Master Investment Portfolio N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-07332 and 811-08162

Name of Fund: BlackRock Funds III

BlackRock Cash Funds: Institutional

BlackRock Cash Funds: Treasury

BlackRock LifePath^® Dynamic 2025 Fund

BlackRock LifePath^® Dynamic 2030 Fund

BlackRock LifePath^® Dynamic 2035 Fund

BlackRock LifePath^® Dynamic 2040 Fund

BlackRock LifePath^® Dynamic 2045 Fund

BlackRock LifePath^® Dynamic 2050 Fund

BlackRock LifePath^® Dynamic 2055 Fund

BlackRock LifePath^® Dynamic 2060 Fund

BlackRock LifePath^® Dynamic 2065 Fund

BlackRock LifePath^® Dynamic Retirement Fund

iShares MSCI Total International Index Fund

iShares Russell 1000 Large-Cap Index Fund

iShares S&P 500 Index Fund

iShares U.S. Aggregate Bond Index Fund

Master Investment Portfolio

Diversified Equity Master Portfolio

International Tilts Master Portfolio

Large Cap Index Master Portfolio

Money Market Master Portfolio

S&P 500 Index Master Portfolio

Total International ex U.S. Index Master Portfolio

Treasury Money Market Master Portfolio

U.S. Total Bond Index Master Portfolio

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Funds III and Master Investment Portfolio, 50 Hudson Yards, New York, NY 10001

Registrants’ telephone number, including area code: (800) 537-4942

Date of fiscal year end: 12/31/2022

Date of reporting period: 12/31/2022

Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

· BlackRock Cash Funds: Institutional

· BlackRock Cash Funds: Treasury

        Not FDIC Insured • May Lose Value • No Bank Guarantee        

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	2.31%	(18.11)%
U.S. small cap equities (Russell 2000® Index)	3.91	(20.44)
International equities (MSCI Europe, Australasia, Far East Index)	6.36	(14.45)
Emerging market equities (MSCI Emerging Markets Index)	(2.99)	(20.09)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	1.32	1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(5.58)	(16.28)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(2.97)	(13.01)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	0.50	(8.53)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	3.50	(11.18)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS   PAGE  IS   NOT  PART  OF  YOUR  FUND  REPORT

Table of Contents

	Page
The Markets in Review		2
Annual Report:
Money Market Overview		4
Fund Summary		5
Disclosure of Expenses		7
Fund Financial Statements:
Fund Statements of Assets and Liabilities		8
Fund Statements of Operations		9
Fund Statements of Changes in Net Assets		10
Fund Financial Highlights		11
Fund Notes to Financial Statements		14
Fund Report of Independent Registered Public Accounting Firm		18
Important Tax Information		19
Master Portfolio Information		20
Master Portfolio Financial Statements:
Master Portfolio Schedules of Investments		21
Master Portfolio Statements of Assets and Liabilities		29
Master Portfolio Statements of Operations		30
Master Portfolio Statements of Changes in Net Assets		31
Master Portfolio Financial Highlights		32
Master Portfolio Notes to Financial Statements		34
Master Portfolio Report of Independent Registered Public Accounting Firm		39
Trustee and Officer Information		40
Additional Information		44
Glossary of Terms Used in this Report		45
Important Fund Information		45

3

Money Market Overview  For the 12-Month Period Ended  December 31, 2022

Market Review

2022 began with a heightened sense of uncertainty surrounding the global economy due to the Russia-Ukraine conflict, which spurred continued inflationary pressures through disruptions in trade and food and fuel price shocks. Economic conditions in the United States were tight throughout most of 2022 and several key barometers indicated that the Fed would need to step in. The unemployment rate rose to 4.0% in January 2022 and remained strong, ending the year at 3.5%. The consumer price index (“CPI”) started the year at 7.5% but decreased to 6.5% by the end of December 2022 largely due to Fed intervention.

Recession fears grew across different economic sectors. At the end of the second and third quarters in 2022, real gross domestic product (“GDP”) decreased at an annual rate of 1.60% and 0.60%, respectively. The strength of the labor market and inflation in the United States prompted the Fed to begin a series of aggressive rates hikes. From March through December 2022, the Fed hiked rates a total of 425 basis points (or 4.25%) in an effort to stem spiraling price pressures, which had sent inflation to a peak of 9.1% in June 2022. This would prove to be the fastest pace of hikes in over four decades.

In December, the Federal Open Market Committee (the “FOMC” or the “Committee”) reiterated its commitment to return inflation to its 2% objective and that the FOMC again will consider “the cumulative tightening of monetary policy, the lags with which monetary policy affects economic activity and inflation, and economic and financial developments” when “determining the pace of future increases in the target range.” Additionally, the Committee announced that it will continue reducing its holdings of Treasury securities and agency debt and agency mortgage-backed securities, as described in the Plans for Reducing the Size of the Federal Reserve’s Balance Sheet that were issued in May 2022.

Given generally insufficient near-term Treasury bill (“T-bill”) supply and uncertainty surrounding the Fed’s rate hiking path, daily utilization of the Fed’s reverse repurchase agreement (“RRP”) facility surged in 2022, averaging nearly $2 trillion per day. On December 31, 2022 the RRP facility hit an all-time high with a balance of over $2.6 trillion. The secured overnight financing rate (“SOFR”) — a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities — had been pegged at 0.05% from January until the FOMC’s first 25 bp rate hike in March 2022, when it rose to 0.30%. SOFR closed 2022 at 4.30% and averaged 1.64% for the year.

The 3-month London Inter-bank Offered Rate (“LIBOR”), which started the year at 0.22%, trended upward in 2022, ending the year at 4.77%. 3-month LIBOR averaged 2.40% throughout the year and hit an all-time high of 4.78% on November 30, 2022. The 3-month LIBOR-Overnight Indexed Swap spread (“L-OIS”) – a gauge of stress in the financial system – hit an all-time low of -0.12% in September 2022 and averaged 0.16% for the year. Industry-wide money market mutual funds (“MMFs”) experienced net inflows of approximately $32 billion during the year. Of this, assets of prime and municipal MMFs experienced $214 billion and $21 billion of inflows, respectively, while government MMFs fell $204 billion.

Portfolio Review

The prevailing investment themes in 2022 included the tightening of monetary policy by the FOMC and other central banks, the large and growing supply versus demand imbalance for front-end securities, and rising inflation. Yields across the balance of the Treasury curve rose as the Fed delivered rate hikes in an attempt to quell inflation. Since the beginning of this rate hiking cycle, we have preferred a below-neutral profile across our government funds. We continue to remain selective with respect to adding duration until we see more policy certainty from the central bank.

Approaching year-end, the market approached an inflection point. While Chair Jerome Powell and other Committee members continue to push a “hawkish” narrative, market yields toward the back-half of 2023 reflect interest rate cuts. This contrasting movement at the longer points of the Treasury bill curve versus FOMC rhetoric indicates market concerns that an over-tightening of policy will force the FOMC to reverse course midpoint next year.

Outlook

A short-term outlook for inflation above the FOMC’s preferred range and “hawkish” rhetoric from officials suggests increases in the target range for the federal funds rate further into “restrictive territory” are possible through at least the midpoint of 2023. The market has been in a near constant state of repricing since the FOMC first lifted rates off the zero lower bound. Pricing volatility should persist at least until the FOMC reaches its terminal rate. Continued defensive positioning by investors will likely contribute, in our estimation, to elevated usage of the Federal Reserve’s Overnight Reverse Repurchase Agreement Program by eligible counterparties.

The U.S. Treasury is approaching its borrowing limit. This event will negatively impact issuance of net new Treasury Bill supply. The U.S. Treasury can invoke “extraordinary measures” to expand borrowing capacity which would temporarily increase net new supply. Ultimately, Congress would need to act on the debt ceiling before the U.S. Treasury exhausts all accounting measures. At this time, our estimate is that the true borrowing limit could be reached toward the end of 2023.

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

4 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Fund Summary  as of December 31, 2022 BlackRock Cash Funds: Institutional

Investment Objective

BlackRock Cash Funds: Institutional’s (the “Fund”) investment objective is to seek a high level of income consistent with liquidity and the preservation of capital.

CURRENT SEVEN-DAY YIELDS
	7-Day SEC Yield			7-Day   Yield
SL Agency		4.53	%		4.53	%

The 7-Day SEC Yields may differ from the 7-Day Yields shown due to the fact that the 7-Day SEC Yields exclude distributed capital gains.

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
SL Agency	$	1,000.00	$	1,000.00	$	0.45		$	1,000.00	$	1,024.75	$	0.46		0.09	%

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Money Market Master Portfolio (the “Master Portfolio”), the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

Past performance is not an indication of future results.

FUND   SUMMARY 5

Fund Summary  as of December 31, 2022 BlackRock Cash Funds: Treasury

Investment Objective

BlackRock Cash Funds: Treasury’s (the “Fund”) investment objective is to seek current income as is consistent with liquidity and stability of principal.

CURRENT SEVEN-DAY YIELDS
	7-Day SEC Yield			7-Day   Yield
Institutional		4.09	%		4.09	%
SL Agency		4.12			4.12

The 7-Day SEC Yields may differ from the 7-Day Yields shown due to the fact that the 7-Day SEC Yields exclude distributed capital gains.

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,000.00	$	0.60		$	1,000.00	$	1,024.60	$	0.61		0.12	%
SL Agency		1,000.00		1,000.00		0.45			1,000.00		1,024.75		0.46		0.09

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Treasury Money Market Master Portfolio (the “Master Portfolio”), the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

Past performance is not an indication of future results.

6 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Disclosure of Expenses

Shareholders of each Fund may incur the following charges: (a) transactional expenses; and (b) operating expenses, including administration fees, service and distribution fees, and other fund expenses. The expense examples shown (which are based on a hypothetical investment of $1,000 invested at the beginning of the period and held through the end of the period) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense examples provide information about actual account values and actual expenses. 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 Fund and share class under the heading entitled “Expenses Paid During the Period.”

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

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

DISCLOSURE   OF    EXPENSES 7

Statements of Assets and Liabilities

December 31, 2022

	BlackRock Cash Funds: Institutional			BlackRock Cash Funds: Treasury
ASSETS
Investments, at value — from the applicable Master Portfolio	$	74,621,617,686		$	18,599,381,371
Total assets		74,621,617,686			18,599,381,371
LIABILITIES
Payables:
Administration fees		1,279,176			413,154
Capital gains distributions		—			12,224
Income dividend distributions		292,805,833			47,707,482
Professional fees		11,569			11,577
Total liabilities		294,096,578			48,144,437
NET ASSETS	$	74,327,521,108		$	18,551,236,934
NET ASSETS CONSIST OF
Paid-in capital	$	74,348,281,443		$	18,555,162,768
Accumulated loss		(20,760,335	)		(3,925,834	)
NET ASSETS	$	74,327,521,108		$	18,551,236,934
NET ASSET VALUE
Institutional
Net assets		N/A		$	4,071,845,196
Shares outstanding		N/A			4,072,671,777
Net asset value		N/A		$	1.00
Shares authorized		N/A			Unlimited
Par value		N/A			No par value
SL Agency
Net assets	$	74,327,521,108		$	14,479,391,738
Shares outstanding		74,327,854,413			14,482,490,993
Net asset value	$	1.0000		$	1.00
Shares authorized		Unlimited			Unlimited
Par value		No par value			No par value

See notes to financial statements.

8 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Statements of Operations

Year Ended December 31, 2022

	BlackRock Cash Funds: Institutional			BlackRock Cash Funds: Treasury
INVESTMENT INCOME
Net investment income allocated from the applicable Master Portfolio:
Interest — unaffiliated	$	1,286,672,904		$	292,761,809
Expenses		(67,356,832	)		(17,778,140	)
Fees waived		20,401,971			5,450,449
Total investment income		1,239,718,043			280,434,118
FUND EXPENSES
Administration — class specific		13,405,609			4,744,436
Professional		10,945			10,948
Miscellaneous		2,326			728
Total expenses		13,418,880			4,756,112
Less:
Fees waived and/or reimbursed by the Administrator		(10,945	)		(259,141	)
Total expenses after fees waived and/or reimbursed		13,407,935			4,496,971
Net investment income		1,226,310,108			275,937,147
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM THE MASTER PORTFOLIO
Net realized gain (loss) from:
Investments — unaffiliated		377,973			(194,460	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		5,367,947			—
Net realized and unrealized gain (loss)		5,745,920			(194,460	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,232,056,028		$	275,742,687

See notes to financial statements.

FUND    FINANCIAL    STATEMENTS 9

Statements of Changes in Net Assets

	BlackRock Cash Funds: Institutional						BlackRock Cash Funds: Treasury
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	1,226,310,108		$	73,513,935		$	275,937,147		$	567,364
Net realized gain (loss)		377,973			127,838			(194,460	)		613,425
Net change in unrealized appreciation (depreciation)		5,367,947			(13,855,488	)		—			—
Net increase in net assets resulting from operations		1,232,056,028			59,786,285			275,742,687			1,180,789
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		—			—			(60,329,696	)		(520,307	)
SL Agency		(1,249,685,273	)		(79,345,112	)		(219,621,645	)		(1,468,203	)
Decrease in net assets resulting from distributions to shareholders		(1,249,685,273	)		(79,345,112	)		(279,951,341	)		(1,988,510	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		8,679,547,243			5,092,739,270			(4,616,524,316	)		3,152,790,946
NET ASSETS
Total increase (decrease) in net assets		8,661,917,998			5,073,180,443			(4,620,732,970	)		3,151,983,225
Beginning of year		65,665,603,110			60,592,422,667			23,171,969,904			20,019,986,679
End of year	$	74,327,521,108		$	65,665,603,110		$	18,551,236,934		$	23,171,969,904

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

See notes to financial statements.

10 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Cash Funds: Institutional
	SL Agency
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	1.0003		$	1.0006		$	1.0004		$	1.0001		$	1.0001
Net investment income		0.0178			0.0012			0.0078			0.0238			0.0206
Net realized and unrealized gain (loss)		(0.0003	)(a)		(0.0003	)		0.0002			0.0003			0.0000	(b)
Net increase from investment operations		0.0175			0.0009			0.0080			0.0241			0.0206
Distributions(c)
From net investment income		(0.0178	)		(0.0012	)		(0.0078	)		(0.0238	)		(0.0206	)
From net realized gain		(0.0000	)(d)		(0.0000	)(d)		(0.0000	)(d)		—			—
Total distributions		(0.0178	)		(0.0012	)		(0.0078	)		(0.0238	)		(0.0206	)
Net asset value, end of year	$	1.0000		$	1.0003		$	1.0006		$	1.0004		$	1.0001
Total Return(e)
Based on net asset value		1.79	%		0.09	%		0.80	%		2.43	%		2.08	%
Ratios to Average Net Assets
Total expenses		0.09	%		0.09	%		0.09	%		0.09	%		0.09	%
Total expenses after fees waived and/or reimbursed		0.09	%		0.09	%		0.09	%		0.09	%		0.09	%
Net investment income		1.83	%		0.11	%		0.75	%		2.36	%		2.05	%
Supplemental Data
Net assets, end of year (000)	$	74,327,521		$	65,665,603		$	60,592,423		$	54,357,819		$	47,238,155

^(a) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities.

^(b) Amount is less than $0.00005 per share.

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

^(d) Amount is greater than $(0.00005) per share.

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

See notes to financial statements.

FUND    FINANCIAL   HIGHLIGHTS 11

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Cash Funds: Treasury
	Institutional
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0155			0.0001			0.0040			0.0210			0.0175
Net realized and unrealized gain		0.0000	(a)(b)		0.0000	(a)		0.0001			0.0000	(a)		0.0000	(a)
Net increase from investment operations		0.0155			0.0001			0.0041			0.0210			0.0175
Distributions(c)
From net investment income		(0.0155	)		(0.0001	)		(0.0040	)		(0.0210	)		(0.0175	)
From net realized gain		(0.0000	)(d)		(0.0000	)(d)		(0.0001	)		(0.0000	)(d)		—
Total distributions		(0.0155	)		(0.0001	)		(0.0041	)		(0.0210	)		(0.0175	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return(e)
Based on net asset value		1.56	%		0.01	%		0.41	%		2.12	%		1.76	%
Ratios to Average Net Assets
Total expenses		0.12	%		0.12	%		0.12	%		0.12	%		0.12	%
Total expenses after fees waived and/or reimbursed		0.12	%		0.06	%		0.12	%		0.12	%		0.12	%
Net investment income		1.46	%		0.00	%(f)		0.23	%		2.06	%		1.76	%
Supplemental Data
Net assets, end of year (000)	$	4,071,845		$	4,357,983		$	9,011,269		$	1,813,191		$	1,182,627

^(a) Amount is less than $0.00005 per share.

^(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities.

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

^(d) Amount is greater than $(0.00005) per share.

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

^(f) Amount is less than 0.005%.

See notes to financial statements.

12 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Cash Funds: Treasury (continued)
	SL Agency
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0157			0.0001			0.0042			0.0213			0.0178
Net realized and unrealized gain		0.0000	(a)(b)		0.0000	(a)		0.0001			0.0000	(a)		0.0000	(a)
Net increase from investment operations		0.0157			0.0001			0.0043			0.0213			0.0178
Distributions(c)
From net investment income		(0.0157	)		(0.0001	)		(0.0042	)		(0.0213	)		(0.0178	)
From net realized gain		(0.0000	)(d)		(0.0000	)(d)		(0.0001	)		(0.0000	)(d)		—
Total distributions		(0.0157	)		(0.0001	)		(0.0043	)		(0.0213	)		(0.0178	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return(e)
Based on net asset value		1.58	%		0.01	%		0.43	%		2.15	%		1.79	%
Ratios to Average Net Assets
Total expenses		0.09	%		0.09	%		0.09	%		0.09	%		0.09	%
Total expenses after fees waived and/or reimbursed		0.09	%		0.06	%		0.09	%		0.09	%		0.09	%
Net investment income		1.60	%		0.00	%(f)		0.37	%		2.10	%		1.78	%
Supplemental Data
Net assets, end of year (000)	$	14,479,392		$	18,813,987		$	11,008,718		$	10,620,209		$	5,399,030

^(a) Amount is less than $0.00005 per share.

^(b) The amounts reported for a share outstanding may not accord with the change in aggregate gains and losses in securities for the fiscal period due to the timing of capital share transactions in relation to the fluctuating market values of the Fund’s underlying securities.

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

^(d) Amount is greater than $(0.00005) per share.

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

^(f) Amount is less than 0.005%.

See notes to financial statements.

FUND    FINANCIAL   HIGHLIGHTS 13

Notes to Financial Statements

1.   ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. The following, each of which is a series of the Trust, are referred to herein collectively as the “Funds” or individually as a “Fund”:

Fund Name	Herein Referred To As	Diversification Classification
BlackRock Cash Funds: Institutional	Institutional	Diversified
BlackRock Cash Funds: Treasury	Treasury	Diversified

Each Fund seeks to achieve its investment objective by investing all of its assets in a corresponding series of Master Investment Portfolio (“MIP”): Money Market Master Portfolio and Treasury Money Market Master Portfolio (each, a “Master Portfolio” and together, the “Master Portfolios”). MIP is an affiliate of the Trust. Each Master Portfolio has the same investment objective and strategies as its corresponding Fund. The value of each Fund’s investment in its corresponding Master Portfolio reflects the Fund’s proportionate interest in the net assets of the Master Portfolio. The performance of each Fund is directly affected by the performance of the Master Portfolios. At December 31, 2022, the percentage of each Master Portfolio owned by its corresponding Fund was as follows: Institutional owned 100% of Money Market Master Portfolio and Treasury owned 93.3% of Treasury Money Market Master Portfolio. The financial statements of the Master Portfolios, including the Schedules of Investments, are included elsewhere in this report and should be read in conjunction with the Funds’ financial statements.

Institutional only offers SLAgency Shares and is only available for certain eligible investors. Treasury offers multiple classes of shares. Institutional, Select, SLAgency, Capital, Premium and Trust Shares are sold without a sales charge and only to certain eligible investors. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, and differ principally with respect to administration fees.

The Board of Trustees of the Trust and Board of Trustees of MIP are referred to throughout this report as the “Board” and the members are referred to as “Trustees.”

Treasury operates as a “government money market fund” under Rule 2a-7 under the 1940 Act. The Fund is not subject to liquidity fees or temporary suspensions of redemptions due to declines in the Fund’s weekly liquid assets.

Institutional 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).

With respect to Institutional, the Board is permitted to impose a liquidity fee of up to 2% on the value of shares redeemed or temporarily restrict redemptions from Institutional for up to 10 business days during a 90 day period, in the event that Institutional’s weekly liquid assets fall below certain thresholds.

The Funds, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, are 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. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

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

Distributions: Distributions from net investment income are declared daily and paid monthly. Distributions of capital gains are distributed at least annually and are recorded on the ex-dividend dates. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Liquidity Fees: Any liquidity fees imposed on the value of shares redeemed in the event that Institutional’s weekly liquid assets fall below certain thresholds are recorded as paid-in-capital. The liquidity fees are collected and retained by Institutional for the benefit of Institutional’s remaining shareholders.

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

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

14 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Notes to Financial Statements  (continued)

3.   INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

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

4.   ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Administration: The Trust, on behalf of each Fund, entered into an Administration Agreement with the Administrator, which has agreed to provide general administrative services (other than investment advice and related portfolio activities). The Administrator has agreed to bear all of the Funds’ ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Funds. The Administrator is entitled to receive for these administrative services an annual fee based on the average daily net assets of each Fund as follows:

Fund Name

Capital

Institutional

Premium

Select

SL Agency

Trust

Institutional

N/A

N/A

N/A

N/A

0.02

%

N/A

Treasury

0.07

%(a)

0.05

%

0.10

%(a)

0.15

%(a)

0.02

0.38

%(a)

^(a)  No shares outstanding as of December 31, 2022.

From time to time, the Administrator may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Funds and, accordingly, have a favorable impact on their performance. The Administrator may delegate certain of its administration duties to sub-administrators.

For the year ended December 31, 2022, the following table shows the class specific administration fees borne directly by each share class of each Fund:

Fund Name	Institutional		SL Agency		Total
Institutional	$	—	$	13,405,609	$	13,405,609
Treasury		2,039,661		2,704,775		4,744,436

As of December 31, 2022, the only investors for the SL Agency Shares of Institutional are investment companies for which (i) BFA, BlackRock Institutional Trust Company, N.A. (“BTC”), or an affiliate provides investment advisory or administration services, or (ii) BTC acts as securities lending agent and which have directed BTC on their behalf to invest securities lending cash collateral in SL Agency Shares of Institutional. Affiliated shareholders in the SL Agency Shares of the Funds represent a significant portion of the outstanding shares and net assets of Institutional and Treasury.

Distribution Fees: The Trust, on behalf of each Fund, entered into a Distribution Agreement with BlackRock Investments, LLC (“BRIL”), an affiliate of the Administrator. Shareholders of Capital, Institutional, Premium, Select, SL Agency and Trust Shares of the Funds do not pay any fees for distribution services.

Expense Waivers and Reimbursements: The Administrator contractually agreed to waive a portion of its administration fees for the Select Shares of Treasury through June 30, 2023. After giving effect to such contractual expense waiver, the administration fees for the Select Shares of Treasury will be 0.13%.

The fees and expenses of the Fund’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Funds’ independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Funds. The Administrator has contractually agreed to reimburse the Funds or provide an offsetting credit against the administration fees paid by the Funds in an amount equal to these independent expenses through June 30, 2023. These amounts are included in fees waived and/or reimbursed by the Administrator in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

Fund Name	Fees Waived and/or Reimbursed   by the Administrator
Institutional	$	10,945
Treasury		10,948

The Administrator has also voluntarily agreed to waive and/or reimburse a portion of their respective administration fees to enable the Fund to maintain minimum levels of daily net investment income if applicable. These amounts, if any, are reported in the Statement of Operations as fees waived and/or reimbursed by the Administrator. The Administrator may discontinue the waiver and/or reimbursement at any time. With respect to Treasury, for the year ended December 31, 2022, the amounts waived and/or reimbursed was $248,193.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission (“SEC”), each 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 each Fund’s investment policies and restrictions. Each 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.

FUND   NOTES   TO   FINANCIAL   STATEMENTS 15

Notes to Financial Statements  (continued)

During the year ended December 31, 2022, the Funds 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, Inc. (“BlackRock”) or its affiliates.

5.   INCOME TAX INFORMATION

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of December 31, 2022, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

The tax character of distributions paid was as follows:

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
Institutional
Ordinary income	$	1,249,685,273	$	79,345,112
Treasury
Ordinary income	$	279,935,854	$	1,942,772
Long-term capital gains		15,487		45,738
	$	279,951,341	$	1,988,510

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

Fund Name	Undistributed Long-Term Capital Gains		Non-Expiring Capital Loss Carryforwards(a)			Net Unrealized Gains (Losses)			Total
Institutional	$	45,621	$	—		$	(20,805,956	)	$	(20,760,335	)
Treasury		—		(194,460	)		(3,731,374	)		(3,925,834	)

^(a)  Amounts available to offset future realized capital gains.

6.   CAPITAL SHARE TRANSACTIONS

The number of shares sold, reinvested and redeemed for Institutional were transacted at each class’s floating NAV per share calculated to four decimal places.

Transactions in capital shares for each class of Institutional were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
Institutional
SL Agency
Shares sold		340,532,789,595		$	340,551,735,236			295,375,820,800		$	295,532,215,106
Shares issued in reinvestment of distributions		11,031			11,034			—			—
Shares redeemed		(331,851,421,519	)		(331,872,199,027	)		(290,286,668,679	)		(290,439,475,836	)
		8,681,379,107		$	8,679,547,243			5,089,152,121		$	5,092,739,270
		8,681,379,107		$	8,679,547,243			5,089,152,121		$	5,092,739,270

The number of shares sold, reinvested and redeemed corresponds to the net proceeds from the sale of shares, reinvestment of all distributions and cost of shares redeemed, respectively, since shares are sold and redeemed at $1.00 per share for Treasury.

16 2 0 2 2   BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Notes to Financial Statements  (continued)

Transactions in capital shares for each class of Treasury were as follows:

Fund Name / Share Class	Year Ended 12/31/22			Year Ended 12/31/21
Treasury
Institutional
Shares sold		36,268,615,974			15,745,033,072
Shares issued in reinvestment of distributions		59,074,614			516,489
Shares redeemed		(36,612,942,944	)		(20,398,402,430	)
		(285,252,356	)		(4,652,852,869	)
SL Agency
Shares sold		354,705,253,711			266,853,258,115
Shares issued in reinvestment of distributions		19,988,904			42,778
Shares redeemed		(359,056,514,575	)		(259,047,657,078	)
		(4,331,271,960	)		7,805,643,815
		(4,616,524,316	)		3,152,790,946

7.   SUBSEQUENT EVENTS

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

FUND   NOTES   TO   FINANCIAL   STATEMENTS 17

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of each of the two funds listed in the table below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the funds listed in the table below (two of the series constituting BlackRock Funds III, hereafter collectively referred to as the “Funds”) as of December 31, 2022, the related statements of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2022 and each of the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

BlackRock Cash Funds: Institutional

BlackRock Cash Funds: Treasury

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the accounting agent of the Master Portfolios. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

18 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Important Tax Information (unaudited)

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal year ended December 31, 2022:

Fund Name	20% Rate Long-Term Capital Gain Dividends
Treasury	$	15,487

The Funds hereby designate the following amounts, or maximum amounts allowable by law, of distributions from direct federal obligation interest for the fiscal year ended December 31, 2022:

Fund Name	Federal Obligation Interest
Treasury	$	46,109,097

The law varies in each state as to whether and what percent of ordinary income dividends attributable to federal obligations is exempt from state income tax. Shareholders are advised to check with their tax advisers to determine if any portion of the dividends received is exempt from state income tax.

