

borrowing

available

to

the

funds,

such

as

the

ability

to

use

reverse

repurchase

agreements

and

interfund

lending,

as

applicable.

There

were

no

material

changes

to

the

Program

during

the

Program

Reporting

Period

other

than

the

enhancement

of

certain

model

components

in

the

Program’s

classification

methodology.

The

Report

provided

to

the

Board

stated

that

the

Committee

concluded

that

based

on

the

operation

of

the

functions,

as

described

in

the

Report,

the

Program

is

operating

as

intended

and

is

effective

in

implementing

the

requirements

of

the

Liquidity

Rule.

Additional

Information

29

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

Fund at

(800)

441-7762.

Availability

of

Quarterly

Schedule

of

Investments 

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

Fund’s

Form

N-PORT is

available

on

the

SEC’s

website

at

sec.gov

.

Additionally,

the

Fund

makes

its

portfolio

holdings

for

the

first

and

third

quarters

of

each

fiscal

year

available

at

blackrock.com/fundreports

.

Availability

of

Proxy

Voting

Policies,

Procedures and

Voting

Records

A

description

of

the

policies

and

procedures

that

the

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

.

BlackRock’s

Mutual

Fund

Family

BlackRock

offers

a

diverse

lineup

of

open-end

mutual

funds

crossing

all

investment

styles

and

managed

by

experts

in

equity,

fixed-income

and

tax-exempt

investing.

Visit

blackrock.com

for

more

information.

Shareholder

Privileges

Account

Information

Call

us

at

(800) 

441-7762

from

8:00

AM

to

6:00

PM

ET

on

any

business

day

to

get

information

about

your

account

balances,

recent

transactions

and

share

prices.

You

can

also

visit

blackrock.com

for

more

information.

Automatic

Investment

Plans

Investor

class

shareholders

who

want

to

invest

regularly

can

arrange

to

have

$50

or

more

automatically

deducted

from

their

checking

or

savings

account

and

invested

in

any

of

the

BlackRock

funds.

Systematic

Withdrawal

Plans

Investor

class

shareholders

can

establish

a

systematic

withdrawal

plan

and

receive

periodic

payments

of

$50

or

more

from

their

BlackRock

funds,

as

long

as

their

account

balance

is

at

least

$10,000.

Retirement

Plans

Shareholders

may

make

investments

in

conjunction

with

Traditional,

Rollover,

Roth,

Coverdell,

Simple

IRAs,

SEP

IRAs

and

403(b)

Plans.

Additional

Information

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

30

BlackRock

Privacy

Principles

BlackRock

is

committed

to

maintaining

the

privacy

of

its

current

and

former

fund

investors

and

individual

clients

(collectively,

“Clients”)

and

to

safeguarding

their

non-public

personal

information.

The

following

information

is

provided

to

help

you

understand

what

personal

information

BlackRock

collects,

how

we

protect

that

information

and

why

in

certain

cases

we

share

such

information

with

select

parties.

If

you

are

located

in

a

jurisdiction

where

specific

laws,

rules

or

regulations

require

BlackRock

to

provide

you

with

additional

or

different

privacy-related

rights

beyond

what

is

set

forth

below,

then

BlackRock

will

comply

with

those

specific

laws,

rules

or

regulations.

BlackRock

obtains

or

verifies

personal

non-public

information

from

and

about

you

from

different

sources,

including

the

following:

(i)

information

we

receive

from

you

or,

if

applicable,

your

financial

intermediary,

on

applications,

forms

or

other

documents;

(ii)

information

about

your

transactions

with

us,

our

affiliates,

or

others;

(iii)

information

we

receive

from

a

consumer

reporting

agency;

and

(iv)

from

visits

to

our

websites.

BlackRock

does

not

sell

or

disclose

to

non-affiliated

third

parties

any

non-public

personal

information

about

its

Clients,

except

as

permitted

by

law

or

as

is

necessary

to

respond

to

regulatory

requests

or

to

service

Client

accounts.

These

non-affiliated

third

parties

are

required

to

protect

the

confidentiality

and

security

of

this

information

and

to

use

it

only

for

its

intended

purpose.

We

may

share

information

with

our

affiliates

to

service

your

account

or

to

provide

you

with

information

about

other

BlackRock

products

or

services

that

may

be

of

interest

to

you.

In

addition,

BlackRock

restricts

access

to

non-public

personal

information

about

its

Clients

to

those

BlackRock

employees

with

a

legitimate

business

need

for

the

information.

BlackRock

maintains

physical,

electronic

and

procedural

safeguards

that

are

designed

to

protect

the

non-public

personal

information

of

its

Clients,

including

procedures

relating

to

the

proper

storage

and

disposal

of

such

information.

Fund

and

Service

Providers

Investment

Adviser

and

Administrator

BlackRock

Advisors,

LLC

Wilmington,

DE

19809

Sub-Adviser

BlackRock

International

Limited

Edinburgh,

EH3

8JB

United

Kingdom

Accounting

Agent

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Transfer

Agent

BNY

Mellon

Investment

Servicing

(US)

Inc.

Wilmington,

DE

19809

Custodians

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

The

Bank

of

New

York

Mellon

New

York,

NY

10286

Independent

Registered

Public

Accounting

Firm

PricewaterhouseCoopers

LLP

Philadelphia,

PA

19103

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

31

Glossary

of

Terms

Used

in

this

Report

Currency

Abbreviation

USD

United

States

Dollar

Portfolio

Abbreviation

CMT

Constant

Maturity

Treasury

GO

General

Obligation

Bonds

LOC

Letter

of

Credit

RB

Revenue

Bonds

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.

Past

performance

results

shown

in

this

report

should

not

be

considered

a

representation

of

future

performance.

Investment

returns

and

principal

value

of

shares

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

their

original

cost.

Statements

and

other

information

herein

are

as

dated

and

are

subject

to

change.

SHORTS-1/24-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 – Recovery of Erroneously Awarded Compensation – Not Applicable

Item 14 – Exhibits attached hereto

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

              (a)(2) Section 302 Certifications are attached

section302

(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

section906

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: March 22, 2024

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: March 22, 2024

By:     /s/ Trent Walker

          Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Funds

^SM

Date: March 22, 2024