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended December 31, 2022:

Fund Name	Interest Dividends
Institutional	$	1,226,310,108
Treasury		275,937,147

The Funds hereby designate the following amounts, or maximum amounts allowable by law, as interest-related dividends and qualified short-term capital gains eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended December 31, 2022:

Fund Name	Interest Related Dividends		Qualified Short-Term Capital Gains
Institutional	$	1,022,655,521	$	332,352
Treasury		275,937,147		—

IMPORTANT  TAX  INFORMATION 19

Master Portfolio Information    as of December 31, 2022

PORTFOLIO ALLOCATION

Money Market Master Portfolio	Percent of Net Assets
Repurchase Agreements		39.3	%
Certificates of Deposit		32.9
Commercial Paper		16.9
Time Deposits		5.2
Municipal Bonds		1.6
Corporate Bonds		0.6
Other Assets Less Liabilities		3.5

PORTFOLIO ALLOCATION

Treasury Money Market Master Portfolio	Percent of Net Assets
Repurchase Agreements		77.4	%
U.S. Treasury Obligations		17.1
Other Assets Less Liabilities		5.5

20 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Schedule of Investments   December 31, 2022 Money Market Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Short-Term Securities
Certificates of Deposit — 32.9%
Domestic — 4.1%
Bank of America NA, 5.80%, 01/08/24(a)	$	170,000	$	170,079,397
Citibank N.A.
4.16%, 08/25/23		135,000		133,880,502
4.16%, 09/01/23		64,000		63,445,179
Series CD, 5.54%, 09/21/23(a)		190,000		189,965,029
First Republic Bank
4.40%, 01/04/23		2,000,000		1,999,997,760
4.40%, 01/06/23		464,000		464,042,688
				3,021,410,555
Yankee — 28.8%
Banco Santander SA/New York(a)
5.40%, 01/06/23(b)		240,000		240,020,414
5.40%, 02/17/23(b)		238,000		238,085,121
5.54%, 01/18/23(b)		207,000		207,049,160
5.70%, 05/30/23		200,000		200,141,388
5.90%, 05/03/23(b)		150,000		150,173,382
Bank of Montreal/Chicago(a)(b)
5.20%, 01/09/23		334,000		334,018,918
5.60%, 07/03/23		156,000		156,153,011
5.74%, 06/01/23		178,000		178,268,969
5.80%, 09/05/23		250,000		250,256,243
Bank of Nova Scotia/Houston(a)(b)
5.30%, 05/05/23		230,000		230,131,268
5.32%, 07/10/23		55,950		55,989,780
5.46%, 05/12/23		143,000		143,128,054
5.54%, 05/12/23		189,000		189,190,588
5.70%, 09/15/23		238,000		238,287,925
Barclays Bank PLC/New York(a)(b)
4.88%, 02/16/23		200,000		200,002,414
4.90%, 02/03/23		342,000		342,032,562
5.54%, 04/05/23		200,000		200,129,580
5.60%, 06/08/23		200,000		200,159,956
5.70%, 03/31/23		210,000		210,175,069
5.80%, 08/17/23		331,000		331,414,743
5.90%, 09/21/23		200,000		200,117,500
6.06%, 11/22/23		350,000		350,575,662
Series CD, 4.90%, 02/15/23		50,000		50,001,626
Canadian Imperial Bank of Commerce/New York(a)(b) 5.30%, 05/08/23		200,000		200,186,740
5.32%, 03/15/23		100,000		100,048,239
5.60%, 07/03/23		341,000		341,652,844
5.80%, 07/21/23		107,400		107,681,325
5.90%, 10/20/23		200,000		200,504,462
(1 day SOFR + 0.30%), 4.90%, 01/06/23		335,000		335,014,137
Credit Agricole Corporate and Investment Bank/New York(a)(b) 5.30%, 03/17/23		236,000		236,159,619
5.48%, 03/06/23		175,000		175,137,484
Credit Industriel et Commercial/New York, 5.28%, 07/10/23(a)(b)		83,500		83,523,362
Credit Suisse AG/New York(a)(b)
4.86%, 02/09/23		395,000		394,758,572
4.92%, 04/05/23		240,000		239,921,520
4.99%, 05/01/23		225,000		224,828,642
Kookmin Bank/New York(a)(b)
5.92%, 08/18/23		142,000		142,095,117
6.30%, 12/14/23		194,000		194,272,570

Security	Par (000)		Value
Yankee (continued)
Landesbank Baden-Wuerttemberg/New York, 4.31%, 01/06/23(b)	$	225,000	$	225,016,650
Lloyds Bank Corporate Markets PLC(a)(b)
4.86%, 02/03/23		157,000		157,010,744
4.86%, 02/06/23		85,000		85,004,695
5.64%, 04/06/23		237,000		237,084,047
Lloyds Bank Corporate Markets PLC/New York, 5.90%, 06/12/23(a)(b)		148,000		148,218,375
Mizuho Bank Ltd./New York(a)
4.86%, 01/27/23(b)		300,000		300,030,300
5.28%, 01/06/23		244,000		244,022,163
5.34%, 03/17/23(b)		268,000		268,137,326
5.35%, 03/10/23(b)		189,000		189,105,199
5.40%, 01/09/23(b)		130,000		130,016,320
5.90%, 04/27/23(b)		150,000		150,267,201
MUFG Bank Ltd./New York(a)(b)
4.86%, 01/23/23		250,000		250,013,635
4.86%, 01/24/23		250,000		250,014,240
4.90%, 03/10/23		375,000		374,946,667
4.90%, 03/13/23		255,000		254,964,601
5.36%, 06/07/23		150,000		150,081,591
5.38%, 01/04/23		240,000		240,013,920
5.50%, 03/08/23		210,000		210,087,879
Natixis SA/New York(a)(b)
4.86%, 02/07/23		287,000		287,033,883
5.50%, 06/01/23		80,000		80,082,443
5.60%, 09/08/23		200,000		200,133,882
Nordea Bank Abp/New York, 5.46%, 03/02/23(a)(b)		225,000		225,121,059
Oversea-Chinese Banking Corp. Ltd./New York, 5.34%, 03/13/23(a)(b)		100,000		100,028,033
Royal Bank of Canada/New York
4.00%, 07/13/23(b)		246,000		244,456,618
4.08%, 07/14/23		95,000		94,437,309
4.80%, 01/11/23(a)(b)		85,000		85,003,340
5.60%, 07/03/23(a)		191,000		191,262,606
5.90%, 10/19/23(a)(b)		200,000		200,366,288
Standard Chartered Bank/New York(a)(b)
4.90%, 03/13/23		316,000		316,040,941
5.40%, 05/04/23		175,000		175,154,870
5.50%, 03/01/23		202,000		202,125,741
5.52%, 01/31/23		305,000		305,121,295
5.52%, 05/18/23		92,000		92,109,992
5.70%, 09/11/23		250,000		250,242,080
5.80%, 08/11/23		378,000		378,618,298
5.90%, 07/05/23		250,000		250,470,667
5.90%, 08/24/23		188,000		188,338,690
Sumitomo Mitsui Banking Corp./New York(a)
4.86%, 01/03/23(b)		475,000		475,003,710
4.86%, 01/20/23(b)		240,000		239,992,198
4.86%, 01/23/23(b)		397,000		396,971,083
4.86%, 01/30/23(b)		239,000		238,952,814
4.86%, 02/13/23(b)		233,000		232,894,707
5.50%, 05/03/23		260,000		260,225,659
5.54%, 01/24/23(b)		210,000		210,030,547
5.54%, 02/02/23(b)		250,000		250,019,150
5.64%, 06/01/23(b)		350,000		350,420,063
5.70%, 08/18/23(b)		250,000		250,282,722
5.70%, 09/28/23(b)		86,000		86,080,765
5.90%, 08/01/23		95,000		95,187,178
Sumitomo Mitsui Trust Bank Ltd./New York(a)(b)
5.38%, 01/06/23		240,000		240,021,334
5.50%, 01/24/23		196,000		196,061,383

MASTER   PORTFOLIO   SCHEDULE   OF   INVESTMENTS 21

Schedule of Investments  (continued) December 31, 2022 Money Market Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Yankee (continued)
Sumitomo Mitsui Trust Bank Ltd./New York(a)(b) (continued)
5.54%, 01/31/23	$	263,000	$	263,103,659
5.54%, 02/02/23		300,000		300,126,882
Svenska Handelsbanken/New York(a)(b)
5.62%, 07/03/23		294,000		294,450,346
5.70%, 05/31/23		178,000		178,203,297
Toronto-Dominion Bank/New York
2.80%, 05/08/23(b)		225,000		223,337,840
2.90%, 06/06/23(b)		204,000		202,096,537
3.70%, 05/01/23		102,000		101,613,248
4.35%, 09/13/23(b)		132,000		131,103,279
5.40%, 06/02/23(a)(b)		333,000		333,340,153
5.80%, 07/26/23(a)		139,500		139,787,590
5.80%, 09/05/23(a)(b)		220,000		220,000,000
				21,510,777,698
				24,532,188,253
Commercial Paper — 16.9%
Alinghi Funding Co. LLC(c)
3.44%, 02/15/23		93,000		92,625,649
3.95%, 04/13/23		95,000		93,957,639
Bank of Montreal
4.84%, 02/13/23(a)		231,000		231,018,150
5.70%, 03/22/23(a)		285,000		285,236,311
2.80%, 05/12/23		200,000		198,500,244
5.40%, 06/06/23(a)		246,000		246,233,238
(1 day SOFR + 0.30%), 4.95%, 01/13/23(a)(d)		336,000		336,014,078
Bank of Nova Scotia(a)(d)
5.32%, 01/30/23		174,000		174,000,000
5.86%, 07/27/23		171,000		171,365,545
5.92%, 11/01/23		180,000		180,315,707
Bank of Nova Scotia/The, 5.78%, 12/07/23(a)(d)		237,000		236,999,389
Bayerische Landesbank/New York(c)
4.34%, 01/13/23		100,000		99,831,028
4.36%, 01/17/23		500,000		498,911,750
Bedford Row Funding Corp., 4.81%, 01/13/23(a)(d)		95,000		94,998,670
Bennington Stark Capital Co. LLC(c)
4.36%, 01/03/23		259,000		258,875,506
4.35%, 01/05/23		564,895		564,487,428
BofA Securities, Inc.(a)
5.50%, 03/03/23		238,000		238,102,673
5.74%, 06/12/23		15,000		15,019,530
BPCE SA
5.50%, 03/03/23(a)(d)		248,000		248,168,325
5.46%, 06/01/23(a)(d)		175,000		175,166,418
4.25%, 09/01/23(c)		238,000		229,656,810
Chesham Finance Ltd./Chesham Finance LLC, 4.34%, 01/05/23(c)		1,000,000		999,278,500
Citigroup Global Markets, Inc., 5.60%, 09/21/23(a)(d)		432,000		431,755,350
Crown Point Capital Co. LLC, Series A, 5.80%, 03/28/23(a)(d)		144,000		144,139,680
DNB Bank ASA, 5.46%, 03/23/23(a)(d)		142,000		142,096,466
Great Bear Funding LLC, 4.36%, 01/17/23(c)		59,000		58,872,147
HSBC Bank PLC, 5.50%, 06/06/23(a)(d)		283,000		283,063,316
ING U.S. Funding LLC(a)(d)
5.80%, 08/16/23		300,000		300,358,746
5.70%, 09/07/23		233,000		233,109,184
Legacy Capital Co. LLC, Series A, 4.90%, 02/21/23(a)(d)		400,000		399,982,000
LMA-Americas LLC, 4.32%, 01/03/23(c)		120,000		119,942,400

Security	Par (000)		Value
Commercial Paper (continued)
Macquarie Bank Ltd.(a)(d)
4.94%, 02/28/23	$	250,000	$	250,031,750
5.50%, 03/02/23		285,000		285,131,670
5.74%, 03/24/23		238,000		238,203,966
5.80%, 07/03/23		268,000		268,407,092
(1 day SOFR + 0.35%), 5.00%, 01/04/23		400,000		400,000,000
(1 day SOFR + 0.35%), 5.00%, 01/09/23		455,000		455,008,190
National Australia Bank Ltd., 5.10%, 04/05/23(a)(d)		39,000		39,004,095
NatWest Markets PLC, 4.28%, 08/22/23(c)		285,000		275,128,629
PSP Capital, Inc.(c)
4.00%, 08/10/23		40,000		38,786,880
4.01%, 08/15/23		50,000		48,446,433
Royal Bank of Canada, 5.32%, 01/04/23(a)(d)		200,000		200,000,000
Skandinaviska Enskilda Banken AB(a)(d)
5.74%, 05/31/23		177,000		177,228,861
5.80%, 08/02/23		160,000		160,279,029
Svenska Handelsbanken AB/New York, 5.70%, 07/13/23(a)(d)		129,000		129,135,990
Swedbank AB, 5.48%, 03/02/23(a)		246,000		246,160,033
Toronto-Dominion Bank/New York, 5.30%, 03/31/23(a)		188,000		188,121,215
Toyota Motor Credit Corp., 5.20%, 06/16/23(a)		280,000		280,025,200
UBS AG, 5.00%, 02/23/23(a)(d)		300,000		300,000,000
UBS AG/London(a)(d)
5.74%, 09/01/23		220,000		220,126,570
5.92%, 09/15/23		274,000		274,317,588
5.60%, 09/26/23		100,000		100,028,164
Westpac Securities NZ Ltd./London, 5.44%, 09/20/23(a)(d)		255,000		255,017,595
				12,610,670,827
Corporate Bonds — 0.6%
Automobiles — 0.3%
Toyota Motor Credit Corp.(a)
5.05%, 07/25/23		86,285		86,342,067
5.05%, 12/11/23		106,452		106,614,072
				192,956,139
Banks — 0.1%
Kookmin Bank, (1 day SOFR + 0.70%), 4.95%, 06/09/23(a)(d)		110,000		109,978,835
Insurance — 0.2%
Protective Life Global Funding, (1 day SOFR + 0.55%), 4.87%, 03/31/23(a)(d)		171,535		171,482,356
				474,417,330
Municipal Bonds — 1.6%
Arizona — 0.2%
Mizuho Floater/Residual Trust, RB, Series 2021, VRDN, 4.59%, 02/03/23(a)(d)(e)		112,367		112,366,786
Montana — 0.0%
Taxable Municipal Funding Trust, RB(a)(d)(e)
Series 2018, VRDN, 4.57%, 02/03/23		3,900		3,900,000
Series 2018-4, VRDN, (AGM-CR), 4.43%, 01/06/23		3,155		3,155,000
				7,055,000
New Hampshire — 0.0%
New Hampshire Business Finance Authority, RB, Series A, VRDN, 4.40%, 01/06/23(a)(d)(e)		12,500		12,500,000
New York — 1.3%
Jets Stadium Development LLC, RB(a)(d)(e)
Series A-4A, VRDN, 4.65%, 01/06/23		38,855		38,855,000

22 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Money Market Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
New York (continued)
Jets Stadium Development LLC, RB(a)(d)(e) (continued)
Series A-4B, VRDN, 4.65%, 01/06/23	$	2,400	$	2,400,000
Series A-4C, VRDN, 4.65%, 01/06/23		33,800		33,800,000
Jets Stadium Finance Issuer 2015 LLC, RB, VRDN, 4.65%, 01/06/23(a)(d)(e)		118,395		118,395,000
Mizuho Floater/Residual Trust, RB, M/F Housing, Series 2021, VRDN, 4.59%, 02/03/23(a)(d)(e)		8,770		8,770,000
Taxable Municipal Funding Trust, RB (a)(d)(e)
VRDN, 4.57%, 02/03/23		1,215		1,215,000
Series 20, VRDN, 4.56%, 02/03/23		66,535		66,535,000
Series 2019, VRDN, 4.42%, 01/06/23		61,385		61,385,000
Series 2021, VRDN, 4.57%, 02/03/23		488,420		488,420,000
Series 2021, VRDN, 4.57%, 02/03/23		71,300		71,300,000
Series 2022, VRDN, 4.57%, 02/03/23		101,400		101,400,000
Taxable Municipal Funding Trust, Refunding RB, Series 2019-F, VRDN, 4.57%, 02/03/23(a)(d)(e)		2,565		2,565,000
Tender Option Bond Trust Receipts/Certificates, Refunding RB, Series 2021, VRDN, 4.52%, 01/06/23(a)(d)(e)		2,000		2,000,000
				997,040,000
Ohio — 0.1%
Mizuho Floater/Residual Trust, RB, Series 2020, VRDN, 4.57%, 01/06/23(a)(d)(e)		34,170		34,170,000
Wisconsin — 0.0%
Taxable Municipal Funding Trust, RB, Series 2019-B, VRDN, 4.57%, 02/03/23(a)(d)(e)		6,145		6,145,000
				1,169,276,786

Security	Par (000)		Value
Time Deposits — 5.2%
Banco Santander SA/New York, 4.32%, 01/05/23	$	1,500,000	$	1,500,000,000
Credit Agricole CIB TD, 4.30%, 01/03/23		63,000		63,000,000
Landesbank Hessen-Thueringen Girozentrale
4.34%, 01/03/23		168,000		168,000,000
4.37%, 01/05/23		400,000		400,000,000
Royal Bank of Canada, 4.32%, 01/03/23		1,705,000		1,705,000,000
Skandinaviska Enskilda Banken AB, 4.31%, 01/03/23		35,000		35,000,000
				3,871,000,000
Total Short-Term Securities — 57.2% (Cost: $42,656,129,558)				42,657,553,196
Total Repurchase Agreements — 39.3% (Cost: $29,333,900,000)				29,333,900,000
Total Investments — 96.5% (Cost: $71,990,029,558(f))				71,991,453,196
Other Assets Less Liabilities — 3.5%				2,630,164,490
Net Assets — 100.0%			$	74,621,617,686

^(a) Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

^(b) Issuer is a U.S. branch of foreign domiciled bank.

^(c) Rates are the current rate or a range of current rates as of period end.

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

^(e) Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand.

^(f) Cost for U.S. federal income tax purposes.

Repurchase Agreements

	Repurchase Agreements													Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest		Position	Original Par		Position Received, at Value
Barclays Bank PLC		4.42	%(a)		12/30/22		01/03/23	$	338,000	$	338,000	$	338,165,996	Corporate Debt/Obligation, 1.98% to 8.63%, due 9/25/23 to 10/27/82	$	389,307,000	$	354,900,113
		4.44	(a)		12/30/22		01/03/23		327,000		327,000		327,161,320	Corporate Debt/Obligation, 1.67% to 7.41%, due 11/01/23 to 11/15/57		347,080,000		349,892,392
		4.54	(a)		12/30/22		01/03/23		30,000		30,000		30,015,133	Corporate Debt/Obligation, 4.00% to 10.50%, due 2/15/26 to 12/31/49		40,961,000		33,955,236
		4.55	(a)		12/30/22		02/03/23		75,000		75,000		75,331,771	Corporate Debt/Obligation, 3.67% to 7.50%, due 1/15/26 to 3/15/49		75,090,000		80,251,177
Total Barclays Bank PLC										$	770,000						$	818,998,918
Barclays Capital, Inc.		4.55	(a)		12/30/22		02/03/23		226,000		226,000		226,999,736	Corporate Debt/Obligation, 0.00%, due 1/03/23		237,914,772		237,300,000
BNP Paribas S.A.		4.42	(a)		12/30/22		01/03/23		219,000		219,000		219,107,553	Corporate Debt/Obligation, 0.25% to 13.43%, due 4/06/23 to 4/08/68		267,276,152		243,429,106
		4.67	(a)		12/30/22		04/04/23		85,000		85,000		86,047,507	Corporate Debt/Obligation, 0.75% to 11.50%, due 4/06/23 to 2/12/52		115,150,539		97,135,925
Total BNP Paribas S.A.										$	304,000							$    340,565,031
BofA Securities, Inc.		4.54	(a)		12/30/22		02/03/23		100,000		100,000		100,441,389	Corporate Debt/Obligation, 0.50% to 6.88%, due 3/15/23 to 12/01/52		117,098,000		105,000,255

MASTER   PORTFOLIO   SCHEDULE   OF   INVESTMENTS 23

Schedule of Investments  (continued) December 31, 2022 Money Market Master Portfolio

Repurchase Agreements  (continued)

	Repurchase Agreements													Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest		Position	Original Par		Position Received, at Value
BofA Securities, Inc. (continued)		4.64	%(a)		12/30/22		02/03/23	$	305,000	$	305,000	$	306,375,889	Corporate Debt/Obligation, 2.30% to 5.30%, due 5/15/36 to 12/15/72	$	366,300,629	$	326,350,000
		4.82	(a)		12/30/22		03/05/23		198,000		198,000		199,723,150	Corporate Debt/Obligation, 3.00% to 3.64%, due 10/25/58 to 10/25/59		316,291,089		237,600,000
		4.30			12/30/22		01/03/23		10,500		10,500		10,505,017	U.S. Government Sponsored Agency Obligation, 2.62% to 4.13%, due 12/12/25 to 12/16/36		12,373,000		10,710,139
Total BofA Securities, Inc.										$	613,500						$	679,660,394
Citigroup Global Markets, Inc.(b)		4.37	(a)		12/30/22		01/03/23		150,000		150,000		150,072,833	Corporate Debt/Obligation, 0.00% to 2.75%, due 1/03/23 to 12/22/23		157,685,644		157,500,001
		4.63	(a)		12/30/22		04/01/23		179,000		179,000		181,117,968	Corporate Debt/Obligation, 0.00% to 6.17%, due 2/25/23 to 8/25/67		2,020,266,007		193,324,148
		4.25			12/30/22		01/03/23		58,000		58,000		58,027,389	U.S. Treasury Obligation, 0.25% to 3.00%, due 10/31/25 to 1/15/26		48,784,623		59,166,384
Total Citigroup Global Markets, Inc.										$	387,000						$	409,990,533
Credit Agricole Corp.(b)		4.25			12/30/22		01/03/23		101,000		101,000		101,047,694	U.S. Treasury Obligation, 0.25% to 3.88%, due 8/31/25 to 8/15/30		116,547,594		103,020,001
		4.43	(a)		12/30/22		01/06/23		1,206,000		1,206,000		1,207,038,835	Corporate Debt/Obligation, 0.00% to 13.00%, due 5/02/23 to 5/01/79		1,397,318,619		1,287,812,048
		4.30			12/30/22		01/03/23		50,000		50,000		50,023,889	U.S. Treasury Obligation, 0.75% to 1.13%, due 3/31/26 to 2/29/28		57,892,400		51,000,084
Total Credit Agricole Corp.										$	1,357,000						$	1,441,832,133
Credit Suisse Securities (USA) LLC		4.91	(a)		12/30/22		02/17/23		550,000		550,000		553,675,681	U.S. Treasury Obligation, 0.00% to 15.50%, due 9/22/23 to 12/15/67		5,901,525,701		587,083,102
Federal Reserve Bank of New York		4.30			12/30/22		01/03/23		20,950,000		20,950,000		20,960,009,444	U.S. Treasury Obligation, 0.13% to 6.00%, due 2/15/26 to 2/15/47		23,564,768,400		20,960,009,533
HSBC Securities (USA), Inc.		4.44	(a)		12/30/22		01/03/23		59,000		59,000		59,029,107	Corporate Debt/Obligation, 1.50% to 6.00%, due 8/09/24 to 9/09/52		68,078,000		61,950,123
J.P. Morgan Securities LLC		4.33	(a)		12/30/22		01/06/23		249,000		249,000		249,209,644	U.S. Government Sponsored Agency Obligation, 0.00% to 5.50%, due 11/25/26 to 9/16/61		2,986,463,144		261,450,000
		4.40	(a)		12/30/22		01/03/23		97,000		97,000		97,047,422	Corporate Debt/Obligation, 0.00%, due 1/03/23 to 4/19/23		102,317,767		99,910,000
		4.42	(a)		12/30/22		01/03/23		285,000		285,000		285,139,967	Corporate Debt/Obligation, 0.00%, due 1/03/23		299,023,108		293,550,000
		4.44	(a)		12/30/22		01/03/23		115,000		115,000		115,056,733	Corporate Debt/Obligation, 0.00% to 4.85%, due 2/01/23 to 11/10/25		120,332,509		119,031,689
		4.50	(a)		12/30/22		01/03/23		90,000		90,000		90,045,000	Corporate Debt/Obligation, 0.31% to 4.44%, due 4/25/52 to 8/25/57		134,265,888		96,300,000
		4.62	(a)		12/30/22		01/06/23		581,000		581,000		581,521,932	Corporate Debt/Obligation, 0.00% to 10.50%, due 1/03/23 to 9/15/2119		4,671,773,947		623,759,407

24 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Money Market Master Portfolio

Repurchase Agreements (continued)

	Repurchase Agreements													Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest		Position	Original Par		Position Received, at Value
J.P. Morgan Securities LLC (continued)		4.65	%(a)		12/30/22		01/06/23	$	1,025,000	$	1,025,000	$	1,025,926,771	Corporate Debt/Obligation, 0.00% to 10.63%, due 1/03/23 to 10/25/75	$	1,541,736,045	$	1,117,276,185
		4.67	(a)		12/30/22		01/03/23		90,000		90,000		90,046,700	Corporate Debt/Obligation, 0.00% to 7.37%, due 12/01/24 to 1/15/87		118,977,017		96,334,377
		4.73	(a)		12/30/22		03/31/23		175,000		175,000		177,092,368	Corporate Debt/Obligation, 0.00% to 8.33%, due 2/15/23 to 8/15/52		240,859,592		186,258,567
		4.77	(a)		12/30/22		03/30/23		143,000		143,000		144,705,275	Corporate Debt/Obligation, 0.00% to 12.79%, due 9/24/24 to 4/15/70		243,169,472		156,429,856
		4.78	(a)		12/30/22		03/30/23		205,000		205,000		207,449,750	Corporate Debt/Obligation, 0.00% to 11.44%, due 1/03/23 to 4/25/65		407,952,295		228,151,246
		4.30			12/30/22		01/03/23		8,900		8,900		8,904,252	U.S. Government Sponsored Agency Obligation, 2.50% to 5.00%, due 1/15/39 to 3/20/47		394,182,168		9,078,000
Total J.P. Morgan Securities LLC										$	3,063,900						$	3,287,529,327
Mizuho Security USA, Inc.		4.47	(a)		12/30/22		01/03/23		24,000		24,000		24,011,920	Corporate Debt/Obligation, 5.25%, due 10/01/57		23,380,000		25,681,274
		4.77	(a)		12/30/22		02/03/23		67,000		67,000		67,310,713	Corporate Debt/Obligation, 4.00% to 5.50%, due 5/15/35 to 5/15/62		69,035,000		71,694,445
		4.87	(a)		12/30/22		03/31/23		110,000		110,000		111,354,131	Corporate Debt/Obligation, 2.30% to 7.20%, due 3/20/25 to 6/25/52		129,210,856		117,700,234
Total Mizuho Security USA, Inc.										$	201,000						$	215,075,953
Natixis SA		4.45	(a)		12/30/22		01/06/23		125,000		125,000		125,108,160	Corporate Debt/Obligation, 1.00% to 7.63%, due 6/10/24 to 7/01/50		149,138,101		131,250,000
		4.53	(a)		12/30/22		01/06/23		125,000		125,000		125,110,104	Corporate Debt/Obligation, 0.00% to 8.25%, due 5/09/24 to 1/01/2999		252,740,942		136,199,456
Total Natixis SA										$	250,000						$	267,449,456
TD Securities (USA) LLC		4.40	(a)		12/30/22		01/03/23		131,000		131,000		131,064,044	Corporate Debt/Obligation, 0.87% to 5.05%, due 12/01/23 to 3/09/52		156,843,000		137,550,911
		4.64	(a)		12/30/22		02/03/23		53,000		53,000		53,239,089	Corporate Debt/Obligation, 1.18% to 9.70%, due 12/20/24 to 6/30/51		58,633,000		56,135,699
Total TD Securities (USA) LLC										$	184,000						$	193,686,610
Wells Fargo Securities LLC		4.85			11/30/22		02/02/23		85,000		85,000		85,732,889	Corporate Debt/Obligation, 1.32% to 8.32%, due 12/16/24 to 10/25/59		130,279,906		94,792,539
		4.60			12/02/22		02/06/23		150,000		150,000		151,265,000	Corporate Debt/Obligation, 0.00% to 7.82%, due 7/22/24 to 2/20/46		192,260,267		160,500,000

MASTER   PORTFOLIO   SCHEDULE   OF   INVESTMENTS 25

Schedule of Investments  (continued) December 31, 2022 Money Market Master Portfolio

Repurchase Agreements (continued)

	Repurchase Agreements													Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest		Position	Original Par		Position Received, at Value
Wells Fargo Securities LLC (continued)		4.47	%		12/29/22		01/05/23	$	83,500	$	83,500	$	83,572,575	Corporate Debt/Obligation, 0.00% to 5.12%, due 3/06/23 to 10/05/26		$    87,428,000	$	87,675,210
		4.31			12/30/22		01/03/23		100,000		100,000		100,047,889	U.S. Government Sponsored Agency Obligation, 2.00% to 6.50%, due 9/01/31 to 12/01/52		130,068,950		103,000,000
Total Wells Fargo Securities LLC											418,500							445,967,749
										$	29,333,900						$	29,947,098,862

^(a) Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand.

^(b) Traded in a joint account.

Fair Value Hierarchy as of Period End

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

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

	Level 1		Level 2		Level 3		Total
Assets
Investments
Short-Term Securities
Certificates of Deposit	$	—	$	24,532,188,253	$	—	$	24,532,188,253
Commercial Paper		—		12,610,670,827		—		12,610,670,827
Corporate Bonds		—		474,417,330		—		474,417,330
Municipal Bonds		—		1,169,276,786		—		1,169,276,786
Repurchase Agreements		—		29,333,900,000		—		29,333,900,000
Time Deposits		—		3,871,000,000		—		3,871,000,000
	$	—	$	71,991,453,196	$	—	$	71,991,453,196

See notes to financial statements.

26 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Schedule of Investments   December 31, 2022 Treasury Money Market Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Short-Term Securities
U.S. Treasury Obligations — 17.1%
U.S. Treasury Bills (a)
3.26%, 01/10/23	$	120,000	$	119,904,600
0.64%, 01/26/23		103,035		102,989,932
1.08%, 02/23/23		67,285		67,180,785
3.58%, 03/16/23		730,580		725,376,444
2.16%, 05/18/23		378,830		375,802,059
2.97%, 06/15/23		46,540		45,929,234
3.49%, 08/10/23		12,000		11,752,664
4.57%, 11/30/23		41,550		39,871,406
U.S. Treasury Floating Rate Notes(b)
(3 mo.Treasury money market yield + 0.05%), 4.50%, 01/31/23		706,425		706,430,822
(3 mo.Treasury money market yield + 0.03%), 4.46%, 04/30/23 - 07/31/23		494,015		494,021,217
(3 mo.Treasury money market yield + 0.04%), 4.47%, 10/31/23		130,000		130,000,000
(3 mo.Treasury money market yield - 0.02%), 4.37%, 01/31/24		143,905		143,904,773
(3 mo.Treasury money market yield - 0.08%), 4.25%, 04/30/24		43,650		43,608,302

Security	Par (000)		Value
U.S. Treasury Obligations (continued)
U.S. Treasury Floating Rate Notes(b) (continued)
(3 mo.Treasury money market yield - 0.14%), 4.68%, 10/31/24	$	227,000	$	226,673,176
U.S. Treasury Notes
0.13%, 01/31/23 - 04/30/23		145,125		144,681,188
1.50%, 02/28/23 - 03/31/23		28,970		28,990,638
2.50%, 03/31/23		5,975		5,992,848
Total Short-Term Securities —17.1% (Cost: $3,413,110,088)				3,413,110,088
Total Repurchase Agreements — 77.4% (Cost: $15,443,000,566).				15,443,000,566
Total Investments — 94.5% (Cost: $18,856,110,654(c))				18,856,110,654
Other Assets Less Liabilities — 5.5%				1,088,169,140
Net Assets — 100.0%			$	19,944,279,794

^(a) Rates are the current rate or a range of current rates as of period end.

^(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) Cost for U.S. federal income tax purposes.

Repurchase Agreements

	Repurchase Agreements												Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest	Position	Original Par	Position Received, at Value
Bank of Nova Scotia		4.25	%		12/30/22		01/03/23	$	109,000	$	109,000	$    109,051,472	U.S. Treasury Obligation, 0.13% to 4.38%, due 7/15/23 to 5/15/52	$115,191,600	$111,232,515
Barclays Bank PLC		4.30			12/30/22		01/03/23		1,000,000		1,000,000	1,000,477,778	U.S. Treasury Obligation, 0.75% to 4.50%, due 4/30/26 to 2/15/52	1,114,402,800	1,020,000,036
BNP Paribas S.A.		4.25			12/30/22		01/03/23		50,000		50,000	50,023,611	U.S. Treasury Obligation, 1.88%, due 2/15/51 to 11/15/51	78,658,300	51,000,032
		4.25			12/30/22		01/03/23		1,125,000		1,125,000	1,125,531,250	U.S. Treasury Obligation, 0.00% to 4.00%, due 2/15/23 to 11/15/52	1,452,947,527	1,147,500,000
Total BNP Paribas S.A.										$	1,175,000				$1,198,500,032
BofA Securities, Inc.		4.25			12/30/22		01/03/23		3,000		3,000	3,001,417	U.S. Treasury Obligation, 1.50%, due 2/15/25	3,232,600	3,060,045
Citigroup Global Markets, Inc.(a)		4.25			12/30/22		01/03/23		25,000		25,000	25,011,805	U.S. Treasury Obligation, 1.63% to 2.88%, due 4/30/29 to 8/15/29	29,075,800	25,500,067
		4.25			12/30/22		01/03/23		217,000		217,000	217,102,472	U.S. Treasury Obligation, 0.25% to 3.00%, due 10/31/25 to 1/15/26	182,521,777	221,363,886
		4.25			12/30/22		01/03/23		750,000		750,000	750,354,167	U.S. Treasury Obligation, 0.00% to 3.38%, due 1/03/23 to 8/15/52	824,167,800	765,000,076
Total Citigroup Global Markets, Inc.										$	992,000				$1,011,864,029
Credit Agricole Corp.(a)		4.25			12/30/22		01/03/23		249,000		249,000	249,117,583	U.S. Treasury Obligation, 0.25% to 3.88%, due 8/31/25 to 8/15/30	287,330,206	253,980,000
Federal Reserve Bank of New York		4.30			12/30/22		01/03/23		10,900,000		10,900,000	10,905,207,778	U.S. Treasury Obligation, 2.25% to 2.50%, due 8/15/23 to 5/15/29	11,563,699,800	10,905,207,862

MASTER    PORTFOLIO    SCHEDULE    OF    INVESTMENTS     27

Schedule of Investments  (continued) December 31, 2022 Treasury Money Market Master Portfolio

Repurchase Agreements  (continued)

	Repurchase Agreements													Collateral
Counterparty	Coupon Rate			Purchase Date		Maturity Date		Par (000)		At Value (000)		Proceeds Including Interest		Position	Original Par		Position Received, at Value
Fixed Income Clearing Corporation - JPM.		4.27	%		12/30/22		01/03/23	$	250,001	$	250,001	$	250,119,178	U.S. Treasury Obligation, 3.00%, due 2/15/48	$	306,307,000	$	255,000,578
HSBC Securities (USA), Inc.		4.25	(b)		12/30/22		01/03/23		225,000		225,000		225,106,250	U.S. Treasury Obligation, 0.00% to 2.50%, due 2/15/23 to 11/15/50		414,100,611		229,500,001
Natixis SA		4.25			12/30/22		01/03/23		5,000		5,000		5,002,361	U.S. Treasury Obligation, 1.63% to 4.00%, due 12/15/25 to 8/15/46		7,004,800		5,100,016
		4.25	(b)		12/30/22		01/03/23		100,000		100,000		100,047,222	U.S. Treasury Obligation, 0.00% to 4.13%, due 9/30/23 to 2/15/49		109,700,100		102,000,002
Total Natixis SA										$	105,000						$	107,100,018
SG Americas Securities LLC		4.25			12/30/22		01/03/23		430,000		430,000		430,203,056	U.S. Treasury Obligation, 0.63% to 3.00%, due 1/31/24 to 8/15/30		485,074,200		438,600,050
TD Securities (USA) LLC		4.27			12/30/22		01/03/23		5,000		5,000		5,002,372	U.S. Treasury Obligation, 0.13% to 3.88%, due 2/28/23 to 9/30/29		5,408,500		5,100,027
										$	15,443,001						$	15,539,145,193

^(a) Traded in a joint account.

^(b) Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand.

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1		Level 2		Level 3		Total
Assets
Investments
Short-Term Securities
Repurchase Agreements	$	—	$	15,443,000,566	$	—	$	15,443,000,566
U.S. Treasury Obligations		—		3,413,110,088		—		3,413,110,088
	$	—	$	18,856,110,654	$	—	$	18,856,110,654

See notes to financial statements.

28 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Statements of Assets and Liabilities

December 31, 2022

	Money Market Master Portfolio		Treasury Money Market Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)	$	42,657,553,196	$	3,413,110,088
Cash		2,498,662,567		987,474,640
Repurchase agreements, at value(b)		29,333,900,000		15,443,000,566
Receivables:
Investments sold		—		83,855,000
Interest — unaffiliated		136,314,990		18,104,699
Total assets		74,626,430,753		19,945,544,993
LIABILITIES
Payables:
Investment advisory fees		4,485,925		1,153,647
Trustees’ fees		60,458		44,818
Professional fees		266,684		66,734
Total liabilities		4,813,067		1,265,199
NET ASSETS	$	74,621,617,686	$	19,944,279,794
NET ASSETS CONSIST OF
Investors’ capital	$	74,620,194,048	$	19,944,279,794
Net unrealized appreciation (depreciation)		1,423,638		—
NET ASSETS	$	74,621,617,686	$	19,944,279,794
(a) Investments, at cost — unaffiliated	$	42,656,129,558	$	3,413,110,088
(b) Repurchase agreements, at cost	$	29,333,900,000	$	15,443,000,566

See notes to financial statements.

MASTER  PORTFOLIO  FINANCIAL  STATEMENTS 29

Statements of Operations

Year Ended December 31, 2022

	Money Market Master Portfolio			Treasury Money Market Master Portfolio
INVESTMENT INCOME
Interest — unaffiliated	$	1,286,672,904		$	317,066,232
Total investment income		1,286,672,904			317,066,232
EXPENSES
Investment advisory		67,075,830			19,102,435
Trustees		249,961			156,673
Professional		29,156			19,747
Miscellaneous		1,885			2,135
Total expenses		67,356,832			19,280,990
Less:
Fees waived and/or reimbursed by the Manager		(20,401,971	)		(5,911,083	)
Total expenses after fees waived and/or reimbursed		46,954,861			13,369,907
Net investment income		1,239,718,043			303,696,325
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		377,973			(215,219	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		5,367,947			—
Net realized and unrealized gain (loss)		5,745,920			(215,219	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,245,463,963		$	303,481,106

See notes to financial statements.

30 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Statements of Changes in Net Assets

	Money Market Master Portfolio						Treasury Money Market Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	1,239,718,043		$	86,810,661		$	303,696,325		$	1,091,424
Net realized gain (loss)		377,973			127,838			(215,219	)		655,711
Net change in unrealized appreciation (depreciation)		5,367,947			(13,855,488	)		—			—
Net increase in net assets resulting from operations		1,245,463,963			73,083,011			303,481,106			1,747,135
CAPITAL TRANSACTIONS
Proceeds from contributions		340,551,735,236			295,532,215,106			392,420,697,296			284,012,686,597
Value of withdrawals		(332,848,241,295	)		(290,536,982,552	)		(397,324,622,000	)		(280,628,392,519	)
Net increase (decrease) in net assets derived from capital transactions		7,703,493,941			4,995,232,554			(4,903,924,704	)		3,384,294,078
NET ASSETS
Total increase (decrease) in net assets		8,948,957,904			5,068,315,565			(4,600,443,598	)		3,386,041,213
Beginning of year		65,672,659,782			60,604,344,217			24,544,723,392			21,158,682,179
End of year	$	74,621,617,686		$	65,672,659,782		$	19,944,279,794		$	24,544,723,392

See notes to financial statements.

MASTER  PORTFOLIO  FINANCIAL  STATEMENTS 31

Financial Highlights

	Money Market Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return		1.81	%		0.11	%		0.82	%		2.45	%		2.10	%
Ratios to Average Net Assets
Total expenses		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Total expenses after fees waived and/or reimbursed		0.07	%		0.07	%		0.07	%		0.07	%		0.07	%
Net investment income		1.85	%		0.13	%		0.77	%		2.38	%		2.06	%
Supplemental Data
Net assets, end of year (000)	$	74,621,618		$	65,672,660		$	60,604,344		$	54,443,686		$	47,340,213

See notes to financial statements.

32 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Financial Highlights (continued)

	Treasury Money Market Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return		1.60	%		0.03	%		0.45	%		2.17	%		1.81	%
Ratios to Average Net Assets
Total expenses		0.10	%		0.10	%		0.10	%		0.10	%		0.10	%
Total expenses after fees waived and/or reimbursed		0.07	%		0.06	%		0.07	%		0.07	%		0.07	%
Net investment income		1.59	%		0.01	%		0.37	%		2.12	%		1.76	%
Supplemental Data
Net assets, end of year (000)	$	19,944,280		$	24,544,723		$	21,158,682		$	13,699,249		$	8,052,437

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   HIGHLIGHTS 33

Notes to Financial Statements

1.   ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. The financial statements and these accompanying notes relate to two series of MIP: Money Market Master Portfolio and Treasury Money Market Master Portfolio (each, a “Master Portfolio” and together, the “Master Portfolios”). Each Master Portfolio is classified as diversified.

Treasury Money Market Master Portfolio operates as a “government money market fund” under Rule 2a-7 under the 1940 Act. The Master Portfolio is not subject to liquidity fees or temporary suspensions of redemptions due to declines in the Master Portfolio’s weekly liquid assets.

With respect to Money Market Master Portfolio, the Board of Trustees of MIP (the “Board”) is permitted to impose a liquidity fee of up to 2% on the value of shares redeemed or temporarily restrict redemptions from Money Market Master Portfolio for up to 10 business days during a 90 day period, in the event that such Money Market Master Portfolio’s weekly liquid assets fall below certain thresholds.

The Master Portfolios, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, are 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. Each Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

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.

Liquidity Fees: Any liquidity fees imposed on the value of shares redeemed in the event that the Money Market Master Portfolio’s weekly liquid assets fall below certain thresholds are recorded as paid-in-capital. The liquidity fees are collected and retained by the Money Market Master Portfolio for the benefit of the Money Market Master Portfolio’s remaining interest holders.

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

Other: Expenses directly related to a Master Portfolio are charged to that Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3.   INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies (Money Market Master Portfolio): The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio 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.

Investment Valuation Policies (Treasury Money Market Master Portfolio): U.S. GAAP defines fair value as the price the Master Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Master Portfolio’s investments are valued under the amortized cost method which approximates current market value in accordance with Rule 2a-7 under the 1940 Act. Under this method, investments are valued at cost when purchased and, thereafter, a constant proportionate accretion of discounts and amortization of premiums are recorded until the maturity of the security. The Master Portfolio seeks to maintain the net asset value (“NAV”) per share of its feeder funds at $1.00, although there is no assurance that it will be able to do so on a continuing basis.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Money Market Master Portfolio’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. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or

34 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Notes to Financial Statements  (continued)

dealers as obtained from a third-party pricing service. 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 each Master Portfolio has the ability to access;

• Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); 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 eligible 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 a fund, respectively. The Master Portfolios, along with other registered investment companies advised by the Manager, may transfer uninvested cash into a single joint trading account which is then invested in one or more repurchase agreements.

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 a 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 a fund’s obligation under bankruptcy law to return the excess to the counterparty.

5.   INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

For such services, each Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.10% of the average daily value of each Master Portfolio’s net assets.

Administration: MIP, on behalf of each Master Portfolio, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL”), which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Master Portfolios’ ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by each Master Portfolio.

BAL is not entitled to compensation for providing administrative services to the Master Portfolios, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolios, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolios.

MASTER   PORTFOLIO   NOTES   TO   FINANCIAL   STATEMENTS 35

Notes to Financial Statements  (continued)

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

Expense Waivers and Reimbursements: The Manager contractually agreed to waive a portion of its investment advisory fees equal to the annual rate of 0.03% of the average daily value of each Master Portfolio’s net assets through June 30, 2023. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

Master Portfolio Name	Fees Waived and/or Reimbursed by the Manager
Money Market Master Portfolio	$	20,122,854
Treasury Money Market Master Portfolio		5,730,730

The Manager and BAL have also voluntarily agreed to waive a portion of their respective management investments advisory fees to enable the feeders that invest in the Master Portfolios to maintain minimum levels of daily net investment income, if applicable. The Manager and BAL may discontinue the waiver at any time. The amount waived is included in fees waived and/or reimbursed by the Manager in the Statements of Operations. With respect to Treasury Money Market Master Portfolio, for the year ended December 31, 2022, the amount waived and/or reimbursed was $3,933.

The fees and expenses of the MIP’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Master Portfolios’ independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolios. The Manager has contractually agreed to reimburse the Master Portfolios or provide an offsetting credit against the investment advisory fees paid by the Master Portfolios in an amount equal to these independent expenses through June 30, 2023. These amounts waived are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

Fund Name	Fees Waived and/or Reimbursed by the Manager
Money Market Master Portfolio	$	279,117
Treasury Money Market Master Portfolio		176,420

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolios 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 each Master Portfolio’s investment policies and restrictions. Each Master Portfolio 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 year ended December 31, 2022, the Master Portfolios did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

6.   INCOME TAX INFORMATION

Treasury Money Market Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

Treasury Money Market Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Treasury Money Market Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

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

36 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Notes to Financial Statements  (continued)

7.   PRINCIPAL RISKS

In the normal course of business, the Master Portfolios invest in securities or other instruments and may enter into certain transactions, and such activities subject each Master Portfolio 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 Master Portfolios and their investments. Each Master Portfolio’s prospectus provides details of the risks to which each Master Portfolio is subject.

Certain obligations held by the Money Market Master Portfolio 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 Money Market Master Portfolio 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.

Certain affiliates indirectly invest in the Master Portfolios through the SL Agency Shares of BlackRock Cash Funds. As of period end, these affiliated investors represent a significant portion of the net assets of Money Market Master Portfolio and Treasury Money Market Master Portfolio.

Market Risk: Each Master Portfolio 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 each Master Portfolio to reinvest in lower yielding securities. Each Master Portfolio may also be exposed to reinvestment risk, which is the risk that income from each Master Portfolio’s portfolio will decline if each Master Portfolio invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Master Portfolio portfolio’s current earnings rate.

Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. Municipal securities can be significantly affected by political or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to, taxation, legislative changes or the rights of municipal security holders, including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the tax benefits supporting the project or assets or the inability to collect revenues for the project or from the assets. Municipal securities may be less liquid than taxable bonds, and there may be less publicly available information on the financial condition of municipal security issuers than for issuers of other securities.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

Valuation Risk: The price the Money Market Master Portfolio could receive upon the sale of any particular portfolio investment may differ from the Money Market Master Portfolio’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Money Market Master Portfolio’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Money Market Master Portfolio, and the Money Market Master Portfolio could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. The Money Market Master Portfolio’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.

Counterparty Credit Risk: The Master Portfolios 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 Master Portfolios manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master Portfolios to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master Portfolios’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Master Portfolios.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

The Master Portfolios invest a significant portion of their assets in fixed-income securities and/or use 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 Master Portfolios may be subject to a greater risk of rising interest rates due to the recent period of historically low interest rates. The Federal Reserve has recently begun to raise 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 Master Portfolio’s performance.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

MASTER   PORTFOLIO   NOTES   TO   FINANCIAL   STATEMENTS 37

Notes to Financial Statements  (continued)

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolios may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolios is uncertain.

8.   SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolios 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.

38 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of each of the two funds listed in the table below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds listed in the table below (two of the series constituting Master Investment Portfolio, hereafter collectively referred to as the “Master Portfolios”) as of December 31, 2022, the related statements of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Master Portfolios as of December 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2022 and each of the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Money Market Master Portfolio

Treasury Money Market Master Portfolio

Basis for Opinions

These financial statements are the responsibility of the Master Portfolios’ management. Our responsibility is to express an opinion on the Master Portfolios’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolios in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

MASTER   PORTFOLIO   REPORT   OF   INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING    FIRM 39

Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

40 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

TRUSTEE   AND   OFFICER   INFORMATION 41

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None

^(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

^(c) In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.

^(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust/MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

^(e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

42 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

^(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b) Officers of the Trust/MIP serve at the pleasure of the Board.

Further information about the Trust’s/MIP’s Trustees and Officers is available in the Trust’s/MIP’s Statement of Additional Information, which can be obtained without charge by calling (888) 204-3956.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust/MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust/MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust/MIP.

TRUSTEE   AND   OFFICER   INFORMATION 43

Additional Information

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Transfer Agent at (888) 204-3956.

Availability of Quarterly Schedule of Investments

The Funds/Master Portfolios file their complete schedules of portfolio holdings with the SEC each month on Form N-MFP. The Funds’/Master Portfolios’ reports on Form N-MFP are available on the SEC’s website at sec.gov. Additionally, each Fund/Master Portfolio makes portfolio holdings available to shareholders/interest holders on its website at blackrock.com.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Funds/Master Portfolios use to determine how to vote proxies relating to portfolio securities and information about how the Funds/Master Portfolios voted proxies relating to securities held in the Funds’/Master Portfolios’ portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 626-1960; (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.

Fund and/or MIP Service Providers

Investment Adviser	Transfer Agent
BlackRock Fund Advisors	State Street Bank and Trust Company
San Francisco, CA 94105	North Quincy, MA 02171
Administrator	Distributor
BlackRock Advisors, LLC	BlackRock Investments, LLC
Wilmington, DE 19809	New York, NY 10022
Sub-Adviser	Independent Registered Public Accounting Firm
BlackRock International Limited(a)	PricewaterhouseCoopers LLP
Edinburgh, EH3 8BL	Philadelphia, PA 19103
United Kingdom
	Legal Counsel
Accounting Agent and Custodian	Sidley Austin LLP
State Street Bank and Trust Company	New York, NY 10019
Boston, MA 02111
	Address of the Trust/MIP
(a)For Money Market Master Portfolio.	400 Howard Street
	San Francisco, CA 94105

44 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Glossary of Terms Used in this Report

Portfolio Abbreviation
AGM-CR	AGM Insured Custodial Receipt
CD	Certificate of Deposit
CR	Custodian Receipt
M/F	Multi-Family
RB	Revenue Bond
SOFR	Secured Overnight Financing Rate
VRDN	Variable Rate Demand Note

Important Fund Information

The following applies to BlackRock Cash Funds: Institutional and its corresponding Master Portfolio: 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 or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund at any time. Performance data quoted represents past performance and does not guarantee future results. Total return information assumes reinvestment of all distributions. Current performance may be higher or lower than the performance data quoted. For current month-end performance information, call (800) 626-1960. The Fund’s current 7-day yield more closely reflects the current earnings of the Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.

The following applies to BlackRock Cash Funds:Treasury and its corresponding Master Portfolio: This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund at any time. Performance data quoted represents past performance and does not guarantee future results. Total return information assumes reinvestment of all distributions. Current performance may be higher or lower than the performance data quoted. For current month-end performance information, call (800) 626-1960. The Fund’s current 7-day yield more closely reflects the current earnings of the Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.

GLOSSARY   OF   TERMS   USED   IN   THIS   REPORT 45

Want to know more?

blackrock.com | 888-204-3956

MMF3-12/22-AR

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

·   BlackRock LifePath^® Dynamic Retirement Fund

·   BlackRock LifePath^® Dynamic 2025 Fund

·   BlackRock LifePath^® Dynamic 2030 Fund

·   BlackRock LifePath^® Dynamic 2035 Fund

·   BlackRock LifePath^® Dynamic 2040 Fund

·   BlackRock LifePath^® Dynamic 2045 Fund

·   BlackRock LifePath^® Dynamic 2050 Fund

·   BlackRock LifePath^® Dynamic 2055 Fund

·   BlackRock LifePath^® Dynamic 2060 Fund

·   BlackRock LifePath^® Dynamic 2065 Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	2.31%	(18.11)%
U.S. small cap equities (Russell 2000® Index)	3.91	(20.44)
International equities (MSCI Europe, Australasia,Far East Index)	6.36	(14.45)
Emerging market equities (MSCI Emerging Markets Index)	(2.99)	(20.09)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	1.32	1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(5.58)	(16.28)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(2.97)	(13.01)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	0.50	(8.53)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	3.50	(11.18)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS  PAGE  IS  NOT  PART  OF  YOUR  FUND  REPORT

Table of Contents

	Page
The Markets in Review	2
Annual Report:
Fund Summary	4
About Fund Performance	26
Disclosure of Expenses	26
Derivative Financial Instruments	29
Financial Statements:
Schedules of Investments	30
Statements of Assets and Liabilities	71
Statements of Operations	77
Statements of Changes in Net Assets	80
Financial Highlights	85
Notes to Financial Statements	135
Report of Independent Registered Public Accounting Firm	153
Important Tax Information	154
Statement Regarding Liquidity Risk Management Program	155
Trustee and Officer Information	156
Additional Information	160
Glossary of Terms Used in this Report	162

 

3

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic Funds

Portfolio Management Commentary

How did each Fund perform?

The BlackRock LifePath^® Dynamic Retirement Fund along with the BlackRock LifePath^® Dynamic Funds with target dates of 2025, 2030, 2035, 2040, 2045, 2050, 2055, 2060 and 2065 are referred to as the “LifePath Dynamic Funds” or the “Funds”.

For the 12-month period ended December 31, 2022, for the LifePath^® Dynamic Retirement Fund, the Fund’s Institutional and Class K Shares outperformed its respective custom benchmark, while the Fund’s Investor C and Class R Shares underperformed its respective custom benchmark, and its Investor A Shares performed in line.

For the LifePath Dynamic Funds with the vintages of 2025 and 2045, the Funds’ Institutional, Investor A, and Class K Shares outperformed their respective custom benchmarks, while the Funds’ Investor C Shares underperformed their respective custom benchmarks, and their Class R Shares performed in line.

For the LifePath Dynamic Funds with the vintages of 2030, 2035 and 2040, the Funds’ Institutional, Investor A, Class K and Class R Shares outperformed their respective custom benchmarks, while the Funds’ Investor C Shares underperformed their respective custom benchmarks.

For the LifePath Dynamic Funds with the vintages of 2050, 2055 and 2060, all of the Funds’ share classes underperformed their respective custom benchmarks.

For the LifePath Dynamic Fund with the vintage of 2065, all of the Fund’s share classes underperformed its respective custom benchmark with the exception of its Class K Shares which performed in line.

Relative performance is driven by a combination of tactical macroeconomic themes and underlying actively managed strategies. The following discussion of relative performance pertains to each Fund’s custom benchmark.

What factors influenced performance?

The global equity and fixed-income markets both lost ground in 2022. Financial assets were hurt by central banks’ decision to combat surging inflation by winding down their quantitative easing policies and raising interest rates aggressively. The rapid increase in rates, in turn, fueled worries about a potential global recession and weaker corporate earnings in 2023. Growth stocks were especially weak performers, while the value style held up much better in relative terms due in part to the strength in the energy sector and outperformance for more defensive market segments. Bonds suffered meaningful weakness, with both rate- and credit-sensitive investments experiencing losses.

With regard to macro themes, the Funds’ positioning in fixed income was the largest contributor to returns. The shorter-dated vintages held short positions in U.S. 30- and 5-year Treasuries throughout most of the year, which added value at a time of rising interest rates. (The value of a short position rises when the price of the underlying security declines. Bond prices and yields move in opposite directions.) An overweight in equities, particularly Japan, also contributed to performance. With respect to underlying actively managed strategies, Diversified Equity Master Portfolio (a U.S. equity strategy) and BlackRock Tactical Opportunities Fund (a macro trading strategy) both helped results.

The Funds’ currency positioning was the most notable detractor, driven by an overweight in the Euro against a basket of developed-market currencies. Among the underlying actively managed strategies, BlackRock Advantage Emerging Markets Fund (an emerging markets equity strategy) was the largest detractor. Advantage CoreAlpha Bond Master Portfolio (a domestic fixed-income strategy) also weighed on returns in the earlier vintages.

Some of the LifePath Dynamic Funds had higher-than-normal cash positions at the close of the period. This did not affect performance, and the Funds were not in a defensive investment position.

Describe recent portfolio activity.

The investment adviser entered the year with a positive view regarding global growth. This formed the basis for an overweight in equities, with a preference for Europe and Japan. The Funds were also underweight in U.S. bonds and overweight in the euro. The investment adviser removed the overweight in the euro in March 2022, and it finished the year with no active currency positions.

In fixed income, the Funds were short in both U.S. five- and 30-year issues throughout most of 2022. As rates climbed steadily over the course of the year, the mispricing that the investment adviser previously identified began to diminish. It used this as an opportunity to take profits late in the third quarter of 2022 by reducing the 30-year position and removing the five-year position. Around the same time, the investment adviser added an overweight in U.S. 10-year bonds. It also established an overweight in high yield bonds, where weak performance had created an attractive opportunity to add risk.

Describe portfolio positioning at period end.

The Funds were overweight U.S. and developed-market international equities, high yield bonds, and U.S. 10-year bond futures, and they were short U.S. 30-year bond futures and underweight in global real estate.

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

4 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic Funds

Glide Path Evolution

Under normal circumstances, the asset allocation of each LifePath Dynamic Fund will change over time according to a predetermined “glide path” as each LifePath Dynamic Fund approaches its respective target date. The glide path represents the shifting of asset classes over time. Each LifePath Dynamic Fund’s asset allocations become more conservative prior to retirement as time elapses. This reflects the need for reduced investment risks as retirement approaches and the need for lower volatility of each LifePath Dynamic Fund, which may be a primary source of income after retirement. As each LifePath Dynamic Fund approaches its target date, its asset allocation will shift so that each LifePath Dynamic Fund invests a greater percentage of its assets in fixed-income index funds. The asset allocation targets are established by the portfolio managers. The investment team, including the portfolio managers, meets regularly to assess market conditions, review the asset allocation targets of each LifePath Dynamic Fund, and determine whether any changes are required to enable each LifePath Dynamic Fund to achieve its investment objective. Because the BlackRock LifePath^® Dynamic Retirement Fund is in its most conservative phase, its allocation generally does not become more conservative over time, although its allocation may change to maintain its risk profile.

Although the asset allocation targets listed for the glide path are general, long-term targets, BlackRock Fund Advisors (“BFA” or the “Manager”) may periodically adjust the proportion of equity index funds and fixed-income index funds in each LifePath Dynamic Fund, based on an assessment of the current market conditions, the potential contribution of each asset class to the expected risk and return characteristics of each LifePath Dynamic Fund, reallocations of each LifePath Dynamic Fund’s composition to reflect intra-year movement along the glide path and other factors. In general, such adjustments will be limited; however, BFA may determine that a greater degree of variation is warranted to protect a LifePath Dynamic Fund or achieve its investment objective.

FUND   SUMMARY 5

Fund Summary   as of December 31, 2022  BlackRock LifePath^® Dynamic Retirement Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic Retirement Fund (“LifePath Dynamic Retirement Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic Retirement Fund will be broadly diversified across global asset classes.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic Retirement Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic Retirement Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic Retirement Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic Retirement Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic Retirement Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic Retirement Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic Retirement Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic Retirement Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		52.9	%		N/A			N/A			N/A			N/A			N/A			9.1	%		3.7	%		0.1	%		10.1	%		19.7	%		4.4	%
01/01/14 to 12/31/14		52.6			N/A			N/A			N/A			N/A			N/A			9.0			3.8			0.2			10.2			19.9			4.3
01/01/15 to 12/31/15		51.1			N/A			N/A			N/A			N/A			N/A			8.8			3.8			0.5			11.0			21.0			3.8
01/01/16 to 12/31/16		51.1			N/A			N/A			N/A			N/A			N/A			8.8			3.7			0.5			11.3			20.9			3.7
01/01/17 to 12/31/17		51.2			N/A			N/A			N/A			N/A			N/A			8.8			3.7			0.5			11.3			20.3			4.2
01/01/18 to 12/31/18		51.2			N/A			N/A			N/A			N/A			N/A			8.8			N/A			0.5			13.7			21.8			4.0
01/01/19 to 12/31/19		52.0			N/A			N/A			N/A			N/A			N/A			8.0			N/A			2.3			12.3			22.1			3.3
01/01/20 to 12/31/20		52.0			N/A			N/A			N/A			N/A			N/A			8.0			N/A			2.2			12.9			21.6			3.3
01/01/21 to 12/31/21		52.0			N/A			N/A			N/A			N/A			N/A			8.0			N/A			2.2			13.3			20.9			3.6
01/01/22 to 12/31/22		26.1			3.7	%		9.6	%		1.6	%		3.3	%		7.8	%		8.0			N/A			2.2			13.5			21.1			3.1

See “About Fund Performance” for descriptions of the indexes.

6 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic Retirement Fund

Performance

		Average Annual Total Returns(a)(b)
		1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(14.85	)%		N/A			2.94	%		N/A			4.13	%		N/A
Investor A		(15.08	)		(19.54	)%		2.68			1.57	%		3.87			3.31	%
Investor C		(15.75	)		(16.59	)		1.87			1.87			3.22			3.22
Class K		(14.64	)		N/A			3.17			N/A			4.40			N/A
Class R		(15.25	)		N/A			2.47			N/A			3.63			N/A
LifePath Dynamic Retirement Fund Custom Benchmark		(15.07	)		N/A			2.68			N/A			3.99			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic Retirement Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors who are currently withdrawing, or plan in the near future to begin withdrawing, a substantial portion of their investment. LifePath Dynamic Retirement Fund’s returns prior to March 31, 2018 are the returns of LifePath Dynamic Retirement Fund when its assets could be allocated to underlying funds that invest primarily in commodities. LifePath Dynamic Retirement Fund’s returns between December 14, 2015 and November 7, 2016 are the returns of LifePath Dynamic Retirement Fund when it incorporated different allocations in its glidepath and had a different investment strategy. LifePath Dynamic Retirement Fund’s returns prior to December 14, 2015 are the returns of LifePath Dynamic Retirement Fund under a different investment strategy. LifePath Dynamic Retirement Fund’s returns prior to November 28, 2014 are the returns of LifePath Dynamic Retirement Fund when it had a different target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Fixed-Income Funds		54.2	%
Equity Funds		39.6
Money Market Funds		10.9
Liabilities in Excess of Other Assets		(4.7	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		22.1	%
Advantage CoreAlpha Bond Master Portfolio		18.2
Master Total Return Portfolio		13.6
iShares Core U.S. Aggregate Bond ETF		13.4
iShares TIPS Bond ETF		7.9
International Tilts Master Portfolio		6.9
BlackRock Cash Funds: Treasury, SL Agency Shares		5.9
BlackRock Tactical Opportunities Fund, Class K		5.2
BlackRock Cash Funds: Institutional, SL Agency Shares		5.0
iShares MSCI EAFE Small-Cap ETF		2.5

FUND   SUMMARY 7

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2025 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2025 Fund (“LifePath Dynamic 2025 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2025 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2025 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2025 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2025 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000 Index and Russell 2000 Index. Effective July 29, 2022, the LifePath Dynamic 2025 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2025 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2025 Fund invests.The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2025 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2025 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		33.7	%		N/A			N/A			N/A			N/A			N/A			5.2	%		3.8	%		4.3	%		17.1	%		32.6	%		3.3	%
01/01/14 to 12/31/14		34.3			N/A			N/A			N/A			N/A			N/A			5.3			3.8			4.5			17.3			31.5			3.3
01/01/15 to 12/31/15		31.0			N/A			N/A			N/A			N/A			N/A			5.0			3.8			5.3			18.8			33.1			3.0
01/01/16 to 12/31/16		32.4			N/A			N/A			N/A			N/A			N/A			5.2			3.8			5.2			18.5			32.0			2.9
01/01/17 to 12/31/17		34.9			N/A			N/A			N/A			N/A			N/A			5.7			3.8			4.7			18.0			29.8			3.1
01/01/18 to 12/31/18		36.5			N/A			N/A			N/A			N/A			N/A			5.9			N/A			4.5			19.3			30.7			3.1
01/01/19 to 12/31/19		38.1			N/A			N/A			N/A			N/A			N/A			7.1			N/A			2.5			19.5			29.8			3.0
01/01/20 to 12/31/20		40.9			N/A			N/A			N/A			N/A			N/A			7.3			N/A			2.4			18.5			28.0			2.9
01/01/21 to 12/31/21		43.3			N/A			N/A			N/A			N/A			N/A			7.5			N/A			2.2			17.6			26.2			3.2
01/01/22 to 12/31/22		22.6			3.4	%		7.4	%		1.9	%		3.5	%		6.9	%		7.6			N/A			2.1			16.4			25.3			2.9

See “About Fund Performance” for descriptions of the indexes.

8 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2025 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(15.28	)%		N/A			3.46	%		N/A			5.37	%		N/A
Investor A		(15.54	)		(19.97	)%		3.20			2.09	%		5.10			4.54	%
Investor C		(16.12	)		(16.95	)		2.40			2.40			4.45			4.45
Class K		(15.06	)		N/A			3.70			N/A			5.56			N/A
Class R		(15.65	)		N/A			3.00			N/A			4.89			N/A
LifePath Dynamic 2025 Fund Custom Benchmark		(15.63	)		N/A			3.21			N/A			5.27			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2025 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2025. Effective November 7, 2016, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a Global Tactical Asset Allocation into its glidepath, (ii) increase the flexibility of its equity allocations and (iii) diversify its fixed-income strategies. Performance for the periods shown between December 14, 2015 and November 7, 2016 is based on the prior investment strategy. Effective December 14, 2015, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a dynamic glidepath and (ii) invest directly in securities and derivatives, as well as in underlying funds. Performance for the periods shown prior to December 14, 2015 is based on the prior investment strategy. Effective November 28, 2014, the Fund changed its glide path and target asset allocation to target higher levels of equity exposure for the LifePath Dynamic Fund throughout the glide path. Performance for the periods shown prior to November 28, 2014 is based on the prior glide path and target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Fixed-Income Funds		49.9	%
Equity Funds		44.6
Money Market Funds		7.4
Liabilities in Excess of Other Assets		(1.9	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		26.8	%
Advantage CoreAlpha Bond Master Portfolio		16.7
Master Total Return Portfolio		12.5
iShares Core U.S. Aggregate Bond ETF		12.3
International Tilts Master Portfolio		7.9
iShares TIPS Bond ETF		7.4
BlackRock Tactical Opportunities Fund, Class K		5.1
BlackRock Cash Funds: Treasury, SL Agency Shares		4.5
BlackRock Cash Funds: Institutional, SL Agency Shares		2.9
iShares MSCI EAFE Small-Cap ETF		2.4

FUND   SUMMARY 9

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2030 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2030 Fund (“LifePath Dynamic 2030 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2030 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2030 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2030 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2030 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2030 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2030 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2030 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2030 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2030 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		27.6	%		N/A			N/A			N/A			N/A			N/A			4.0	%		3.9	%		5.7	%		19.3	%		36.6	%		2.9	%
01/01/14 to 12/31/14		27.5			N/A			N/A			N/A			N/A			N/A			4.0			3.9			6.1			19.8			35.8			2.9
01/01/15 to 12/31/15		21.8			N/A			N/A			N/A			N/A			N/A			3.4			3.9			7.7			22.2			38.5			2.5
01/01/16 to 12/31/16		24.5			N/A			N/A			N/A			N/A			N/A			3.6			3.9			7.6			21.9			36.0			2.5
01/01/17 to 12/31/17		25.9			N/A			N/A			N/A			N/A			N/A			4.0			3.9			7.4			21.4			35.0			2.4
01/01/18 to 12/31/18		27.1			N/A			N/A			N/A			N/A			N/A			4.2			N/A			7.5			22.5			36.2			2.5
01/01/19 to 12/31/19		27.0			N/A			N/A			N/A			N/A			N/A			6.0			N/A			3.1			25.2			36.0			2.7
01/01/20 to 12/31/20		29.9			N/A			N/A			N/A			N/A			N/A			6.2			N/A			3.0			23.9			34.5			2.5
01/01/21 to 12/31/21		32.1			N/A			N/A			N/A			N/A			N/A			6.5			N/A			2.9			22.9			33.1			2.5
01/01/22 to 12/31/22		16.9			2.5	%		4.6	%		2.4	%		2.7	%		5.2	%		6.7			N/A			2.7			21.1			32.9			2.3

See “About Fund Performance” for descriptions of the indexes.

10 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2030 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(15.83	)%		N/A			4.12	%		N/A			6.11	%		N/A
Investor A		(15.98	)		(20.39	)%		3.87			2.75	%		5.86			5.29	%
Investor C		(16.62	)		(17.44	)		3.06			3.06			5.20			5.20
Class K		(15.63	)		N/A			4.35			N/A			6.39			N/A
Class R		(16.21	)		N/A			3.64			N/A			5.62			N/A
LifePath Dynamic 2030 Fund Custom Benchmark		(16.32	)		N/A			3.81			N/A			5.97			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37		��	N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2030 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2030. LifePath Dynamic 2030 Fund’s returns prior to March 31, 2018 are the returns of LifePath Dynamic 2030 Fund when its assets could be allocated to underlying funds that invest primarily in commodities. LifePath Dynamic 2030 Fund’s returns between December 14, 2015 and November 7, 2016 are the returns of LifePath Dynamic 2030 Fund when it incorporated different allocations in its glidepath and had a different investment strategy. LifePath Dynamic 2030 Fund’s returns prior to December 14, 2015 are the returns of LifePath Dynamic 2030 Fund under a different investment strategy. LifePath Dynamic 2030 Fund’s returns prior to November 28, 2014 are the returns of LifePath Dynamic 2030 Fund when it had a different target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION

Asset Type	Percent of Net Assets
Equity Funds		57.9	%
Fixed-Income Funds		38.5
Money Market Funds		6.1
Liabilities in Excess of Other Assets		(2.5	)

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Diversified Equity Master Portfolio		34.3	%
Advantage CoreAlpha Bond Master Portfolio		11.1
International Tilts Master Portfolio		10.6
Master Total Return Portfolio		8.4
iShares Core U.S. Aggregate Bond ETF		8.2
iShares TIPS Bond ETF		6.9
BlackRock Tactical Opportunities Fund, Class K		5.0
iShares MSCI EAFE Small-Cap ETF		3.6
BlackRock Advantage Emerging Markets Fund, Class K		3.5
BlackRock Cash Funds: Institutional, SL Agency Shares		3.4

FUND   SUMMARY 11

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2035 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2035 Fund (“LifePath Dynamic 2035 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2035 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2035 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2035 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2035 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2035 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2035 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2035 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2035 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2035 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		22.1	%		N/A			N/A			N/A			N/A			N/A			2.9	%		3.9	%		6.9	%		21.3	%		40.3	%		2.6	%
01/01/14 to 12/31/14		21.4			N/A			N/A			N/A			N/A			N/A			2.8			3.9			7.6			22.2			39.6			2.5
01/01/15 to 12/31/15		13.2			N/A			N/A			N/A			N/A			N/A			1.9			3.9			9.8			25.4			43.6			2.2
01/01/16 to 12/31/16		14.7			N/A			N/A			N/A			N/A			N/A			2.2			3.9			9.9			25.1			42.1			2.1
01/01/17 to 12/31/17		17.1			N/A			N/A			N/A			N/A			N/A			2.5			4.0			10.0			24.6			40.1			1.7
01/01/18 to 12/31/18		18.4			N/A			N/A			N/A			N/A			N/A			2.7			N/A			10.3			25.5			41.3			1.8
01/01/19 to 12/31/19		17.1			N/A			N/A			N/A			N/A			N/A			4.6			N/A			3.7			30.4			41.8			2.4
01/01/20 to 12/31/20		19.7			N/A			N/A			N/A			N/A			N/A			4.9			N/A			3.6			29.1			40.6			2.1
01/01/21 to 12/31/21		21.8			N/A			N/A			N/A			N/A			N/A			5.2			N/A			3.5			28.0			39.6			1.9
01/01/22 to 12/31/22		11.7			1.8	%		2.5	%		2.3	%		2.0	%		3.6	%		5.5			N/A			3.3			25.5			39.9			1.9

See “About Fund Performance” for descriptions of the indexes.

12 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2035 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(16.56	)%		N/A			4.57	%		N/A			6.71	%		N/A
Investor A		(16.79	)		(21.16	)%		4.29			3.18	%		6.44			5.87	%
Investor C		(17.38	)		(18.19	)		3.49			3.49			5.78			5.78
Class K		(16.32	)		N/A			4.81			N/A			7.03			N/A
Class R		(16.91	)		N/A			4.10			N/A			6.22			N/A
LifePath Dynamic 2035 Fund Custom Benchmark		(16.98	)		N/A			4.37			N/A			6.62			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2035 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2035. Effective November 7, 2016, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a Global Tactical Asset Allocation into its glidepath, (ii) increase the flexibility of its equity allocations and (iii) diversify its fixed-income strategies. Performance for the periods shown between December 14, 2015 and November 7, 2016 is based on the prior investment strategy. Effective December 14, 2015, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a dynamic glidepath and (ii) invest directly in securities and derivatives, as well as in underlying funds. Performance for the periods shown prior to December 14, 2015 is based on the prior investment strategy. Effective November 28, 2014, the Fund changed its glide path and target asset allocation to target higher levels of equity exposure for the LifePath Dynamic Fund throughout the glide path. Performance for the periods shown prior to November 28, 2014 is based on the prior glide path and target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION

Asset Type	Percent of Net Assets
Equity Funds		67.4	%
Fixed-Income Funds		26.4
Money Market Funds		9.8
Liabilities in Excess of Other Assets		(3.6	)

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Diversified Equity Master Portfolio		40.3	%
International Tilts Master Portfolio		11.8
Advantage CoreAlpha Bond Master Portfolio		6.4
iShares TIPS Bond ETF		5.5
BlackRock Cash Funds: Treasury, SL Agency Shares		5.1
BlackRock Tactical Opportunities Fund, Class K		4.9
Master Total Return Portfolio		4.8
iShares Core U.S. Aggregate Bond ETF		4.7
BlackRock Cash Funds: Institutional, SL Agency Shares		4.7
iShares MSCI EAFE Small-Cap ETF		4.6

FUND   SUMMARY 13

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2040 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2040 Fund (“LifePath Dynamic 2040 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2040 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2040 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2040 Fund Custom Benchmark”). Prior toJuly 29, 2022, the LifePath Dynamic 2040 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2040 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2040 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2040 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2040 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2040 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		17.3	%		N/A			N/A			N/A			N/A			N/A			1.7	%		3.9	%		8.1	%		23.1	%		43.6	%		2.3	%
01/01/14 to 12/31/14		16.1			N/A			N/A			N/A			N/A			N/A			1.6			3.9			9.0			24.2			42.9			2.3
01/01/15 to 12/31/15		5.7			N/A			N/A			N/A			N/A			N/A			0.7			4.1			12.1			28.1			47.3			2.0
01/01/16 to 12/31/16		8.4			N/A			N/A			N/A			N/A			N/A			0.9			4.1			12.1			28.0			44.0			2.5
01/01/17 to 12/31/17		9.2			N/A			N/A			N/A			N/A			N/A			1.2			4.1			12.3			27.6			44.4			1.2
01/01/18 to 12/31/18		10.3			N/A			N/A			N/A			N/A			N/A			1.4			N/A			12.8			28.2			46.0			1.3
01/01/19 to 12/31/19		8.4			N/A			N/A			N/A			N/A			N/A			3.0			N/A			4.2			35.2			47.0			2.2
01/01/20 to 12/31/20		10.8			N/A			N/A			N/A			N/A			N/A			3.2			N/A			4.1			33.9			46.2			1.8
01/01/21 to 12/31/21		12.6			N/A			N/A			N/A			N/A			N/A			3.6			N/A			4.0			32.7			45.7			1.4
01/01/22 to 12/31/22		7.0			0.8	%		0.9	%		2.2	%		1.2	%		2.2	%		4.0			N/A			3.9			29.7			46.7			1.4

See “About Fund Performance” for descriptions of the indexes.

14 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2040 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(17.09	)%		N/A			4.99	%		N/A			7.26	%		N/A
Investor A		(17.32	)		(21.66	)%		4.72			3.60	%		7.00			6.42	%
Investor C		(17.94	)		(18.74	)		3.91			3.91			6.33			6.33
Class K		(16.90	)		N/A			5.22			N/A			7.54			N/A
Class R		(17.48	)		N/A			4.50			N/A			6.76			N/A
LifePath Dynamic 2040 Fund Custom Benchmark		(17.60	)		N/A			4.84			N/A			7.18			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2040 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2040. LifePath Dynamic 2040 Fund’s returns prior to March 31, 2018 are the returns of LifePath Dynamic 2040 Fund when its assets could be allocated to underlying funds that invest primarily in commodities. LifePath Dynamic 2040 Fund’s returns between December 14, 2015 and November 7, 2016 are the returns of LifePath Dynamic 2040 Fund when it incorporated different allocations in its glidepath and had a different investment strategy. LifePath Dynamic 2040 Fund’s returns prior to December 14, 2015 are the returns of LifePath Dynamic 2040 Fund under a different investment strategy. LifePath Dynamic 2040 Fund’s returns prior to November 28, 2014 are the returns of LifePath Dynamic 2040 Fund when it had a different target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION

Asset Type	Percent of Net Assets
Equity Funds		79.1	%
Fixed-Income Funds		17.1
Money Market Funds		9.1
Liabilities in Excess of Other Assets		(5.3	)

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Diversified Equity Master Portfolio		47.9	%
International Tilts Master Portfolio		14.6
BlackRock Cash Funds: Institutional, SL Agency Shares		6.0
iShares iBoxx $ Investment Grade Corporate Bond ETF		5.4
BlackRock Tactical Opportunities Fund, Class K		5.1
iShares MSCI EAFE Small-Cap ETF		4.9
BlackRock Advantage Emerging Markets Fund, Class K		4.7
iShares TIPS Bond ETF		3.9
BlackRock Cash Funds: Treasury, SL Agency Shares		3.1
Advantage CoreAlpha Bond Master Portfolio		2.7

FUND   SUMMARY 15

Fund Summary   as of December 31, 2022  BlackRock LifePath^® Dynamic 2045 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2045 Fund (“LifePath^® Dynamic 2045 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2045 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2045 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2045 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2045 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2045 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2045 Fund Custom Benchmark is more representative of the sectors in which the LifePath Index 2045 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2045 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2045 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		13.5	%		N/A			N/A			N/A			N/A			N/A			N/A			3.9	%		9.1	%		24.8	%		46.7	%		2.0	%
01/01/14 to 12/31/14		12.5			N/A			N/A			N/A			N/A			N/A			N/A			3.9			10.1			25.9			45.6			2.0
01/01/15 to 12/31/15		1.8			N/A			N/A			N/A			N/A			N/A			0.2	%		4.2			13.4			29.6			48.8			2.0
01/01/16 to 12/31/16		2.3			N/A			N/A			N/A			N/A			N/A			0.2			4.3			13.6			29.8			48.0			1.8
01/01/17 to 12/31/17		3.4			N/A			N/A			N/A			N/A			N/A			0.3			4.3			14.4			29.9			46.7			1.0
01/01/18 to 12/31/18		4.0			N/A			N/A			N/A			N/A			N/A			0.4			N/A			15.0			30.6			48.9			1.1
01/01/19 to 12/31/19		3.0			N/A			N/A			N/A			N/A			N/A			1.4			N/A			4.6			38.5			50.5			2.0
01/01/20 to 12/31/20		4.3			N/A			N/A			N/A			N/A			N/A			1.6			N/A			4.5			37.6			50.5			1.5
01/01/21 to 12/31/21		5.3			N/A			N/A			N/A			N/A			N/A			1.9			N/A			4.5			36.6			50.6			1.1
01/01/22 to 12/31/22		3.1			0.0	%	��	0.0	%		2.1	%		0.3	%		1.0	%		2.2			N/A			4.4			33.3			52.5			1.1

See “About Fund Performance” for descriptions of the indexes.

16 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2045 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With  Sales  Charge
Institutional		(17.68	)%		N/A			5.13	%		N/A			7.58	%		N/A
Investor A		(17.89	)		(22.20	)%		4.86			3.74	%		7.31			6.73	%
Investor C		(18.51	)		(19.31	)		4.06			4.06			6.65			6.65
Class K		(17.44	)		N/A			5.38			N/A			7.86			N/A
Class R		(18.03	)		N/A			4.65			N/A			7.08			N/A
LifePath Dynamic 2045 Fund Custom Benchmark		(18.08	)		N/A			5.21			N/A			7.64			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2045 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2045. Effective November 7, 2016, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a Global Tactical Asset Allocation into its glidepath, (ii) increase the flexibility of its equity allocations and (iii) diversify its fixed-income strategies. Performance for the periods shown between December 14, 2015 and November 7, 2016 is based on the prior investment strategy. Effective December 14, 2015, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a dynamic glidepath and (ii) invest directly in securities and derivatives, as well as in underlying funds. Performance for the periods shown prior to December 14, 2015 is based on the prior investment strategy. Effective November 28, 2014, the Fund changed its glide path and target asset allocation to target higher levels of equity exposure for the LifePath Dynamic Fund throughout the glide path. Performance for the periods shown prior to November 28, 2014 is based on the prior glide path and target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION

Asset Type	Percent of Net Assets
Equity Funds		85.4	%
Money Market Funds		10.4
Fixed-Income Funds		8.7
Liabilities in Excess of Other Assets		(4.5	)

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Diversified Equity Master Portfolio		52.9	%
International Tilts Master Portfolio		15.7
BlackRock Cash Funds: Institutional, SL Agency Shares		5.5
iShares iBoxx $ Investment Grade Corporate Bond ETF		5.4
iShares MSCI EAFE Small-Cap ETF		5.3
BlackRock Tactical Opportunities Fund, Class K		5.0
BlackRock Cash Funds: Treasury, SL Agency Shares		4.9
BlackRock Advantage Emerging Markets Fund, Class K		3.9
iShares Developed Real Estate Index Fund, Class K		2.6
iShares TIPS Bond ETF		2.2

FUND   SUMMARY 17

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2050 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2050 Fund (“LifePath Dynamic 2050 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2050 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2050 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2050 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2050 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2050 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2050 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2050 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2050 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2050 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		8.2	%		N/A			N/A			N/A			N/A			N/A			N/A			4.0	%		10.1	%		26.3	%		49.6	%		1.8	%
01/01/14 to 12/31/14		8.2			N/A			N/A			N/A			N/A			N/A			N/A			3.9			11.0			27.3			47.8			1.8
01/01/15 to 12/31/15		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.2			13.7			29.9			49.2			2.0
01/01/16 to 12/31/16		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.4			14.1			30.3			48.4			1.8
01/01/17 to 12/31/17		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.3			15.3			30.9			47.5			1.0
01/01/18 to 12/31/18		1.2			N/A			N/A			N/A			N/A			N/A			N/A			N/A			16.0			31.7			50.1			1.0
01/01/19 to 12/31/19		1.0			N/A			N/A			N/A			N/A			N/A			0.4	%		N/A			4.8			39.9			52.0			1.9
01/01/20 to 12/31/20		1.3			N/A			N/A			N/A			N/A			N/A			0.5			N/A			4.7			39.5			52.7			1.3
01/01/21 to 12/31/21		1.6			N/A			N/A			N/A			N/A			N/A			0.6			N/A			4.7			38.8			53.3			1.0
01/01/22 to 12/31/22		1.0			0.0	%		0.0	%		1.0	%		0.0	%		0.0	%		0.8			N/A			4.7			35.6			55.9			1.0

See “About Fund Performance” for descriptions of the indexes.

18 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2050 Fund

Performance

		Average Annual Total Returns(a)(b)
		1 Year						5 Years						10 Years
		Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional			(18.71	)%		N/A			5.03	%		N/A			7.70	%		N/A
Investor A			(18.90	)		(23.16	)%		4.78			3.66	%		7.43			6.86	%
Investor C			(19.50	)		(20.29	)		3.97			3.97			6.76			6.76
Class K			(18.47	)		N/A			5.28			N/A			7.98			N/A
Class R			(19.05	)		N/A			4.57			N/A			7.20			N/A
LifePath Dynamic 2050 Fund Custom Benchmark			(18.34	)		N/A			5.40			N/A			7.91			N/A
Bloomberg U.S. Aggregate Bond Index			(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index			(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index			(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index			(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index			(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)			(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index			(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index			(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index			(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index	��		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2050 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2050. LifePath Dynamic 2050 Fund’s returns prior to March 31, 2018 are the returns of LifePath Dynamic 2050 Fund when its assets could be allocated to underlying funds that invest primarily in commodities. LifePath Dynamic 2050 Fund’s returns between December 14, 2015 and November 7, 2016 are the returns of LifePath Dynamic 2050 Fund when it incorporated different allocations in its glidepath and had a different investment strategy. LifePath Dynamic 2050 Fund’s returns prior to December 14, 2015 are the returns of LifePath Dynamic 2050 Fund under a different investment strategy. LifePath Dynamic 2050 Fund’s returns prior to November 28, 2014 are the returns of LifePath Dynamic 2050 Fund when it had a different target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Equity Funds		91.2	%
Money Market Funds		9.7
Fixed-Income Funds		4.3
Liabilities in Excess of Other Assets		(5.2	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		55.8	%
International Tilts Master Portfolio		16.4
BlackRock Cash Funds: Institutional, SL Agency Shares		5.9
iShares MSCI EAFE Small-Cap ETF		5.7
BlackRock Advantage Emerging Markets Fund, Class K		5.5
BlackRock Tactical Opportunities Fund, Class K		5.0
BlackRock Cash Funds: Treasury, SL Agency Shares		3.8
iShares Developed Real Estate Index Fund, Class K		2.8
iShares iBoxx $ Investment Grade Corporate Bond ETF		2.5
BlackRock High Yield Bond Portfolio, Class K		1.0

FUND   SUMMARY 19

Fund Summary   as of December 31, 2022  BlackRock LifePath^® Dynamic 2055 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2055 Fund (“LifePath Dynamic 2055 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2055 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

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

^(b)  The LifePath Dynamic 2055 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2055 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2055 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, 2022, the LifePath Dynamic 2055 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2055 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2055 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2055 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2055 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period	Bloomberg U.S. AggregateBond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
01/01/13 to 12/31/13		3.1	%		N/A			N/A			N/A			N/A			N/A			N/A			4.1	%		11.5	%		27.8	%		51.7	%		1.8	%
01/01/14 to 12/31/14		4.0			N/A			N/A			N/A			N/A			N/A			N/A			4.0			12.2			28.6			49.4			1.8
01/01/15 to 12/31/15		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.2			13.7			29.9			49.2			2.0
01/01/16 to 12/31/16		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.4			14.1			30.4			48.3			1.8
01/01/17 to 12/31/17		1.0			N/A			N/A			N/A			N/A			N/A			N/A			4.3			15.3			30.9			47.5			1.0
01/01/18 to 12/31/18		1.0			N/A			N/A			N/A			N/A			N/A			N/A			N/A			16.1			31.8			50.1			1.0
01/01/19 to 12/31/19		0.8			N/A			N/A			N/A			N/A			N/A			0.2	%		N/A			4.8			40.2			52.0			2.0
01/01/20 to 12/31/20		0.8			N/A			N/A			N/A			N/A			N/A			0.2			N/A			4.8			39.9			52.9			1.4
01/01/21 to 12/31/21		0.9			N/A			N/A			N/A			N/A			N/A			0.2			N/A			4.8			39.3			53.8			1.0
01/01/22 to 12/31/22		0.5			0.0	%		0.0	%		0.4	%		0.0	%		0.0	%		0.2			N/A			4.8			36.3			56.8			1.0

See “About Fund Performance” for descriptions of the indexes.

20 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2055 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(18.75	)%		N/A			5.17	%		N/A			7.86	%		N/A
Investor A		(18.90	)		(23.16	)%		4.92			3.80	%		7.60			7.02	%
Investor C		(19.53	)		(20.32	)		4.10			4.10			6.94			6.94
Class K		(18.49	)		N/A			5.43			N/A			8.18			N/A
Class R		(19.09	)		N/A			4.69			N/A			7.36			N/A
LifePath Dynamic 2055 Fund Custom Benchmark		(18.40	)		N/A			5.44			N/A			8.05			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			1.06			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.76			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.69			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			2.13			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			0.61			N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			0.80			N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			1.12			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			2.99			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			3.98			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			12.37			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			9.01			N/A

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

^(b)  LifePath Dynamic 2055 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors expecting to retire or begin withdrawing assets around the year 2055. Effective November 7, 2016, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a Global Tactical Asset Allocation into its glidepath, (ii) increase the flexibility of its equity allocations and (iii) diversify its fixed-income strategies. Performance for the periods shown between December 14, 2015 and November 7, 2016 is based on the prior investment strategy. Effective December 14, 2015, the LifePath Dynamic Fund changed its investment strategy to (i) incorporate a dynamic glidepath and (ii) invest directly in securities and derivatives, as well as in underlying funds. Performance for the periods shown prior to December 14, 2015 is based on the prior investment strategy. Effective November 28, 2014, the Fund changed its glide path and target asset allocation to target higher levels of equity exposure for the LifePath Dynamic Fund throughout the glide path. Performance for the periods shown prior to November 28, 2014 is based on the prior glide path and target asset allocation.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Equity Funds		91.3	%
Money Market Funds		11.7
Fixed-Income Funds		2.0
Liabilities in Excess of Other Assets		(5.0	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		56.2	%
International Tilts Master Portfolio		16.3
BlackRock Cash Funds: Treasury, SL Agency Shares		5.9
BlackRock Cash Funds: Institutional, SL Agency Shares		5.8
BlackRock Advantage Emerging Markets Fund, Class K		5.7
iShares MSCI EAFE Small-Cap ETF		5.3
BlackRock Tactical Opportunities Fund, Class K		4.9
iShares Developed Real Estate Index Fund, Class K		2.9
BlackRock High Yield Bond Portfolio, Class K		1.1
iShares iBoxx $ Investment Grade Corporate Bond ETF		0.7

FUND   SUMMARY 21

Fund Summary   as of December 31, 2022  BlackRock LifePath^® Dynamic 2060 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2060 Fund (“LifePath Dynamic 2060 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2060 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

The LifePath Dynamic Fund commenced operations on May 31, 2017.

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

^(b)  The LifePath Dynamic 2060 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2060 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2060 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, the LifePath Dynamic 2060 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2060 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2060 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2060 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2060 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period(a)	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			Bloomberg Commodity Index			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
05/31/17 to 12/31/17		1.0	%		N/A			N/A			N/A			N/A			N/A			N/A			4.3	%		15.3	%		30.9	%		47.5	%		1.0	%
01/01/18 to 12/31/18		1.0			N/A			N/A			N/A			N/A			N/A			N/A			N/A			16.1			31.8			50.1			1.0
01/01/19 to 12/31/19		1.0			N/A			N/A			N/A			N/A			N/A			0.1	%		N/A			4.8			40.1			52.0			2.0
01/01/20 to 12/31/20		0.9			N/A			N/A			N/A			N/A			N/A			0.1			N/A			4.8			39.9			52.9			1.4
01/01/21 to 12/31/21		0.9			N/A			N/A			N/A			N/A			N/A			0.1			N/A			4.8			39.3			53.9			1.0
01/01/22 to 12/31/22		0.6			0.0	%		0.0	%		0.4	%		0.0	%		0.0	%		0.1			N/A			4.8			36.3			56.8			1.0

^(a)  The LifePath Dynamic Fund commenced operations on May 31, 2017.

See “About Fund Performance” for descriptions of the indexes.

22 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2060 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						5 Years						Since Inception(c)
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(18.64	)%		N/A			4.90	%		N/A			6.46	%		N/A
Investor A		(18.88	)		(23.14	)%		4.62			3.50	%		6.18			5.16	%
Investor C		(19.48	)		(20.28	)		3.80			3.80			5.36			5.36
Class K		(18.51	)		N/A			5.12			N/A			6.68			N/A
Class R		(19.04	)		N/A			4.42			N/A			5.97			N/A
LifePath Dynamic 2060 Fund Custom Benchmark		(18.40	)		N/A			5.44			N/A			6.82			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			0.02			N/A			0.22			N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			1.08			N/A			1.16			N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			0.46			N/A			0.36			N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(0.77	)		N/A			0.44			N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(2.19	)		N/A			(1.39	)		N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(0.43	)		N/A			(0.26	)		N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			2.11			N/A			2.10			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(0.23	)		N/A			0.85			N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			0.85			N/A			2.85			N/A
Russell 1000® Index		(19.13	)		N/A			9.13			N/A			10.38			N/A
Russell 2000® Index		(20.44	)		N/A			4.13			N/A			5.98			N/A

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

^(b)  LifePath Dynamic 2060 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors planning to retire or begin withdrawing assets around the year 2060. LifePath Dynamic 2060 Fund’s returns prior to March 31, 2018 are the returns of LifePath Dynamic 2060 Fund when its assets could be allocated to underlying funds that invest primarily in commodities.

^(c)  The LifePath Dynamic Fund commenced operations on May 31, 2017.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Equity Funds		88.0	%
Money Market Funds		13.4
Fixed-Income Funds		1.9
Liabilities in Excess of Other Assets		(3.3	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		51.5	%
International Tilts Master Portfolio		15.7
BlackRock Cash Funds: Treasury, SL Agency Shares		9.3
BlackRock Advantage Emerging Markets Fund, Class K		5.4
BlackRock Tactical Opportunities Fund, Class K		4.7
BlackRock Cash Funds: Institutional, SL Agency Shares		4.1
iShares MSCI EAFE Small-Cap ETF		3.2
iShares MSCI Canada ETF		2.9
iShares Developed Real Estate Index Fund, Class K		2.8
iShares MSCI EAFE ETF		1.3

FUND   SUMMARY 23

Fund Summary   as of December 31, 2022 BlackRock LifePath^® Dynamic 2065 Fund

Investment Objective

The investment objective of BlackRock LifePath^® Dynamic 2065 Fund (“LifePath Dynamic 2065 Fund” or the “LifePath Dynamic Fund”) is to seek to provide for retirement outcomes based on quantitatively measured risk. In pursuit of this objective, LifePath Dynamic 2065 Fund will be broadly diversified across global asset classes, with asset allocations becoming more conservative over time.

GROWTH OF $10,000 INVESTMENT

The LifePath Dynamic Fund commenced operations on October 30, 2019.

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

^(b)  The LifePath Dynamic 2065 Fund compares its performance to that of a customized weighted index (the “LifePath Dynamic 2065 Fund Custom Benchmark”). Prior to July 29, 2022, the LifePath Dynamic 2065 Fund Custom Benchmark was comprised of the Bloomberg U.S. Aggregate Bond Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. EffectiveJuly 29, 2022, the LifePath Dynamic 2065 Fund Custom Benchmark was changed to remove Bloomberg U.S. Aggregate Bond Index and to add Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Intermediate Government Bond Index and Bloomberg U.S. Securitized: MBS, ABS and CMBS Index. The investment adviser believes that the updated LifePath Dynamic 2065 Fund Custom Benchmark is more representative of the sectors in which the LifePath Dynamic 2065 Fund invests. The investment adviser adjusts the weightings of the indexes in the LifePath Dynamic 2065 Fund Custom Benchmark periodically based upon its evaluation and adjustment of the LifePath Dynamic 2065 Fund’s asset allocation strategy. The weightings are presented annually but they are adjusted quarterly.

The LifePath Dynamic Fund’s custom benchmark consists of the following:

Period(a)	Bloomberg U.S. Aggregate Bond Index			Bloomberg U.S. Intermediate Credit Bond Index			Bloomberg U.S. Intermediate Government Bond Index			Bloomberg U.S. Long Credit Bond Index			Bloomberg U.S. Long Government Bond Index			Bloomberg U.S. Securitized: MBS, ABS and CMBS Index			Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L)			FTSE EPRA Nareit Developed Index			MSCI ACWI ex USA IMI Index			Russell 1000® Index			Russell 2000® Index
10/30/19 to 12/31/19		1.0	%		N/A			N/A			N/A			N/A			N/A			0.0	%		4.8	%		40.2	%		52.0	%		2.0	%
01/01/20 to 12/31/20		1.0			N/A			N/A			N/A			N/A			N/A			0.0			4.8			39.9			52.9			1.4
01/01/21 to 12/31/21		1.1			N/A			N/A			N/A			N/A			N/A			0.0			4.8			39.3			53.8			1.0
01/01/22 to 12/31/22		0.6			0.0	%		0.0	%		0.5	%		0.0	%		0.0	%		0.0			4.8			36.3			56.8			1.0

^(a)  The LifePath Dynamic Fund commenced operations on October 30, 2019.

See “About Fund Performance” for descriptions of the indexes.

24 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO   SHAREHOLDERS

Fund Summary   as of December 31, 2022 (continued) BlackRock LifePath^® Dynamic 2065 Fund

Performance

	Average Annual Total Returns(a)(b)
	1 Year						Since Inception(c)
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(18.55	)%		N/A			4.75	%		N/A
Investor A		(18.71	)		(22.98	)%		4.50			2.74	%
Investor C		(19.38	)		(20.17	)		3.70			3.70
Class K		(18.37	)		N/A			4.99			N/A
Class R		(18.92	)		N/A			4.26			N/A
LifePath Dynamic 2065 Fund Custom Benchmark		(18.40	)		N/A			5.36			N/A
Bloomberg U.S. Aggregate Bond Index		(13.01	)		N/A			(2.45	)		N/A
Bloomberg U.S. Intermediate Credit Bond Index		(9.10	)		N/A			(0.93	)		N/A
Bloomberg U.S. Intermediate Government Bond Index		(7.73	)		N/A			(1.27	)		N/A
Bloomberg U.S. Long Credit Bond Index		(25.29	)		N/A			(4.96	)		N/A
Bloomberg U.S. Long Government Bond Index		(29.19	)		N/A			(7.48	)		N/A
Bloomberg U.S. Securitized: MBS, ABS and CMBS Index		(11.67	)		N/A			(2.75	)		N/A
Bloomberg U.S. TIPS Index (Series-L)		(11.85	)		N/A			1.49			N/A
FTSE EPRA Nareit Developed Index		(25.09	)		N/A			(4.84	)		N/A
MSCI ACWI ex USA IMI Index		(16.58	)		N/A			1.91			N/A
Russell 1000® Index		(19.13	)		N/A			9.07			N/A
Russell 2000® Index		(20.44	)		N/A			4.98			N/A

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

^(b)  LifePath Dynamic 2065 Fund normally invests its assets in underlying funds according to an asset allocation strategy designed for investors planning to retire or begin withdrawing assets around the year 2065.

^(c)  The LifePath Dynamic Fund commenced operations on October 30, 2019.

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

Past performance is not an indication of future results.

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

PORTFOLIO ALLOCATION
Asset Type	Percent of Net Assets
Equity Funds		87.5	%
Money Market Funds		17.5
Fixed-Income Funds		2.0
Liabilities in Excess of Other Assets		(7.0	)

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Diversified Equity Master Portfolio		53.2	%
International Tilts Master Portfolio		12.8
BlackRock Cash Funds: Institutional, SL Agency Shares		8.8
BlackRock Cash Funds: Treasury, SL Agency Shares		8.7
BlackRock Advantage Emerging Markets Fund, Class K		5.4
BlackRock Tactical Opportunities Fund, Class K		4.9
iShares MSCI EAFE Small-Cap ETF		3.4
iShares MSCI Canada ETF		2.9
iShares Developed Real Estate Index Fund, Class K		2.6
iShares MSCI EAFE ETF		1.3

FUND   SUMMARY 25

About Fund Performance

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

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

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

Class R Shares are not subject to any sales charge. These shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. These shares are available only to certain employer-sponsored retirement plans.

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 LifePath Dynamic Funds’ 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 LifePath Dynamic Fund distributions or the redemption of LifePath Dynamic Fund shares. Figures shown in the performance tables 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 Fund Advisors (“BFA” or the “Manager”) and BlackRock Advisors, LLC (“BAL” or the “Administrator”), LifePath Dynamic Funds’ Manager and Administrator respectively, have contractually and/or voluntarily agreed to waive and/or reimburse a portion of each LifePath Dynamic Fund’s expenses. Without such waivers and/or reimbursements, each LifePath Dynamic Fund’s performance would have been lower. With respect to each LifePath Dynamic Fund’s voluntary waivers, if any, the Manager and Administrator are under no obligation to waive and/or reimburse or to continue waiving and/or reimbursing its fees and such voluntary waivers may be reduced or discontinued at any time. With respect to each LifePath Dynamic Fund’s contractual waivers, if any, the Manager and the Administrator are under no obligation to continue waiving and/or reimbursing their fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

The LifePath Dynamic Funds’ custom benchmarks are hypothetical representations of the performance of the respective LifePath Dynamic Fund’s asset classes according to their weightings as of the most recent quarter-end. The weightings of the various indexes that are included in the LifePath Dynamic Funds’ custom benchmarks are adjusted quarterly to reflect the LifePath Dynamic Funds’ changing asset allocations over time. As of December 31, 2022, the following indexes are used to calculate the LifePath Dynamic Funds’ custom benchmarks: Bloomberg U.S. Intermediate Credit Bond Index, Bloomberg U.S. Intermediate Government Bond Index, Bloomberg U.S. Long Credit Bond Index, Bloomberg U.S. Long Government Bond Index, Bloomberg U.S. Securitized: MBS, ABS and CMBS Index, Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L), FTSE EPRA Nareit Developed Index, MSCI ACWI ex USA IMI Index, Russell 1000^® Index and Russell 2000^® Index. Effective July 29, 2022, Bloomberg U.S. Aggregate Bond Index was removed from the LifePath Dynamic Funds’ custom benchmark.

The Bloomberg U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The Bloomberg U.S. Intermediate Credit Bond Index measures the investment grade, US dollar-denominated, fixed-rate, taxable corporate and government-related bond markets with a maturity greater than 1 year and less than 10 years. The Bloomberg U.S. Intermediate Government Bond Index includes US dollar-denominated, fixed-rate, nominal US Treasuries and US agency debentures with a maturity greater 1 year and less than 10 years. The Bloomberg U.S. Long Credit Bond Index measures the investment grade, US dollar-denominated, fixed-rate, taxable corporate and government-related bond markets with a maturity greater than 10 years. The Bloomberg U.S. Long Government Bond Index includes US dollar-denominated, fixed-rate, nominal US Treasuries and US agency debentures with a maturity greater than 10 years. The Bloomberg U.S. Securitized: MBS, ABS and CMBS Index measures the performance of residential mortgage backed securities issued by Government Sponsored Enterprises, asset backed securities and commercial mortgage backed securities. The Bloomberg U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L) is an unmanaged index that measures the performance of the inflation-protected public obligations of the U.S. Treasury. The FTSE EPRA Nareit Developed Index is a global market capitalization weighted index composed of listed real estate securities from developed market countries in North America, Europe, and Asia. The MSCI ACWI ex USA IMI Index is a free float-adjusted market capitalization weighted index that measures the equity market performance of the developed (excluding the U.S.) and emerging investable market universe. The Russell 1000^® Index is an index that measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market capitalization and current index membership. The Index represents approximately 93% of the U.S. market. The Russell 2000^® Index is an index that measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.

Disclosure of Expenses

Shareholders of each LifePath Dynamic Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense

26 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Disclosure of Expenses (continued)

examples shown (which are based on a hypothetical investment of $1,000 invested at the beginning of the period and held through the end of the period) are intended to assist shareholders both in calculating expenses based on an investment in each LifePath Dynamic Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense examples provide information about actual account values and actual expenses. 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 LifePath Dynamic Fund and share class under the heading entitled “Expenses Paid During the Period.”

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

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

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period (a)		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period (a)		Annualized Expense Ratio
LifePath Dynamic Retirement Fund
Institutional		$ 1,000.00		$ 998.40		$ 2.37		$ 1,000.00		$ 1,022.84		$ 2.40		0.47	%
Investor A		1,000.00		998.10		3.63		1,000.00		1,021.58		3.67		0.72
Investor C		1,000.00		992.90		7.38		1,000.00		1,017.80		7.48		1.47
Class K		1,000.00		999.50		1.11		1,000.00		1,024.10		1.12		0.22
Class R		1,000.00		996.20		4.63		1,000.00		1,020.57		4.69		0.92
LifePath Dynamic 2025 Fund
Institutional		1,000.00		999.60		2.47		1,000.00		1,022.74		2.50		0.49
Investor A		1,000.00		997.90		3.73		1,000.00		1,021.48		3.77		0.74
Investor C		1,000.00		994.50		7.49		1,000.00		1,017.69		7.58		1.49
Class K		1,000.00		1,000.40		1.21		1,000.00		1,024.00		1.22		0.24
Class R		1,000.00		997.00		4.78		1,000.00		1,020.42		4.84		0.95
LifePath Dynamic 2030 Fund
Institutional		1,000.00		1,007.30		2.43		1,000.00		1,022.79		2.45		0.48
Investor A		1,000.00		1,006.80		3.69		1,000.00		1,021.53		3.72		0.73
Investor C		1,000.00		1,003.10		7.47		1,000.00		1,017.74		7.53		1.48
Class K		1,000.00		1,008.20		1.11		1,000.00		1,024.10		1.12		0.22
Class R		1,000.00		1,004.80		4.70		1,000.00		1,020.52		4.74		0.93
LifePath Dynamic 2035 Fund
Institutional		1,000.00		1,010.10		2.33		1,000.00		1,022.89		2.35		0.46
Investor A		1,000.00		1,008.60		3.59		1,000.00		1,021.63		3.62		0.71
Investor C		1,000.00		1,004.80		7.38		1,000.00		1,017.85		7.43		1.46
Class K		1,000.00		1,011.40		1.06		1,000.00		1,024.15		1.07		0.21
Class R		1,000.00		1,007.80		4.66		1,000.00		1,020.57		4.69		0.92
LifePath Dynamic 2040 Fund
Institutional		1,000.00		1,018.20		2.29		1,000.00		1,022.94		2.29		0.45
Investor A		1,000.00		1,017.10		3.56		1,000.00		1,021.68		3.57		0.70
Investor C		1,000.00		1,013.00		7.41		1,000.00		1,017.85		7.43		1.46
Class K		1,000.00		1,019.50		1.02		1,000.00		1,024.20		1.02		0.20
Class R		1,000.00		1,015.70		4.62		1,000.00		1,020.62		4.63		0.91
LifePath Dynamic 2045 Fund
Institutional		1,000.00		1,022.10		2.29		1,000.00		1,022.94		2.29		0.45
Investor A		1,000.00		1,020.70		3.57		1,000.00		1,021.68		3.57		0.70
Investor C		1,000.00		1,016.80		7.37		1,000.00		1,017.90		7.38		1.45
Class K		1,000.00		1,023.90		1.02		1,000.00		1,024.20		1.02		0.20
Class R		1,000.00		1,020.10		4.63		1,000.00		1,020.62		4.63		0.91
LifePath Dynamic 2050 Fund
Institutional		1,000.00		1,020.70		2.39		1,000.00		1,022.84		2.40		0.47
Investor A		1,000.00		1,019.70		3.67		1,000.00		1,021.58		3.67		0.72
Investor C		1,000.00		1,015.50		7.47		1,000.00		1,017.80		7.48		1.47
Class K		1,000.00		1,022.30		1.12		1,000.00		1,024.10		1.12		0.22
Class R		1,000.00		1,018.70		4.68		1,000.00		1,020.57		4.69		0.92
LifePath Dynamic 2055 Fund
Institutional		1,000.00		1,021.90		2.40		1,000.00		1,022.84		2.40		0.47
Investor A		1,000.00		1,020.70		3.67		1,000.00		1,021.58		3.67		0.72
Investor C		1,000.00		1,016.90		7.47		1,000.00		1,017.80		7.48		1.47
Class K		1,000.00		1,023.60		1.12		1,000.00		1,024.10		1.12		0.22
Class R		1,000.00		1,019.40		4.68		1,000.00		1,020.57		4.69		0.92
LifePath Dynamic 2060 Fund
Institutional		1,000.00		1,022.20		2.34		1,000.00		1,022.89		2.35		0.46
Investor A		1,000.00		1,020.40		3.62		1,000.00		1,021.63		3.62		0.71
Investor C		1,000.00		1,016.80		7.42		1,000.00		1,017.85		7.43		1.46
Class K		1,000.00		1,023.10		1.02		1,000.00		1,024.20		1.02		0.20
Class R		1,000.00		1,019.50		4.63		1,000.00		1,020.62		4.63		0.91
LifePath Dynamic 2065 Fund
Institutional		1,000.00		1,023.30		2.29		1,000.00		1,022.94		2.29		0.45

DISCLOSURE  OF  EXPENSES 27

Disclosure of Expenses (continued)

	Actual						Hypothetical 5% Return
	Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period (a)		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period (a)		Annualized Expense Ratio
Investor A		$ 1,000.00		$ 1,023.30		$ 3.57		$ 1,000.00		$ 1,021.68		$ 3.57		0.70	%
Investor C		1,000.00		1,018.30		7.38		1,000.00		1,017.90		7.38		1.45
Class K		1,000.00		1,024.30		1.02		1,000.00		1,024.20		1.02		0.20
Class R		1,000.00		1,021.30		4.59		1,000.00		1,020.67		4.58		0.90

^(a)  For each class of the LifePath Dynamic Funds, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown).

28 2 0 2 2    BLACK ROCK    ANNUAL    REPORT   TO    SHAREHOLDERS

Derivative Financial Instruments

The LifePath Dynamic Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the LifePath Dynamic Funds must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The LifePath Dynamic Funds’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a LifePath Dynamic Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The LifePath Dynamic Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

DERIVATIVE  FINANCIAL  INSTRUMENTS 29

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic Retirement Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 39.6%
BlackRock Advantage Emerging Markets Fund, Class K		543,955	$	4,862,956
BlackRock Tactical Opportunities Fund, Class K		729,450		10,518,675
Diversified Equity Master Portfolio	$	44,883,274		44,883,274
International Tilts Master Portfolio	$	13,959,667		13,959,667
iShares Developed Real Estate Index Fund, Class K		103,959		925,233
iShares MSCI EAFE Small-Cap ETF(b)		89,072		5,030,786
				80,180,591
Fixed-Income Funds — 54.2%
Advantage CoreAlpha Bond Master Portfolio	$	36,823,399		36,823,399
BlackRock High Yield Bond Portfolio, Class K		345,439		2,293,716
iShares Core U.S. Aggregate Bond ETF(b)		279,942		27,151,575
iShares TIPS Bond ETF		149,232		15,884,254
Master Total Return Portfolio	$	27,630,376		27,630,376
				109,783,320

Security	Shares		Value
Money Market Funds — 10.9%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		10,167,424	$	10,170,474
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		12,049,934		12,049,934
				22,220,408
Total Investments — 104.7% (Cost: $152,956,433)				212,184,319
Liabilities in Excess of Other Assets — (4.7)%				(9,559,176	)
Net Assets — 100.0%			$	202,625,143

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio	$	55,070,280	$	—		$	(9,584,993	)(a)(b)	$	(4,417,480	)	$	(4,244,408	)	$	36,823,399	$	36,823,399	$	1,152,248		$	—
BlackRock Advantage Emerging Markets Fund, Class K		11,776,496		—			(3,993,504	)(a)		(646,360	)		(2,273,676	)		4,862,956		543,955		184,046			—
BlackRock Cash Funds: Institutional, SL Agency Shares		7,813,537		2,380,636	(a)		—			(25,670	)		1,971			10,170,474		10,167,424		37,869	(c)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		4,135,736		7,914,198	(a)		—			—			—			12,049,934		12,049,934		157,919			—
BlackRock High Yield Bond Portfolio, Class K		—		2,246,194	(a)		—			—			47,522			2,293,716		345,439		37,365			—
BlackRock Tactical Opportunities Fund, Class K		16,072,201		—			(5,825,912	)(a)		105,305			167,081			10,518,675		729,450		363,972			—
Diversified Equity Master Portfolio		69,392,534		—			(11,664,715	)(a)(b)		1,018,387			(13,862,932	)		44,883,274	$	44,883,274		577,506			—
International Tilts Master Portfolio		16,178,960		458,474	(a)(b)		—			(1,197,091	)		(1,480,676	)		13,959,667	$	13,959,667		458,474			—
iShares Core U.S. Aggregate Bond ETF		47,008,033		3,492,066			(16,978,657	)		(2,490,341	)		(3,879,526	)		27,151,575		279,942		791,280			—
iShares Developed Real Estate Index Fund, Class K		7,152,836		425,876			(4,831,209	)		(865,671	)		(956,599	)		925,233		103,959		51,875			—
iShares iBoxx $ Investment Grade Corporate Bond ETF(d)		5,297,885		—			(4,581,454	)		(792,205	)		75,774			—		—		63,031			—
iShares MSCI EAFE Small-Cap ETF		6,510,272		—			—			—			(1,479,486	)		5,030,786		89,072		100,204			—
iShares TIPS Bond ETF		24,067,634		710,001			(4,895,148	)		88,182			(4,086,415	)		15,884,254		149,232		1,276,047			—
Master Total Return Portfolio		39,411,367		—			(5,781,842	)(a)(b)		(2,754,579	)		(3,244,570	)		27,630,376	$	27,630,376		683,057			—
									$	(11,977,523	)	$	(35,215,940	)	$	212,184,319			$	5,934,893		$	—

^(a)  Represents net amount purchased (sold).

^(b)  Inclusive of income and expense allocated from the Master Portfolio.

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

^(d)  As of period end, the entity is no longer held.

30 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic Retirement Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		16		03/16/23	$	2,765	$	(98,546	)
MSCI EAFE Index		23		03/17/23		2,242		(55,218	)
MSCI Emerging Markets Index		63		03/17/23		3,022		(81,003	)
Russell 2000 E-Mini Index		75		03/17/23		6,641		(238,256	)
S&P 500 E-Mini Index		21		03/17/23		4,054		(143,353	)
S&P 500 Micro E-Mini Index		183		03/17/23		3,533		(37,831	)
10-Year U.S. Treasury Note		57		03/22/23		6,392		(33,153	)
U.S. Long Bond		26		03/22/23		3,242		(66,192	)
5-Year U.S. Treasury Note		81		03/31/23		8,734		(48,751	)
								(802,303	)
Short Contracts
Ultra U.S. Treasury Bond		5		03/22/23		668		1,611
							$	(800,692	)

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD     3,195,169	USD	2,375,460	Morgan Stanley & Co. International PLC		03/15/23	$	(14,338	)
USD          39,243	EUR	37,000	Deutsche Bank AG		03/15/23		(554	)
USD        205,323	JPY	27,289,000	Bank of America N.A.		03/15/23		(4,558	)
						$	(19,450	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit     Contracts		Equity Contracts		Foreign Currency     Exchange Contracts		Interest Rate Contracts		Other     Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	—	$	—	$	1,611	$	—	$	1,611
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	654,207	$	—	$	148,096	$	—	$	802,303
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		19,450		—		—		19,450
	$	—	$	—	$	654,207	$	19,450	$	148,096	$	—	$	821,753

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 31

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic Retirement Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit     Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other     Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(695,264	)	$	—		$	582,708		$	—	$	(112,556	)
Forward foreign currency exchange contracts		—		—		—			(444,327	)		—			—		(444,327	)
	$	—	$	—	$	(695,264	)	$	(444,327	)	$	582,708		$	—	$	(556,883	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(1,042,502	)	$	—		$	(120,032	)	$	—	$	(1,162,534	)
Forward foreign currency exchange contracts		—		—		—			(118,197	)		—			—		(118,197	)
	$	—	$	—	$	(1,042,502	)	$	(118,197	)	$	(120,032	)	$	—	$	(1,280,731	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	36,553,899
Average notional value of contracts — short	$	15,113,265
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	4,417,552
Average amounts sold — in USD	$	6,675,035

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	189,191
Forward foreign currency exchange contracts		—		19,450
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—		208,641
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(189,191	)
Total derivative assets and liabilities subject to an MNA	$	—	$	19,450

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash     Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Bank of America N.A.	$	4,558	$	—	$	—	$	—	$	4,558
Deutsche Bank AG		554		—		—		—		554
Morgan Stanley & Co. International PLC		14,338		—		—		—		14,338
	$	19,450	$	—	$	—	$	—	$	19,450

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

32 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic Retirement Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	21,337,650		$	—		$	—	$	21,337,650
Fixed-Income Funds		45,329,545			—			—		45,329,545
Money Market Funds		22,220,408			—			—		22,220,408
	$	88,887,603		$	—		$	—		88,887,603
Investments Valued at NAV(a)										123,296,716
									$	212,184,319
Derivative Financial Instruments(b)
Assets
Interest Rate Contracts	$	1,611		$	—		$	—	$	1,611
Liabilities
Equity Contracts		(654,207	)		—			—		(654,207	)
Foreign Currency Exchange Contracts		—			(19,450	)		—		(19,450	)
Interest Rate Contracts		(148,096	)		—			—		(148,096	)
	$	(800,692	)	$	(19,450	)	$	—	$	(820,142	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 33

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2025 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 44.6%
BlackRock Advantage Emerging Markets Fund, Class K		192,520	$	1,721,128
BlackRock Tactical Opportunities Fund, Class K		274,415		3,957,066
Diversified Equity Master Portfolio	$	20,677,976		20,677,976
International Tilts Master Portfolio	$	6,121,791		6,121,791
iShares Developed Real Estate Index Fund, Class K		11,233		99,974
iShares MSCI EAFE Small-Cap ETF(b)		33,192		1,874,683
				34,452,618
Fixed-Income Funds — 49.9%
Advantage CoreAlpha Bond Master Portfolio	$	12,933,897		12,933,897
BlackRock High Yield Bond Portfolio, Class K		115,217		765,042
iShares Core U.S. Aggregate Bond ETF(b)		98,403		9,544,108
iShares TIPS Bond ETF(b)		53,744		5,720,511
Master Total Return Portfolio	$	9,661,315		9,661,315
				38,624,873

Security	Shares		Value
Money Market Funds — 7.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		2,272,898	$	2,273,580
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		3,446,028		3,446,028
				5,719,608
Total Investments — 101.9% (Cost: $80,655,634)				78,797,099
Liabilities in Excess of Other Assets — (1.9)%				(1,457,306	)
Net Assets — 100.0%			$	77,339,793

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio	$	16,890,298	$	—		$	(1,009,226	)(a)(b)	$	(1,456,183	)	$	(1,490,992	)	$	12,933,897	$	12,933,897	$	390,066		$	—
BlackRock Advantage Emerging Markets Fund, Class K		5,962,749		—			(2,692,406	)(a)		(744,435	)		(804,780	)		1,721,128		192,520		65,159			—
BlackRock Cash Funds: Institutional, SL Agency Shares		5,472,571		—			(3,193,373	)(a)		(6,573	)		955			2,273,580		2,272,898		14,952(c	)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		4,272,517		—			(826,489	)(a)		—			—			3,446,028		3,446,028		41,518			—
BlackRock High Yield Bond Portfolio, Class K		—		746,032	(a)		—			2,839			16,171			765,042		115,217		13,458			—
BlackRock Tactical Opportunities Fund, Class K		5,969,512		—			(2,126,446	)(a)		35,197			78,803			3,957,066		274,415		136,924			—
Diversified Equity Master Portfolio		33,067,999		—			(6,269,985	)(a)(b)		(430,351	)		(5,689,687	)		20,677,976	$	20,677,976		274,936			—
International Tilts Master Portfolio		9,029,397		—			(1,245,366	)(a)(b)		(895,267	)		(766,973	)		6,121,791	$	6,121,791		250,736			—
iShares Core U.S. Aggregate Bond ETF		14,468,538		1,056,865			(3,832,823	)		(694,671	)		(1,453,801	)		9,544,108		98,403		272,466			—
iShares Developed Real Estate Index
Fund, Class K		2,723,889		201,493			(2,149,177	)		(285,162	)		(391,069	)		99,974		11,233		19,494			—
iShares iBoxx $ Investment Grade
Corporate Bond ETF(d)		1,359,523		—			(1,175,675	)		(192,041	)		8,193			—		—		16,175			—
iShares MSCI EAFE Small-Cap ETF		3,498,234		—			(746,803	)		(173,584	)		(703,164	)		1,874,683		33,192		53,843			—
iShares TIPS Bond ETF		8,664,023		1,065,549			(2,523,649	)		(288,415	)		(1,196,997	)		5,720,511		53,744		475,749			—
Master Total Return Portfolio		11,677,402		34,488	(a)(b)		—			(924,404	)		(1,126,171	)		9,661,315	$	9,661,315		226,777			—
									$	(6,053,050	)	$	(13,519,512	)	$	78,797,099			$	2,252,253		$	—

^(a)  Represents net amount purchased (sold).

^(b)  Inclusive of income and expense allocated from the Master Portfolio.

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

^(d)  As of period end, the entity is no longer held.

34 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2025 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		6		03/16/23	$	1,037	$	(36,953	)
MSCI EAFE Index		8		03/17/23		780		(19,206	)
MSCI Emerging Markets Index		45		03/17/23		2,159		(57,850	)
Russell 2000 E-Mini Index		25		03/17/23		2,214		(78,887	)
S&P 500 E-Mini Index		8		03/17/23		1,544		(54,611	)
S&P 500 Micro E-Mini Index		27		03/17/23		521		(998	)
10-Year U.S. Treasury Note		15		03/22/23		1,682		(8,724	)
U.S. Long Bond		12		03/22/23		1,496		(25,778	)
Ultra U.S. Treasury Bond		6		03/22/23		801		(15,293	)
5-Year U.S. Treasury Note		7		03/31/23		755		(11,658	)
							$	(309,958	)

Forward Foreign Currency Exchange Contracts

Currency Purchased	Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
JPY        3,359,000	USD	25,273	Bank of America N.A.		03/15/23	$	561
CAD       1,611,518	USD	1,197,796	Morgan Stanley & Co. International PLC		03/15/23		(6,938	)
USD            13,788	EUR	13,000	Deutsche Bank AG		03/15/23		(194	)
							(7,132	)
						$	(6,571	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit     Contracts		Equity Contracts		Foreign Currency     Exchange Contracts		Interest Rate     Contracts		Other     Contracts		Total
Assets — Derivative Financial Instruments
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts	$	—	$	—	$	—	$	561	$	—	$	—	$	561
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	248,505	$	—	$	61,453	$	—	$	309,958
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		7,132		—		—		7,132
	$	—	$	—	$	248,505	$	7,132	$	61,453	$	—	$	317,090

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 35

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2025 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit     Contracts		Equity Contracts			Foreign Currency     Exchange Contracts			Interest Rate     Contracts			Other     Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(22,069	)	$	—		$	163,158		$	—	$	141,089
Forward foreign currency exchange contracts		—		—		—			(192,807	)		—			—		(192,807	)
	$	—	$	—	$	(22,069	)	$	(192,807	)	$	163,158		$	—	$	(51,718	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(378,992	)	$	—		$	(77,414	)	$	—	$	(456,406	)
Forward foreign currency exchange contracts		—		—		—			(47,188	)		—			—		(47,188	)
	$	—	$	—	$	(378,992	)	$	(47,188	)	$	(77,414	)	$	—	$	(503,594	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	14,392,922
Average notional value of contracts — short	$	5,782,432
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	1,622,077
Average amounts sold — in USD	$	2,903,085

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	93,379
Forward foreign currency exchange contracts		561		7,132
Total derivative assets and liabilities in the Statements of Assets and Liabilities		561		100,511
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(93,379	)
Total derivative assets and liabilities subject to an MNA	$	561	$	7,132

The following table presents the LifePath Dynamic Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the LifePath Dynamic Fund:

Counterparty		Derivative Assets Subject to an MNA by   Counterparty		Derivatives Available for Offset		Non-Cash Collateral Received		Cash   Collateral Received		Net Amount of Derivative Assets	(a)(b)
Bank of America N.A.	$	561	$	—	$	—	$	—	$	561

Counterparty		Derivative Liabilities Subject to an MNA by   Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash   Collateral Pledged		Net Amount of Derivative Liabilities	(a)(c)
Deutsche Bank AG	$	194	$	—	$	—	$	—	$	194
Morgan Stanley & Co. International PLC		6,938		—		—		—		6,938
	$	7,132	$	—	$	—	$	—	$	7,132

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount receivable from the counterparty in the event of default.

^(c)  Net amount represents the net amount payable due to counterparty in the event of default.

36 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2025 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	7,652,851		$	—		$	—	$	7,652,851
Fixed-Income Funds		16,029,661			—			—		16,029,661
Money Market Funds		5,719,608			—			—		5,719,608
	$	29,402,120		$	—		$	—		29,402,120
Investments Valued at NAV(a)										49,394,979
									$	78,797,099
Derivative Financial Instruments(b)
Assets
Foreign Currency Exchange Contracts	$	—		$	561		$	—	$	561
Liabilities
Equity Contracts		(248,505	)		—			—		(248,505	)
Foreign Currency Exchange Contracts		—			(7,132	)		—		(7,132	)
Interest Rate Contracts		(61,453	)		—			—		(61,453	)
	$	(309,958	)	$	(6,571	)	$	—	$	(316,529	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 37

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2030 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 57.9%
BlackRock Advantage Emerging Markets Fund, Class K		983,705	$	8,794,319
BlackRock Tactical Opportunities Fund, Class K		882,961		12,732,302
Diversified Equity Master Portfolio	$	86,456,694		86,456,694
International Tilts Master Portfolio	$	26,770,164		26,770,164
iShares Developed Real Estate Index Fund, Class K		240,741		2,142,595
iShares MSCI EAFE Small-Cap ETF(b)		162,993		9,205,845
				146,101,919
Fixed-Income Funds — 38.5%
Advantage CoreAlpha Bond Master Portfolio	$	28,061,565		28,061,565
BlackRock High Yield Bond Portfolio, Class K		412,940		2,741,923
iShares Core U.S. Aggregate Bond ETF		213,893		20,745,482
iShares iBoxx $ Investment Grade Corporate Bond ETF		68,056		7,175,144
iShares TIPS Bond ETF		162,397		17,285,537
Master Total Return Portfolio	$	21,075,700		21,075,700
				97,085,351

Security	Shares		Value
Money Market Funds — 6.1%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		8,569,042	$	8,571,613
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		6,815,020		6,815,020
				15,386,633
Total Investments — 102.5% (Cost: $260,414,413)				258,573,903
Liabilities in Excess of Other Assets — (2.5)%				(6,205,703	)
Net Assets — 100.0%			$	252,368,200

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio		$35,607,173	$	—		$	(1,677,101	)(a)(b)	$	(2,911,391	)	$	(2,957,116	)	$	28,061,565	$	28,061,565	$	804,014		$	—
BlackRock Advantage Emerging Markets Fund, Class K		21,379,944		—			(7,084,848	)(a)		(1,821,171	)		(3,679,606	)		8,794,319		983,705		332,840			—
BlackRock Cash Funds: Institutional, SL Agency Shares		19,322,309		—			(10,733,369	)(a)		(20,159	)		2,832			8,571,613		8,569,042		40,213	(c)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		6,201,970		613,050	(a)		—			—			—			6,815,020		6,815,020		99,595			—
BlackRock High Yield Bond Portfolio, Class K		—		2,685,104	(a)		—			—			56,819			2,741,923		412,940		44,667			—
BlackRock Tactical Opportunities Fund, Class K		17,749,006		—			(5,348,843	)(a)		50,247			281,892			12,732,302		882,961		440,569			—
Diversified Equity Master Portfolio		116,363,571		—			(7,418,363	)(a)(b)		(456,935	)		(22,031,579	)		86,456,694	$	86,456,694		1,023,138			—
International Tilts Master Portfolio		34,138,077		—			(1,447,806	)(a)(b)		(2,948,781	)		(2,971,326	)		26,770,164	$	26,770,164		959,129			—
iShares Core U.S. Aggregate Bond ETF		30,329,651		—			(5,217,607	)		(925,978	)		(3,440,584	)		20,745,482		213,893		562,620			—
iShares Developed Real Estate Index Fund, Class K		10,114,689		472,974			(5,894,304	)		(1,475,979	)		(1,074,785	)		2,142,595		240,741		75,978			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		3,187,901		5,807,579			(676,618	)		(220,416	)		(923,302	)		7,175,144		68,056		173,501			—
iShares MSCI EAFE Small-Cap ETF		13,638,155		—			(1,201,453	)		(290,582	)		(2,940,275	)		9,205,845		162,993		209,913			—
iShares TIPS Bond ETF		21,841,777		3,331,966			(4,122,161	)		(272,403	)		(3,493,642	)		17,285,537		162,397		1,213,221			—
Master Total Return Portfolio		25,389,129		—			(299,701	)(a)(b)		(1,857,619	)		(2,156,109	)		21,075,700	$	21,075,700		462,757			—
									$	(13,151,167	)	$	(45,326,781	)	$	258,573,903			$	6,442,155		$	—

^(a)  Represents net amount purchased (sold).

^(b)  Inclusive of income and expense allocated from the Master Portfolio.

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

38 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2030 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		26		03/16/23	$	4,493	$	(160,140	)
MSCI EAFE Index		18		03/17/23		1,754		(43,214	)
MSCI Emerging Markets Index		128		03/17/23		6,140		(164,578	)
Russell 2000 E-Mini Index		63		03/17/23		5,578		(198,755	)
S&P 500 E-Mini Index		25		03/17/23		4,826		(170,659	)
S&P 500 Micro E-Mini Index		190		03/17/23		3,668		(20,107	)
10-Year U.S. Treasury Note		45		03/22/23		5,046		(26,173	)
U.S. Long Bond		17		03/22/23		2,120		(47,130	)
Ultra U.S. Treasury Bond		37		03/22/23		4,941		(28,982	)
							$	(859,738	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold			Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
CAD	5,498,116		USD	4,087,595	Morgan Stanley & Co. International PLC	03/15/23	$	(24,673	)
USD	44,545		EUR	42,000	Morgan Stanley & Co. International PLC	03/15/23		(630	)
USD	170,957		JPY	22,723,000	Bank of America N.A.	03/15/23		(3,807	)
							$	(29,110	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	757,453	$	—	$	102,285	$	—	$	859,738
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		29,110		—		—		29,110
	$	—	$	—	$	757,453	$	29,110	$	102,285	$	—	$	888,848

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 39

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2030 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	617,126		$	—		$	849,590		$	—	$	1,466,716
Forward foreign currency exchange contracts		—		—		—			(588,274	)		—			—		(588,274	)
	$	—	$	—	$	617,126		$	(588,274	)	$	849,590		$	—	$	878,442
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(1,150,388	)	$	—		$	(111,967	)	$	—	$	(1,262,355	)
Forward foreign currency exchange contracts		—		—		—			(96,705	)		—			—		(96,705	)
	$	—	$	—	$	(1,150,388	)	$	(96,705	)	$	(111,967	)	$	—	$	(1,359,060	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	40,670,947
Average notional value of contracts — short	$	16,367,813
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	5,745,968
Average amounts sold — in USD	$	10,231,799

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	—	��	$	266,915
Forward foreign currency exchange contracts		—			29,110
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—			296,025
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—			(266,915	)
Total derivative assets and liabilities subject to an MNA	$	—		$	29,110

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Bank of America N.A	$	3,807	$	—	$	—	$	—	$	3,807
Morgan Stanley & Co. International PLC		25,303		—		—		—		25,303
	$	29,110	$	—	$	—	$	—	$	29,110

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

40 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2030 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	32,875,061		$	—		$	—	$	32,875,061
Fixed-Income Funds		47,948,086			—			—		47,948,086
Money Market Funds		15,386,633			—			—		15,386,633
	$	96,209,780		$	—		$	—		96,209,780
Investments Valued at NAV(a)										162,364,123
									$	258,573,903
Derivative Financial Instruments(b)
Liabilities
Equity Contracts	$	(757,453	)	$	—		$	—	$	(757,453	)
Foreign Currency Exchange Contracts		—			(29,110	)		—		(29,110	)
Interest Rate Contracts		(102,285	)		—			—		(102,285	)
	$	(859,738	)	$	(29,110	)	$	—	$	(888,848	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 41

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2035 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 67.4%
BlackRock Advantage Emerging Markets Fund, Class K		531,054	$	4,747,624
BlackRock Tactical Opportunities Fund, Class K		379,522		5,472,714
Diversified Equity Master Portfolio	$	44,677,848		44,677,848
International Tilts Master Portfolio	$	13,143,743		13,143,743
iShares Developed Real Estate Index Fund, Class K		181,731		1,617,404
iShares MSCI EAFE Small-Cap ETF(b)		90,015		5,084,047
				74,743,380
Fixed-Income Funds — 26.4%
Advantage CoreAlpha Bond Master Portfolio	$	7,129,318		7,129,318
BlackRock High Yield Bond Portfolio, Class K		180,823		1,200,667
iShares Core U.S. Aggregate Bond ETF		54,372		5,273,540
iShares iBoxx $ Investment Grade Corporate Bond ETF		41,056		4,328,534
iShares TIPS Bond ETF		56,873		6,053,563
Master Total Return Portfolio	$	5,338,301		5,338,301
				29,323,923

Security	Shares		Value
Money Market Funds — 9.8%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		5,241,256	$	5,242,829
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		5,621,338		5,621,338
				10,864,167
Total Investments — 103.6% (Cost: $113,988,497)				114,931,470
Liabilities in Excess of Other Assets — (3.6)%				(4,045,562	)
Net Assets — 100.0%			$	110,885,908

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio	$	9,268,834	$	—		$	(519,012	)(a)(b)	$	(830,041	)	$	(790,463	)	$	7,129,318	$	7,129,318	$	219,977		$	—
BlackRock Advantage Emerging Markets Fund, Class K		11,148,347		—			(3,511,511	)(a)		(1,488,489	)		(1,400,723	)		4,747,624		531,054		179,682			—
BlackRock Cash Funds: Institutional, SL Agency Shares		2,730,475		2,516,641	(a)		—			(4,751	)		464			5,242,829		5,241,256		12,890	(c)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		6,179,482		—			(558,144	)(a)		—			—			5,621,338		5,621,338		80,371			—
BlackRock High Yield Bond Portfolio, Class K		—		1,175,786	(a)		—			—			24,881			1,200,667		180,823		19,559			—
BlackRock Tactical Opportunities Fund, Class K		6,960,939		—			(1,644,244	)(a)		14,068			141,951			5,472,714		379,522		189,369			—
Diversified Equity Master Portfolio		57,118,326		—			(999,855	)(a)(b)		(2,440,601	)		(9,000,022	)		44,677,848	$	44,677,848		523,185			—
International Tilts Master Portfolio		16,570,955		—			(568,543	)(a)(b)		(1,752,765	)		(1,105,904	)		13,143,743	$	13,143,743		466,025			—
iShares Core U.S. Aggregate Bond ETF		7,862,964		452,202			(1,850,842	)		(342,492	)		(848,292	)		5,273,540		54,372		150,632			—
iShares Developed Real Estate Index Fund, Class K		5,057,687		902,273			(3,019,358	)		(631,377	)		(691,821	)		1,617,404		181,731		40,905			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		916,111		4,728,795			(721,766	)		(229,654	)		(364,952	)		4,328,534		41,056		95,528			—
iShares MSCI EAFE Small-Cap ETF		6,579,196		—			—			—			(1,495,149	)		5,084,047		90,015		101,265			—
iShares TIPS Bond ETF		7,541,533		1,405,212			(1,560,169	)		(186,135	)		(1,146,878	)		6,053,563		56,873		426,533			—
Master Total Return Portfolio		6,463,902		11,908	(a)(b)		—			(522,088	)		(615,421	)		5,338,301	$	5,338,301		130,902			—
									$	(8,414,325	)	$	(17,292,329	)	$	114,931,470			$	2,636,823		$	—

^(a)  Represents net amount purchased (sold).

^(b)  Inclusive of income and expense allocated from the Master Portfolio.

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

42 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2035 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		14		03/16/23	$	2,419	$	(86,180	)
MSCI EAFE Index		10		03/17/23		975		(24,008	)
MSCI Emerging Markets Index		69	��	03/17/23		3,310		(88,718	)
Russell 2000 E-Mini Index		22		03/17/23		1,948		(69,421	)
S&P 500 E-Mini Index		11		03/17/23		2,124		(75,090	)
S&P 500 Micro E-Mini Index		143		03/17/23		2,761		(49,048	)
10-Year U.S. Treasury Note		19		03/22/23		2,131		(11,051	)
U.S. Long Bond		10		03/22/23		1,247		(26,683	)
Ultra U.S. Treasury Bond		18		03/22/23		2,404		(14,099	)
							$	(444,298	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD	2,958,099	USD	2,198,670	Morgan Stanley & Co. International PLC		03/15/23	$	(12,735	)
USD	28,636	EUR	27,000	Deutsche Bank AG		03/15/23		(404	)
USD	84,849	JPY	11,277,000	Bank of America N.A.		03/15/23		(1,884	)
							$	(15,023	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	392,465	$	—	$	51,833	$	—	$	444,298
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		15,023		—		—		15,023
	$	—	$	—	$	392,465	$	15,023	$	51,833	$	—	$	459,321

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 43

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2035 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(111,944	)	$	—		$	572,007		$	—	$	460,063
Forward foreign currency exchange contracts		—		—		—			(257,690	)		—			—		(257,690	)
	$	—	$	—	$	(111,944	)	$	(257,690	)	$	572,007		$	—	$	202,373
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(594,471	)	$	—		$	(51,778	)	$	—	$	(646,249	)
Forward foreign currency exchange contracts		—		—		—			(48,478	)		—			—		(48,478	)
	$	—	$	—	$	(594,471	)	$	(48,478	)	$	(51,778	)	$	—	$	(694,727	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	19,332,767
Average notional value of contracts — short	$	6,290,499
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	2,570,828
Average amounts sold — in USD	$	4,856,452

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	138,812
Forward foreign currency exchange contracts		—		15,023
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—		153,835
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(138,812	)
Total derivative assets and liabilities subject to an MNA	$	—	$	15,023

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Bank of America N.A	$	1,884	$	—	$	—	$	—	$	1,884
Deutsche Bank AG		404		—		—		—		404
Morgan Stanley & Co. International PLC		12,735		—		—		—		12,735
	$	15,023	$	—	$	—	$	—	$	15,023

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

44 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2035 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	16,921,789		$	—		$	—	$	16,921,789
Fixed-Income Funds		16,856,304			—			—		16,856,304
Money Market Funds		10,864,167			—			—		10,864,167
	$	44,642,260		$	—		$	—		44,642,260
Investments Valued at NAV(a)										70,289,210
									$	114,931,470
Derivative Financial Instruments(b)
Liabilities
Equity Contracts	$	(392,465	)	$	—		$	—	$	(392,465	)
Foreign Currency Exchange Contracts		—			(15,023	)		—		(15,023	)
Interest Rate Contracts		(51,833	)		—			—		(51,833	)
	$	(444,298	)	$	(15,023	)	$	—	$	(459,321	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 45

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2040 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 79.1%
BlackRock Advantage Emerging Markets Fund, Class K		1,196,614	$	10,697,725
BlackRock Tactical Opportunities Fund, Class K		809,532		11,673,447
Diversified Equity Master Portfolio	$	110,498,719		110,498,719
International Tilts Master Portfolio	$	33,710,252		33,710,252
iShares Developed Real Estate Index Fund, Class K		481,067		4,281,498
iShares MSCI EAFE Small-Cap ETF(b)		201,125		11,359,539
				182,221,180
Fixed-Income Funds — 17.1%
Advantage CoreAlpha Bond Master Portfolio	$	6,271,174		6,271,174
BlackRock High Yield Bond Portfolio, Class K		365,372		2,426,072
iShares Core U.S. Aggregate Bond ETF(b)		48,030		4,658,430
iShares iBoxx $ Investment Grade Corporate Bond ETF		118,225		12,464,462
iShares TIPS Bond ETF		84,151		8,957,032
Master Total Return Portfolio	$	4,692,680		4,692,680
				39,469,850

Security	Shares		Value
Money Market Funds — 9.1%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		13,784,692	$	13,788,827
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		7,202,351		7,202,351
				20,991,178
Total Investments — 105.3% (Cost: $221,012,094)				242,682,208
Liabilities in Excess of Other Assets — (5.3)%				(12,126,081	)
Net Assets — 100.0%			$	230,556,127

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio	$	11,010,625	$	—		$	(3,109,858	)(a)(b)	$	(889,720	)	$	(739,873	)	$	6,271,174	$	6,271,174	$	218,599		$	—
BlackRock Advantage Emerging Markets Fund, Class K		27,271,662		—			(9,445,377	)(a)		(2,325,859	)		(4,802,701	)		10,697,725		1,196,614		404,896			—
BlackRock Cash Funds: Institutional, SL Agency Shares		2,808,483		10,984,691	(a)		—			(6,831	)		2,484			13,788,827		13,784,692		30,365	(c)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		8,643,640		—			(1,441,289	)(a)		—			—			7,202,351		7,202,351		76,515			—
BlackRock High Yield Bond Portfolio, Class K		—		2,375,785	(a)		—			—			50,287			2,426,072		365,372		39,522			—
BlackRock Tactical Opportunities Fund, Class K		14,827,225		—			(3,467,278	)(a)		42,737			270,763			11,673,447		809,532		403,930			—
Diversified Equity Master Portfolio		137,197,917		1,003,804	(a)(b)		—			(2,756,673	)		(24,946,329	)		110,498,719	$	110,498,719		1,278,360			—
International Tilts Master Portfolio		41,922,691		—			(1,026,370	)(a)(b)		(3,794,397	)		(3,391,672	)		33,710,252	$	33,710,252		1,180,400			—
iShares Core U.S. Aggregate Bond ETF		9,086,814		—			(3,262,885	)		(475,051	)		(690,448	)		4,658,430		48,030		145,977			—
iShares Developed Real Estate Index Fund, Class K		12,510,663		1,044,866			(6,096,245	)		(1,361,666	)		(1,816,120	)		4,281,498		481,067		103,161			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		1,493,103		13,220,269			(850,617	)		(277,098	)		(1,121,195	)		12,464,462		118,225		250,335			—
iShares MSCI EAFE Small-Cap ETF		16,281,821		—			(1,101,573	)		(294,822	)		(3,525,887	)		11,359,539		201,125		250,604			—
iShares TIPS Bond ETF		10,785,358		1,372,230			(1,256,100	)		(51,406	)		(1,893,050	)		8,957,032		84,151		628,581			—
Master Total Return Portfolio		8,151,206		—			(2,293,733	)(a)(b)		(541,564	)		(623,229	)		4,692,680	$	4,692,680		137,745			—
									$	(12,732,350	)	$	(43,226,970)		$	242,682,208			$	5,148,990		$	—

^(a)  Represents net amount purchased (sold).

^(b)  Inclusive of income and expense allocated from the Master Portfolio.

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

46 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2040 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		33		03/16/23	$	5,703	$	(203,254	)
MSCI EAFE Index		8		03/17/23		780		(19,206	)
MSCI Emerging Markets Index		178		03/17/23		8,539		(228,867	)
Russell 2000 E-Mini Index		33		03/17/23		2,922		(104,131	)
S&P 500 E-Mini Index		23		03/17/23		4,440		(157,006	)
S&P 500 Micro E-Mini Index		202		03/17/23		3,900		(33,019	)
10-Year U.S. Treasury Note		39		03/22/23		4,373		(22,684	)
Ultra U.S. Treasury Bond		25		03/22/23		3,338		(47,830	)
							$	(815,997	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold			Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
CAD	8,203,945		USD	6,099,254	Morgan Stanley & Co. International PLC	03/15/23	$	(36,816	)
USD	246,256		CAD	335,000	Bank of America N.A.	03/15/23		(1,298	)
USD	39,242		EUR	37,000	Morgan Stanley & Co. International PLC	03/15/23		(554	)
USD	155,966		JPY	20,729,000	Bank of America N.A.	03/15/23		(3,462	)
							$	(42,130	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	745,483	$	—	$	70,514	$	—	$	815,997
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		42,130		—		—		42,130
	$	—	$	—	$	745,483	$	42,130	$	70,514	$	—	$	858,127

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 47

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2040 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	178,980		$	—		$	1,536,660		$	—	$	1,715,640
Forward foreign currency exchange contracts		—		—		—			(684,607	)		—			—		(684,607	)
	$	—	$	—	$	178,980		$	(684,607	)	$	1,536,660		$	—	$	1,031,033
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(1,152,078	)	$	—		$	(54,014	)	$	—	$	(1,206,092	)
Forward foreign currency exchange contracts		—		—		—			(125,170	)		—			—		(125,170	)
	$	—	$	—	$	(1,152,078	)	$	(125,170	)	$	(54,014	)	$	—	$	(1,331,262	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	34,420,358
Average notional value of contracts — short	$	12,758,773
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	5,436,911
Average amounts sold — in USD	$	11,646,483

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	—		$	278,418
Forward foreign currency exchange contracts		—	��		42,130
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—			320,548
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—			(278,418	)
Total derivative assets and liabilities subject to an MNA	$	—		$	42,130

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Bank of America N.A	$	4,760	$	—	$	—	$	—	$	4,760
Morgan Stanley & Co. International PLC		37,370		—		—		—		37,370
	$	42,130	$	—	$	—	$	—	$	42,130

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

48 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2040 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	38,012,209		$	—		$	—	$	38,012,209
Fixed-Income Funds		28,505,996			—			—		28,505,996
Money Market Funds		20,991,178			—			—		20,991,178
	$	87,509,383		$	—		$	—		87,509,383
Investments Valued at NAV(a)										155,172,825
									$	242,682,208
Derivative Financial Instruments(b)
Liabilities
Equity Contracts	$	(745,483	)	$	—		$	—	$	(745,483	)
Foreign Currency Exchange Contracts		—			(42,130	)		—		(42,130	)
Interest Rate Contracts		(70,514	)		—			—		(70,514	)
	$	(815,997	)	$	(42,130	)	$	—	$	(858,127	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 49

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2045 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 85.4%
BlackRock Advantage Emerging Markets Fund, Class K		392,122	$	3,505,569
BlackRock Tactical Opportunities Fund, Class K		309,717		4,466,115
Diversified Equity Master Portfolio	$	47,496,004		47,496,004
International Tilts Master Portfolio	$	14,037,452		14,037,452
iShares Developed Real Estate Index Fund, Class K		266,202		2,369,198
iShares MSCI EAFE Small-Cap ETF(b)		83,858		4,736,300
				76,610,638
Fixed-Income Funds — 8.7%
BlackRock High Yield Bond Portfolio, Class K		148,583		986,590
iShares iBoxx $ Investment Grade Corporate Bond ETF(b)		46,069		4,857,055
iShares TIPS Bond ETF		18,686		1,988,938
				7,832,583

Security	Shares		Value
Money Market Funds — 10.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		4,919,084	$	4,920,559
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		4,374,799		4,374,799
				9,295,358
Total Investments — 104.5% (Cost: $90,378,549)				93,738,579
Liabilities in Excess of Other Assets — (4.5)%				(4,033,072	)
Net Assets — 100.0%			$	89,705,507

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio(a)	$	1,551,682	$	—		$	(1,524,767	)(b)(c)	$	(89,512	)	$	62,597		$	—	$	—	$	19,317		$	—
BlackRock Advantage Emerging Markets Fund, Class K		12,207,963		—			(5,386,402	)(b)		(2,303,071	)		(1,012,921	)		3,505,569		392,122		132,725			—
BlackRock Cash Funds: Institutional, SL Agency Shares		8,373,082		—			(3,448,858	)(b)		(4,262	)		597			4,920,559		4,919,084		8,926	(d)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		3,338,716		1,036,083	(b)		—			—			—			4,374,799		4,374,799		62,588			—
BlackRock High Yield Bond Portfolio, Class K		—		966,142	(b)		—			—			20,448			986,590		148,583		16,072			—
BlackRock Tactical Opportunities Fund, Class K		5,541,674		—			(1,204,100	)(b)		8,011			120,530			4,466,115		309,717		154,538			—
Diversified Equity Master Portfolio		60,217,695		—			(84,968	)(b)(c)		(3,711,251	)		(8,925,472	)		47,496,004	$	47,496,004		564,472			—
International Tilts Master Portfolio		17,360,706		—			(281,673	)(b)(c)		(1,974,013	)		(1,067,568	)		14,037,452	$	14,037,452		489,066			—
iShares Core U.S. Aggregate Bond ETF(a)		1,137,606		—			(1,037,683	)		(134,379	)		34,456			—		—		10,321			—
iShares Developed Real Estate Index Fund, Class K		5,426,822		766,387			(2,411,521	)		(538,578	)		(873,912	)		2,369,198		266,202		47,194			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		311,024		5,805,517			(702,997	)		(135,908	)		(420,581	)		4,857,055		46,069		97,694			—
iShares MSCI EAFE Small-Cap ETF		6,734,220		—			(421,406	)		(193,546	)		(1,382,968	)		4,736,300		83,858		103,651			—
iShares TIPS Bond ETF		2,197,692		215,409			—			—			(424,163	)		1,988,938		18,686		138,422			—
Master Total Return Portfolio(a)		1,053,452		—			(1,133,089	)(b)(c)		(37,113	)		116,750			—	$	—		7,765			—
									$	(9,113,622	)	$	(13,752,207	)	$	93,738,579			$	1,852,751		$	—

^(a)  As of period end, the entity is no longer held.

^(b)  Represents net amount purchased (sold).

^(c)  Inclusive of income and expense allocated from the Master Portfolio.

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

50 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2045 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		14		03/16/23	$	2,419	$	(86,229	)
MSCI EAFE Index		11		03/17/23		1,072		(26,408	)
MSCI Emerging Markets Index		100		03/17/23		4,797		(128,511	)
Russell 2000 E-Mini Index		10		03/17/23		885		(31,555	)
S&P 500 E-Mini Index		9		03/17/23		1,737		(61,437	)
S&P 500 Micro E-Mini Index		115		03/17/23		2,220		(35,669	)
10-Year U.S. Treasury Note		16		03/22/23		1,794		(9,306	)
Ultra U.S. Treasury Bond		2		03/22/23		267		(8,285	)
							$	(387,400	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold			Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD	3,145,995		USD	2,338,641	Morgan Stanley & Co. International PLC		03/15/23	$	(13,857	)
USD	91,151		CAD	124,000	Bank of America N.A.		03/15/23		(480	)
USD	26,515		EUR	25,000	Morgan Stanley & Co. International PLC		03/15/23		(375	)
USD	60,873		JPY	8,091,000	Bank of America N.A.		03/15/23		(1,356	)
								$	(16,068	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	369,809	$	—	$	17,591	$	—	$	387,400
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		16,068		—		—		16,068
	$	—	$	—	$	369,809	$	16,068	$	17,591	$	—	$	403,468

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 51

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2045 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(56,420	)	$	—		$	536,562		$	—	$	480,142
Forward foreign currency exchange contracts		—		—		—			(273,368	)		—			—		(273,368	)
	$	—	$	—	$	(56,420	)	$	(273,368	)	$	536,562		$	—	$	206,774
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(551,280	)	$	—		$	(5,017	)	$	—	$	(556,297	)
Forward foreign currency exchange contracts		—		—		—			(51,602	)		—			—		(51,602	)
	$	—	$	—	$	(551,280	)	$	(51,602	)	$	(5,017	)	$	—	$	(607,899	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	15,968,085
Average notional value of contracts — short	$	2,988,072
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	2,305,203
Average amounts sold — in USD	$	4,874,521

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	130,110
Forward foreign currency exchange contracts		—		16,068
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—		146,178
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(130,110	)
Total derivative assets and liabilities subject to an MNA	$	—	$	16,068

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Bank of America N.A	$	1,836	$	—	$	—	$	—	$	1,836
Morgan Stanley & Co. International PLC		14,232		—		—		—		14,232
	$	16,068	$	—	$	—	$	—	$	16,068

^(a) Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b) Net amount represents the net amount payable due to counterparty in the event of default.

52 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2045 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	15,077,182		$	—		$	—	$	15,077,182
Fixed-Income Funds		7,832,583			—			—		7,832,583
Money Market Funds		9,295,358			—			—		9,295,358
	$	32,205,123		$	—		$	—		32,205,123
Investments Valued at NAV(a)										61,533,456
									$	93,738,579
Derivative Financial Instruments(b)
Liabilities
Equity Contracts	$	(369,809	)	$	—		$	—	$	(369,809	)
Foreign Currency Exchange Contracts		—			(16,068	)		—		(16,068	)
Interest Rate Contracts		(17,591	)		—			—		(17,591	)
	$	(387,400	)	$	(16,068	)	$	—	$	(403,468	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 53

Schedule of Investments   December 31, 2022 BlackRock LifePath^® Dynamic 2050 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 91.2%
BlackRock Advantage Emerging Markets Fund, Class K		790,648	$	7,068,394
BlackRock Tactical Opportunities Fund, Class K		440,794		6,356,244
Diversified Equity Master Portfolio	$	71,371,959		71,371,959
International Tilts Master Portfolio	$	21,042,731		21,042,731
iShares Developed Real Estate Index Fund, Class K		396,335		3,527,378
iShares MSCI EAFE Small-Cap ETF(b)		129,104		7,291,794
				116,658,500
Fixed-Income Funds — 4.3%
BlackRock High Yield Bond Portfolio, Class K		201,392		1,337,245
iShares iBoxx $ Investment Grade Corporate Bond ETF		29,803		3,142,130
iShares TIPS Bond ETF		9,578		1,019,482
				5,498,857

Security	Shares		Value
Money Market Funds — 9.7%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		7,518,057	$	7,520,313
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		4,925,239		4,925,239
				12,445,552
Total Investments — 105.2% (Cost: $115,813,735)				134,602,909
Liabilities in Excess of Other Assets — (5.2)%				(6,691,485	)
Net Assets — 100.0%			$	127,911,424

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio(a)	$	627,347	$	—		$	(569,324	)(b)(c)	$	(35,668	)	$	(22,355	)	$	—	$	—	$	7,778		$	—
BlackRock Advantage Emerging Markets Fund, Class K		18,575,551		—			(6,688,767	)(b)		(2,566,146	)		(2,252,244	)		7,068,394		790,648		267,538			—
BlackRock Cash Funds: Institutional, SL Agency Shares		320,339		7,202,653	(b)		—			(2,710	)		31			7,520,313		7,518,057		10,698	(d)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		10,214,291		—			(5,289,052	)(b)		—			—			4,925,239		4,925,239		118,404			—
BlackRock High Yield Bond Portfolio, Class K		—		1,309,520	(b)		—			—			27,725			1,337,245		201,392		21,785			—
BlackRock Tactical Opportunities Fund,
Class K		—		6,296,954	(b)		—			1,058			58,232			6,356,244		440,794		219,942			—
Diversified Equity Master Portfolio		92,923,674		—			(2,637,925	)(b)(c)		(4,500,649	)		(14,413,141	)		71,371,959	$	71,371,959		856,601			—
International Tilts Master Portfolio		25,941,682		—			(455,608	)(b)(c)		(2,613,579	)		(1,829,764	)		21,042,731	$	21,042,731		730,972			—
iShares Core U.S. Aggregate Bond ETF(a)		1,310,779		—			(1,195,645	)		(126,851	)		11,717			—		—		11,893			—
iShares Developed Real Estate Index Fund, Class K		8,365,119		686,583			(3,398,757	)		(749,412	)		(1,376,155	)		3,527,378		396,335		71,325			—
iShares iBoxx $ Investment Grade
Corporate Bond ETF		314,470		3,412,866			(238,019	)		(75,641	)		(271,546	)		3,142,130		29,803		62,583			—
iShares MSCI EAFE Small-Cap ETF		10,297,358		—			(599,784	)		(265,598	)		(2,140,182	)		7,291,794		129,104		158,493			—
iShares TIPS Bond ETF		1,032,437		168,853			—			—			(181,808	)		1,019,482		9,578		59,959			—
Master Total Return Portfolio(a)		467,731		—			(478,691	)(b)(c)		(16,479	)		27,439			—	$	—		3,447			—
									$	(10,951,675	)	$	(22,362,051	)	$	134,602,909			$	2,601,418		$	—

^(a) As of period end, the entity is no longer held.

^(b) Represents net amount purchased (sold).

^(c) Inclusive of income and expense allocated from the Master Portfolio.

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

54 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2050 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		21		03/16/23	$	3,629	$	(129,343	)
MSCI EAFE Index		17		03/17/23		1,657		(39,215	)
MSCI Emerging Markets Index		120		03/17/23		5,756		(154,192	)
Russell 2000 E-Mini Index		15		03/17/23		1,328		(47,333	)
S&P 500 E-Mini Index		13		03/17/23		2,510		(88,743	)
S&P 500 Micro E-Mini Index		223		03/17/23		4,305		(80,895	)
10-Year U.S. Treasury Note		21		03/22/23		2,355		(12,214	)
								(551,935	)
Short Contracts
Ultra U.S. Treasury Bond		4		03/22/23		534		3,098
							$	(548,837	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold			Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
CAD	4,791,444		USD	3,561,344	Morgan Stanley & Co. International PLC	03/15/23	$	(20,628	)
USD	218,486		EUR	206,000	Deutsche Bank AG	03/15/23		(3,085	)
							$	(23,713	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	—	$	—	$	3,098	$	—	$	3,098
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	539,721	$	—	$	12,214	$	—	$	551,935
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		��		23,713		—		—		23,713
	$	—	$	—	$	539,721	$	23,713	$	12,214	$	—	$	575,648

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 55

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2050 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(275,251	)	$	—		$	(32,342	)	$	—	$	(307,593	)
Forward foreign currency exchange contracts		—		—		—			(443,307	)		—			—		(443,307	)
	$	—	$	—	$	(275,251	)	$	(443,307	)	$	(32,342	)	$	—	$	(750,900	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(708,408	)	$	—		$	(9,116	)	$	—	$	(717,524	)
Forward foreign currency exchange contracts		—		—		—			(76,401	)		—			—		(76,401	)
	$	—	$	—	$	(708,408	)	$	(76,401	)	$	(9,116	)	$	—	$	(793,925	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	15,772,466
Average notional value of contracts — short	$	1,003,355
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	3,094,559
Average amounts sold — in USD	$	7,038,227

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	5,125		$	175,046
Forward foreign currency exchange contracts		—			23,713
Total derivative assets and liabilities in the Statements of Assets and Liabilities		5,125			198,759
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(5,125	)		(175,046	)
Total derivative assets and liabilities subject to an MNA	$	—		$	23,713

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Deutsche Bank AG	$	3,085	$	—	$	—	$	—	$	3,085
Morgan Stanley & Co. International PLC		20,628		—		—		—		20,628
	$	23,713	$	—	$	—	$	—	$	23,713

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

56 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2050 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	24,243,810		$	—		$	—	$	24,243,810
Fixed-Income Funds		5,498,857			—			—		5,498,857
Money Market Funds		12,445,552			—			—		12,445,552
	$	42,188,219		$	—		$	—		42,188,219
Investments Valued at NAV(a)										92,414,690
									$	134,602,909
Derivative Financial Instruments(b)
Assets
Interest Rate Contracts	$	3,098		$	—		$	—	$	3,098
Liabilities
Equity Contracts		(539,721	)		—			—		(539,721	)
Foreign Currency Exchange Contracts		—			(23,713	)		—		(23,713	)
Interest Rate Contracts		(12,214	)		—			—		(12,214	)
	$	(548,837	)	$	(23,713	)	$	—	$	(572,550	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 57

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2055 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 91.3%
BlackRock Advantage Emerging Markets Fund, Class K		397,632	$	3,554,832
BlackRock Tactical Opportunities Fund, Class K		211,104		3,044,115
Diversified Equity Master Portfolio	$	34,929,927		34,929,927
International Tilts Master Portfolio	$	10,109,696		10,109,696
iShares Developed Real Estate Index Fund, Class K		201,494		1,793,301
iShares MSCI EAFE Small-Cap ETF(b)		58,524		3,305,435
				56,737,306
Fixed-Income Funds — 2.0%
BlackRock High Yield Bond Portfolio, Class K		98,743		655,652
iShares iBoxx $ Investment Grade Corporate Bond ETF(b)		4,269		450,081
iShares TIPS Bond ETF		1,139		121,235
				1,226,968

Security	Shares		Value
Money Market Funds — 11.7%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		3,577,658	$	3,578,731
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		3,678,707		3,678,707
				7,257,438
Total Investments — 105.0% (Cost: $62,605,215)				65,221,712
Liabilities in Excess of Other Assets — (5.0)%				(3,090,987	)
Net Assets — 100.0%			$	62,130,725

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio(a)	$	202,531	$	—		$	(186,065	)(b)(c)	$	(11,600	)	$	(4,866	)	$	—	$	—	$	2,543		$	—
BlackRock Advantage Emerging Markets Fund, Class K		8,960,966		—			(2,957,002	)(b)		(1,638,341	)		(810,791	)		3,554,832		397,632		134,556			—
BlackRock Cash Funds: Institutional, SL Agency Shares		4,934,355		—			(1,355,046	)(b)		(1,200	)		622			3,578,731		3,577,658		3,818	(d)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		7,640,006		—			(3,961,299	)(b)		—			—		��	3,678,707		3,678,707		82,486			—
BlackRock High Yield Bond Portfolio, Class K		—		642,064	(b)		—			—			13,588			655,652		98,743		10,681			—
BlackRock Tactical Opportunities Fund, Class K		—		3,015,330	(b)		—			897			27,888			3,044,115		211,104		105,331			—
Diversified Equity Master Portfolio		43,149,867		1,092,875	(b)(c)		—			(3,464,880	)		(5,847,935	)		34,929,927	$	34,929,927		424,009			—
International Tilts Master Portfolio		12,088,942		58,831	(b)(c)		—			(1,394,802	)		(643,275	)		10,109,696	$	10,109,696		341,573			—
iShares Core U.S. Aggregate Bond ETF(a)		480,961		—			(438,715	)		(48,948	)		6,702			—		—		4,364			—
iShares Developed Real Estate Index Fund, Class K		3,937,332		929,869			(2,002,523	)		(464,734	)		(606,643	)		1,793,301		201,494		35,979			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		135,303		698,710			(288,408	)		(56,067	)		(39,457	)		450,081		4,269		13,000			—
iShares MSCI EAFE Small-Cap ETF		4,689,966		—			(287,267	)		(131,940	)		(965,324	)		3,305,435		58,524		72,186			—
iShares TIPS Bond ETF		147,159		—			—			—			(25,924	)		121,235		1,139		8,438			—
Master Total Return Portfolio(a)		136,828		—			(140,371	)(b)(c)		(4,821	)		8,364			—	$	—		1,006			—
									$	(7,216,436	)	$	(8,887,051	)	$	65,221,712			$	1,239,970		$	—

^(a)  As of period end, the entity is no longer held.

^(b)  Represents net amount purchased (sold).

^(c)  Inclusive of income and expense allocated from the Master Portfolio.

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

58 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2055 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index		10		03/16/23	$	1,728	$	(61,590	)
MSCI EAFE Index		15		03/17/23		1,462		(36,012	)
MSCI Emerging Markets Index		56		03/17/23		2,686		(71,930	)
Russell 2000 E-Mini Index		7		03/17/23		620		(22,088	)
S&P 500 E-Mini Index		6		03/17/23		1,158		(40,958	)
S&P 500 Micro E-Mini Index		126		03/17/23		2,432		(60,731	)
10-Year U.S. Treasury Note		11		03/22/23		1,234		(6,398	)
								(299,707	)
Short Contracts
Ultra U.S. Treasury Bond		3		03/22/23		401		2,323
							$	(297,384	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD	2,155,734	USD	1,602,510	Morgan Stanley & Co. International PLC		03/15/23	$	(9,495	)
USD	103,940	EUR	98,000	Deutsche Bank AG		03/15/23		(1,468	)
							$	(10,963	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	—	$	—	$	2,323	$	—	$	2,323
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	293,309	$	—	$	6,398	$	—	$	299,707
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		10,963		—		—		10,963
	$	—	$	—	$	293,309	$	10,963	$	6,398	$	—	$	310,670

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

SCHEDULE   OF   INVESTMENTS 59

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2055 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(544,228	)	$	—		$	1,564		$	—	$	(542,664	)
Forward foreign currency exchange contracts		—		—		—			(221,105	)		—			—		(221,105	)
	$	—	$	—	$	(544,228	)	$	(221,105	)	$	1,564		$	—	$	(763,769	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(419,172	)	$	—		$	(4,075	)	$	—	$	423,247	)
Forward foreign currency exchange contracts		—		—		—			(37,876	)		—			—		(37,876	)
	$	—	$	—	$	(419,172	)	$	(37,876	)	$	(4,075	)	$	—	$	(461,123	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	10,447,704
Average notional value of contracts — short	$	565,529
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	1,500,882
Average amounts sold — in USD	$	3,480,084

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	89,538
Forward foreign currency exchange contracts		—		10,963
Total derivative assets and liabilities in the Statements of Assets and Liabilities		—		100,501
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(89,538	)
Total derivative assets and liabilities subject to an MNA	$	—	$	10,963

The following table presents the LifePath Dynamic Fund’s derivative liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral pledged by the LifePath Dynamic Fund:

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(b)
Deutsche Bank AG	$	1,468	$	—	$	—	$	—	$	1,468
Morgan Stanley & Co. International PLC		9,495		—		—		—		9,495
	$	10,963	$	—	$	—	$	—	$	10,963

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount payable due to counterparty in the event of default.

60 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2055 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	11,697,683		$	—		$	—	$	11,697,683
Fixed-Income Funds		1,226,968			—			—		1,226,968
Money Market Funds		7,257,438			—			—		7,257,438
	$	20,182,089		$	—		$	—		20,182,089
Investments Valued at NAV(a)										45,039,623
									$	65,221,712
Derivative Financial Instruments(b)
Assets
Interest Rate Contracts	$	2,323		$	—		$	—	$	2,323
Liabilities
Equity Contracts		(293,309	)		—			—		(293,309	)
Foreign Currency Exchange Contracts		—			(10,963	)		—		(10,963	)
Interest Rate Contracts		(6,398	)		—			—		(6,398	)
	$	(297,384	)	$	(10,963	)	$	—	$	(308,347	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULE   OF   INVESTMENTS 61

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2060 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 88.0%
BlackRock Advantage Emerging Markets Fund, Class K		96,478	$	862,511
BlackRock Tactical Opportunities Fund, Class K		52,387		755,425
Diversified Equity Master Portfolio	$	8,261,583		8,261,583
International Tilts Master Portfolio	$	2,513,942		2,513,942
iShares Developed Real Estate Index Fund, Class K		49,765		442,911
iShares MSCI Canada ETF(b)		14,137		462,704
iShares MSCI EAFE ETF(b)		3,295		216,284
iShares MSCI EAFE Small-Cap ETF(b)		9,051		511,200
iShares Russell 2000 ETF(b)		418		72,882
				14,099,442
Fixed-Income Funds — 1.9%
BlackRock High Yield Bond Portfolio, Class K		23,759		157,759
iShares iBoxx $ Investment Grade Corporate Bond ETF		1,385		146,021
iShares TIPS Bond ETF		70		7,451
				311,231

Security	Shares		Value
Money Market Funds — 13.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		652,633	$	652,829
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		1,488,220		1,488,220
				2,141,049
Total Investments — 103.3% (Cost: $15,874,542)				16,551,722
Liabilities in Excess of Other Assets — (3.3)%				(522,714	)
Net Assets — 100.0%			$	16,029,008

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio(a)	$	44,304	$	—		$	(38,623	)(b)(c)	$	(2,547	)	$	(3,134	)	$	—	$	—	$	578		$	—
BlackRock Advantage Emerging Markets Fund, Class K		2,243,016		—			(755,109	)(b)		(477,918	)		(147,478	)		862,511		96,478		32,576			—
BlackRock Cash Funds: Institutional, SL Agency Shares		29,974		622,941	(b)		—			(306	)		220			652,829		652,633		4,395	(d)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		985,996		502,224	(b)		—			—			—			1,488,220		1,488,220		22,081			—
BlackRock High Yield Bond Portfolio, Class K		—		154,491	(b)		—			—			3,268			157,759		23,759		2,552			—
BlackRock Tactical Opportunities Fund, Class K		—		748,289	(b)		—			215			6,921			755,425		52,387		26,140			—
Diversified Equity Master Portfolio		11,090,476		—			(428,058	)(b)(c)		(1,102,565	)		(1,298,270	)		8,261,583	$	8,261,583		108,064			—
International Tilts Master Portfolio		2,913,606		82,714	(b)(c)		—			(359,761	)		(122,617	)		2,513,942	$	2,513,942		82,525			—
iShares Core U.S. Aggregate Bond ETF(a)		167,356		—			(152,658	)		(16,873	)		2,175			—		—		1,518			—
iShares Developed Real Estate Index Fund, Class K		1,009,671		411,659			(701,460	)		(141,645	)		(135,314	)		442,911		49,765		9,860			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		29,552		225,224			(81,336	)		(15,040	)		(12,379	)		146,021		1,385		3,886			—
iShares MSCI Canada ETF		523,993		190,537			(159,356	)		(18,597	)		(73,873	)		462,704		14,137		11,425			—
iShares MSCI EAFE ETF		—		193,432			—			—			22,852			216,284		3,295		884			—
iShares MSCI EAFE Small-Cap ETF		1,154,822		—			(380,632	)		(144,326	)		(118,664	)		511,200		9,051		15,959			—
iShares Russell 2000 ETF		168,172		41,399			(92,870	)		(7,354	)		(36,465	)		72,882		418		1,546			—

62 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2060 Fund

Affiliated Issuer	Value at 12/31/21		Purchases at Cost		Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income		Capital Gain Distributions from Underlying Funds
iShares TIPS Bond ETF	$	9,044	$	—	$	—		$	—		$	(1,593	)	$	7,451		70	$	519	$	—
Master Total Return Portfolio(a)		16,426		—		(16,521	)(b)(c)		(579	)		674			—	$	—		119		—
								$	(2,287,296	)	$	(1,913,677	)	$	16,551,722			$	324,627	$	—

^(a)  As of period end, the entity is no longer held.

^(b)  Represents net amount purchased (sold).

^(c)  Inclusive of income and expense allocated from the Master Portfolio.

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
MSCI EAFE Index		6		03/17/23	$	585	$	(11,862	)
MSCI Emerging Markets Index		15		03/17/23		720		(16,569	)
Russell 2000 E-Mini Index		1		03/17/23		89		(3,155	)
S&P 500 Micro E-Mini Index		81		03/17/23		1,564		(43,445	)
10-Year U.S. Treasury Note		3		03/22/23		336		(1,745	)
								(76,776	)
Short Contracts
Ultra U.S. Treasury Bond		1		03/22/23		134		774
							$	(76,002	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
USD	47,577	CAD	64,000	Bank of America N.A.		03/15/23	$	284
CAD	22,000	USD	16,295	Bank of America N.A.		03/15/23		(38	)
USD	24,395	EUR	23,000	Standard Chartered Bank		03/15/23		(344	)
								(382	)
							$	(98	)

SCHEDULE   OF   INVESTMENTS 63

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2060 Fund

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	—	$	—	$	774	$	—	$	774
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts		—		—		—		284		—		—		284
	$	—	$	—	$	—	$	284	$	774	$	—	$	1,058
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	75,031	$	—	$	1,745	$	—	$	76,776
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		382		—		—		382
	$	—	$	—	$	75,031	$	382	$	1,745	$	—	$	77,158

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(89,773	)	$	—		$	(858	)	$	—	$	(90,631	)
Forward foreign currency exchange contracts		—		—		—			(25,436	)		—			—		(25,436	)
	$	—	$	—	$	(89,773	)	$	(25,436	)	$	(858	)	$	—	$	(116,067	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(89,274	)	$	—		$	(971	)	$	—	$	(90,245	)
Forward foreign currency exchange contracts		—		—		—			(331	)		—			—		(331	)
	$	—	$	—	$	(89,274	)	$	(331	)	$	(971	)	$	—	$	(90,576	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	2,616,972
Average notional value of contracts — short	$	129,653
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	407,088
Average amounts sold — in USD	$	385,721

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

64 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2060 Fund

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	1,281		$	25,073
Forward foreign currency exchange contracts		284			382
Total derivative assets and liabilities in the Statements of Assets and Liabilities		1,565			25,455
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(1,281	)		(25,073	)
Total derivative assets and liabilities subject to an MNA	$	284		$	382

The following table presents the LifePath Dynamic Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the LifePath Dynamic Fund:

Counterparty		Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Received		Cash Collateral Received		Net Amount of Derivative Assets	(b)(c)
Bank of America N.A	$	284	$	(38	)	$	—	$	—	$	246

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(b)(d)
Bank of America N.A	$	38	$	(38	)	$	—	$	—	$	—
Standard Chartered Bank		344		—			—		—		344
	$	382	$	(38	)	$	—	$	—	$	344

^(a)  The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA.

^(b)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(c)  Net amount represents the net amount receivable from the counterparty in the event of default.

^(d)  Net amount represents the net amount payable due to counterparty in the event of default.

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2		Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	3,323,917		$	—	$	—	$	3,323,917
Fixed-Income Funds		311,231			—		—		311,231
Money Market Funds		2,141,049			—		—		2,141,049
	$	5,776,197		$	—	$	—		5,776,197
Investments Valued at NAV(a)									10,775,525
								$	16,551,722
Derivative Financial Instruments(b)
Assets
Foreign Currency Exchange Contracts	$	—		$	284	$	—	$	284
Interest Rate Contracts		774			—		—		774
Liabilities
Equity Contracts		(75,031	)		—		—		(75,031	)

SCHEDULE   OF   INVESTMENTS 65

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2060 Fund

Fair Value Hierarchy as of Period End (continued)

	Level 1			Level 2			Level 3		Total
Liabilities (continued)
Foreign Currency Exchange Contracts	$	—		$	(382	)	$	—	$	(382	)
Interest Rate Contracts		(1,745	)		—			—		(1,745	)
	$	(76,002	)	$	(98	)	$	—	$	(76,100	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

66 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments December 31, 2022 BlackRock LifePath^® Dynamic 2065 Fund (Percentages shown are based on Net Assets)

Security	Shares/ Investment Value		Value
Investment Companies(a)
Equity Funds — 87.5%
BlackRock Advantage Emerging Markets Fund, Class K		36,825	$	329,216
BlackRock Tactical Opportunities Fund, Class K		20,867		300,901
Diversified Equity Master Portfolio	$	3,260,123		3,260,123
International Tilts Master Portfolio	$	783,503		783,503
iShares Developed Real Estate Index Fund, Class K		17,716		157,669
iShares MSCI Canada ETF(b)		5,489		179,655
iShares MSCI EAFE ETF(b)		1,248		81,919
iShares MSCI EAFE Small-Cap ETF(b)		3,641		205,643
iShares Russell 2000 ETF(b)		346		60,329
				5,358,958
Fixed-Income Funds — 2.0%
BlackRock High Yield Bond Portfolio, Class K		9,154		60,781
iShares iBoxx $ Investment Grade Corporate Bond ETF		484		51,028
Master Total Return Portfolio	$	10,043		10,043
				121,852

Security	Shares		Value
Money Market Funds — 17.5%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)		540,793	$	540,955
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)		533,437		533,437
				1,074,392
Total Investments — 107.0% (Cost: $6,259,561)				6,555,202
Liabilities in Excess of Other Assets — (7.0)%				(431,126	)
Net Assets — 100.0%			$	6,124,076

^(a)  Affiliate of the Fund.

^(b)  All or a portion of this security is on loan.

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

^(d)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the LifePath Dynamic Fund during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares/ Investment Value Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
Advantage CoreAlpha Bond Master Portfolio(a)	$	17,289	$	—		$	(15,471	)(b)(c)	$	(960	)	$	(858	)	$	—	$	—	$	216		$	—
BlackRock Advantage Emerging Markets Fund, Class K		770,169		—			(235,077	)(b)		(116,218	)		(89,658	)		329,216		36,825		12,436			—
BlackRock Cash Funds: Institutional, SL Agency Shares		11,449		529,594	(b)		—			(204	)		116			540,955		540,793		1,628	(d)		—
BlackRock Cash Funds: Treasury, SL Agency Shares		449,277		84,160	(b)		—			—			—			533,437		533,437		5,315			—
BlackRock High Yield Bond Portfolio, Class K		—		59,523	(b)		—			—			1,258			60,781		9,154		1,004			—
BlackRock Tactical Opportunities Fund, Class K		—		298,112	(b)		—			32			2,757			300,901		20,867		10,412			—
Diversified Equity Master Portfolio		3,713,727		337,046	(b)(c)		—			(281,824	)		(508,826	)		3,260,123	$	3,260,123		36,345			—
International Tilts Master Portfolio		1,025,426		—			(58,837	)(b)(c)		(116,092	)		(66,994	)		783,503	$	783,503		29,226			—
iShares Core U.S. Aggregate Bond ETF(a)		58,067		—			(52,967	)		(6,444	)		1,344			—		—		527			—
iShares Developed Real Estate Index Fund, Class K		342,280		89,921			(184,052	)		(49,221	)		(41,259	)		157,669		17,716		3,108			—
iShares iBoxx $ Investment Grade Corporate Bond ETF		11,264		77,138			(29,015	)		(4,168	)		(4,191	)		51,028		484		1,390			—
iShares MSCI Canada ETF		186,462		24,206			—			—			(31,013	)		179,655		5,489		4,213			—
iShares MSCI EAFE ETF		—		73,257			—			—			8,662			81,919		1,248		335			—
iShares MSCI EAFE Small-Cap ETF		387,742		201,281			(266,453	)		(74,083	)		(42,844	)		205,643		3,641		8,325			—
iShares Russell 2000 ETF		56,725		16,830			—			—			(13,226	)		60,329		346		858			—
Master Total Return Portfolio		11,651		47	(b)(c)		—			(185	)		(1,470	)		10,043	$	10,043		47			—
									$	(649,367	)	$	(786,202	)	$	6,555,202			$	115,385		$	—

^(a)  As of period end, the entity is no longer held.

^(b)  Represents net amount purchased (sold).

^(c)  Inclusive of income and expense allocated from the Master Portfolio.

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

SCHEDULE   OF   INVESTMENTS 67

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2065 Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
MSCI EAFE Index		4		03/17/23	$	390	$	(9,603	)
MSCI Emerging Markets Index		6		03/17/23		288		(7,715	)
S&P 500 Micro E-Mini Index		27		03/17/23		521		(15,101	)
10-Year U.S. Treasury Note		1		03/22/23		112		(582	)
							$	(33,001	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD	9,000	USD	6,593	Goldman Sachs International		03/15/23	$	58
USD	22,299	CAD	30,000	Bank of America N.A.		03/15/23		130
								188
USD	8,486	EUR	8,000	Morgan Stanley & Co. International PLC		03/15/23		(119	)
							$	69

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts	$	—	$	—	$	—	$	188	$	—	$	—	$	188
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	32,419	$	—	$	582	$	—	$	33,001
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		119		—		—		119
	$	—	$	—	$	32,419	$	119	$	582	$	—	$	33,120

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

68 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2065 Fund

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	58,403		$	—		$	—		$	—	$	58,403
Forward foreign currency exchange contracts		—		—		—			(4,377	)		—			—		(4,377	)
	$	—	$	—	$	58,403		$	(4,377	)	$	—		$	—	$	54,026
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(38,867	)	$	—		$	(582	)	$	—	$	(39,449	)
Forward foreign currency exchange contracts		—		—		—			123			—			—		123
	$	—	$	—	$	(38,867	)	$	123		$	(582	)	$	—	$	(39,326	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	710,345
Average notional value of contracts — short	$	29,622
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	114,804
Average amounts sold — in USD	$	98,928

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

Derivative Financial Instruments — Offsetting as of Period End

The LifePath Dynamic Fund’s derivative assets and liabilities (by type) were as follows:

	Assets		Liabilities
Derivative Financial Instruments
Futures contracts	$	—	$	10,125
Forward foreign currency exchange contracts		188		119
Total derivative assets and liabilities in the Statements of Assets and Liabilities		188		10,244
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		(10,125	)
Total derivative assets and liabilities subject to an MNA	$	188	$	119

The following table presents the LifePath Dynamic Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the LifePath Dynamic Fund:

Counterparty		Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Received		Cash Collateral Received		Net Amount of Derivative Assets	(a)(b)
Bank of America N.A	$	130	$	—	$	—	$	—	$	130
Goldman Sachs International		58		—		—		—		58
	$	188	$	—	$	—	$	—	$	188

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset		Non-Cash Collateral Pledged		Cash Collateral Pledged		Net Amount of Derivative Liabilities	(a)(c)
Morgan Stanley & Co. International PLC	$	119	$	—	$	—	$	—	$	119

^(a)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(b)  Net amount represents the net amount receivable from the counterparty in the event of default.

^(c)  Net amount represents the net amount payable due to counterparty in the event of default.

SCHEDULE   OF   INVESTMENTS 69

Schedule of Investments  (continued) December 31, 2022 BlackRock LifePath^® Dynamic 2065 Fund

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 LifePath Dynamic Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2			Level 3		Total
Assets
Investments
Investment Companies
Equity Funds	$	1,315,332		$	—		$	—	$	1,315,332
Fixed-Income Funds		111,809			—			—		111,809
Money Market Funds		1,074,392			—			—		1,074,392
	$	2,501,533		$	—		$	—		2,501,533
Investments Valued at NAV(a)										4,053,669
									$	6,555,202
Derivative Financial Instruments(b)
Assets
Foreign Currency Exchange Contracts	$	—		$	188		$	—	$	188
Liabilities
Equity Contracts		(32,419	)		—			—		(32,419	)
Foreign Currency Exchange Contracts		—			(119	)		—		(119	)
Interest Rate Contracts		(582	)		—			—		(582	)
	$	(33,001	)	$	69		$	—	$	(32,932	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts and forward foreign currency exchange contracts. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

70 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Assets and Liabilities

December 31, 2022

	BlackRock LifePath® Dynamic Retirement Fund		BlackRock LifePath® Dynamic 2025 Fund			BlackRock LifePath® Dynamic 2030 Fund			BlackRock LifePath® Dynamic 2035 Fund
ASSETS
Investments, at value — affiliated(a)(b)	$	212,184,319	$	78,797,099		$	258,573,903		$	114,931,470
Cash pledged for futures contracts		1,520,000		599,000			1,745,000			884,000
Foreign currency, at value(c)		618,529		281,999			904,413			388,167
Receivables:
Securities lending income — affiliated		2,161		1,175			4,275			1,092
Capital shares sold		282,187		77,400			456,977			139,761
Dividends — affiliated		51,516		15,222			40,982			23,424
Unrealized appreciation on forward foreign currency exchange contracts		—		561			—			—
Total assets		214,658,712		79,772,456			261,725,550			116,367,914
LIABILITIES
Collateral on securities loaned		10,173,508		2,274,949			8,572,187			5,243,374
Payables:
Investments purchased		13,039		4,349			15,587			6,825
Administration fees		39,614		7,346			46,103			10,791
Capital shares redeemed		1,524,941		5,662			350,194			25,752
Investment advisory fees		17,003		6,280			15,777			5,735
Trustees’ and Officer’s fees		1,745		1,601			1,816			1,609
Professional fees		24,921		24,374			25,708			24,369
Service and distribution fees		30,157		7,591			33,953			9,716
Variation margin on futures contracts		189,191		93,379			266,915			138,812
Unrealized depreciation on forward foreign currency exchange contracts		19,450		7,132			29,110			15,023
Total liabilities		12,033,569		2,432,663			9,357,350			5,482,006
NET ASSETS	$	202,625,143	$	77,339,793		$	252,368,200		$	110,885,908
NET ASSETS CONSIST OF
Paid-in capital	$	149,449,147	$	84,947,947		$	272,394,962		$	116,543,847
Accumulated earnings (loss)		53,175,996		(7,608,154	)		(20,026,762	)		(5,657,939	)
NET ASSETS	$	202,625,143	$	77,339,793		$	252,368,200		$	110,885,908
(a) Investments, at cost — affiliated	$	152,956,433	$	80,655,634		$	260,414,413		$	113,988,497
(b) Securities loaned, at value	$	9,892,914	$	2,207,906		$	8,330,405		$	5,084,047
(c)  Foreign currency, at cost	$	597,034	$	282,761		$	907,136		$	386,903

FINANCIAL  STATEMENTS 71

Statements of Assets and Liabilities  (continued)

December 31, 2022

	BlackRock LifePath® Dynamic Retirement Fund		BlackRock LifePath® Dynamic 2025 Fund		BlackRock LifePath® Dynamic 2030 Fund		BlackRock LifePath® Dynamic 2035 Fund
NET ASSET VALUE
Institutional
Net assets	$	36,437,670	$	6,563,201	$	40,745,558	$	10,486,070
Shares outstanding		3,974,657		544,671		3,499,505		795,199
Net asset value	$	9.17	$	12.05	$	11.64	$	13.19
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Investor A
Net assets	$	116,172,701	$	18,334,733	$	133,739,604	$	24,670,258
Shares outstanding		15,187,944		1,540,395		12,206,558		1,883,036
Net asset value	$	7.65	$	11.90	$	10.96	$	13.10
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Investor C
Net assets	$	1,584,656	$	2,170,138	$	2,358,782	$	3,065,853
Shares outstanding		177,001		184,509		209,536		238,555
Net asset value	$	8.95	$	11.76	$	11.26	$	12.85
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Class K
Net assets	$	43,137,688	$	46,517,878	$	70,367,359	$	68,520,457
Shares outstanding		4,725,129		3,902,758		6,054,767		5,106,911
Net asset value	$	9.13	$	11.92	$	11.62	$	13.42
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Class R
Net assets	$	5,292,428	$	3,753,843	$	5,156,897	$	4,143,270
Shares outstanding		586,756		316,354		451,803		316,864
Net asset value	$	9.02	$	11.87	$	11.41	$	13.08
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value

72 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Assets and Liabilities  (continued)

December 31, 2022

	BlackRock LifePath® Dynamic 2040 Fund		BlackRock LifePath® Dynamic 2045 Fund			BlackRock LifePath® Dynamic 2050 Fund		BlackRock LifePath® Dynamic 2055 Fund
ASSETS
Investments, at value — affiliated(a)(b)	$	242,682,208	$	93,738,579		$	134,602,909	$	65,221,712
Cash pledged for futures contracts		1,601,000		686,000			1,005,000		527,000
Foreign currency, at value(c)		714,116		301,639			309,213		152,203
Receivables:
Securities lending income — affiliated		5,016		958			2,497		941
Capital shares sold		496,767		117,705			227,934		90,623
Dividends — affiliated		35,834		17,885			20,857		13,509
Variation margin on futures contracts		—		—			5,125		—
Total assets		245,534,941		94,862,766			136,173,535		66,005,988
LIABILITIES
Collateral on securities loaned		13,788,451		4,920,559			7,520,313		3,578,867
Payables:
Investments purchased		13,791		5,608			7,602		3,727
Administration fees		42,565		7,369			20,595		5,428
Capital shares redeemed		746,393		41,200			468,335		153,667
Investment advisory fees		9,487		3,708			3,772		1,875
Trustees’ and Officer’s fees		1,744		1,554			1,607		1,561
Professional fees		25,391		24,359			24,547		24,308
Service and distribution fees		30,444		6,724			16,581		5,329
Variation margin on futures contracts		278,418		130,110			175,046		89,538
Unrealized depreciation on forward foreign currency exchange contracts		42,130		16,068			23,713		10,963
Total liabilities		14,978,814		5,157,259			8,262,111		3,875,263
NET ASSETS	$	230,556,127	$	89,705,507		$	127,911,424	$	62,130,725
NET ASSETS CONSIST OF
Paid-in capital	$	209,235,358	$	93,297,961		$	123,177,664	$	65,816,287
Accumulated earnings (loss)		21,320,769		(3,592,454	)		4,733,760		(3,685,562	)
NET ASSETS	$	230,556,127	$	89,705,507		$	127,911,424	$	62,130,725
(a) Investments, at cost — affiliated	$	221,012,094	$	90,378,549		$	115,813,735	$	62,605,215
(b) Securities loaned, at value	$	13,388,064	$	4,771,197		$	7,291,794	$	3,470,856
(c)  Foreign currency, at cost	$	701,477	$	293,478		$	312,373	$	152,728

FINANCIAL  STATEMENTS 73

Statements of Assets and Liabilities  (continued)

December 31, 2022

	BlackRock LifePath® Dynamic 2040 Fund		BlackRock LifePath® Dynamic 2045 Fund		BlackRock LifePath® Dynamic 2050 Fund		BlackRock LifePath® Dynamic 2055 Fund
NET ASSET VALUE
Institutional
Net assets	$	41,098,014	$	6,317,310	$	15,422,561	$	6,013,504
Shares outstanding		2,809,517		441,462		844,889		401,100
Net asset value	$	14.63	$	14.31	$	18.25	$	14.99
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Investor A
Net assets	$	121,680,359	$	17,896,362	$	64,526,362	$	14,873,239
Shares outstanding		9,621,172		1,256,434		3,558,816		999,881
Net asset value	$	12.65	$	14.24	$	18.13	$	14.88
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Investor C
Net assets	$	2,210,485	$	1,284,247	$	1,689,536	$	1,341,020
Shares outstanding		156,020		92,365		95,435		92,291
Net asset value	$	14.17	$	13.90	$	17.70	$	14.53
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Class K
Net assets	$	60,686,856	$	60,099,564	$	42,970,714	$	37,439,260
Shares outstanding		4,111,083		4,137,577		2,339,607		2,452,498
Net asset value	$	14.76	$	14.53	$	18.37	$	15.27
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value
Class R
Net assets	$	4,880,413	$	4,108,024	$	3,302,251	$	2,463,702
Shares outstanding		340,043		289,910		183,390		166,337
Net asset value	$	14.35	$	14.17	$	18.01	$	14.81
Shares authorized		Unlimited		Unlimited		Unlimited		Unlimited
Par value		No par value		No par value		No par value		No par value

74 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Assets and Liabilities  (continued)

December 31, 2022

	BlackRock LifePath® Dynamic 2060 Fund			BlackRock LifePath® Dynamic 2065 Fund
ASSETS
Investments, at value — affiliated(a)(b)	$	16,551,722		$	6,555,202
Cash		—			18,079
Cash pledged for futures contracts		150,000			64,000
Foreign currency, at value(c)		33,345			12,808
Receivables:
Investments sold		—			36,481
Securities lending income — affiliated		560			355
Capital shares sold		62,827			11,160
Dividends — affiliated		4,420			1,840
From the Administrator		430			1,207
Variation margin on futures contracts		1,281			—
Unrealized appreciation on forward foreign currency exchange contracts		284			188
Total assets		16,804,869			6,701,320
LIABILITIES
Collateral on securities loaned		653,144			541,043
Payables:
Investments purchased		897			346
Capital shares redeemed		69,177			98
Investment advisory fees		433			187
Trustees’ and Officer’s fees		1,524			1,507
Professional fees		24,347			23,006
Service and distribution fees		884			813
Variation margin on futures contracts		25,073			10,125
Unrealized depreciation on forward foreign currency exchange contracts		382			119
Total liabilities		775,861			577,244
NET ASSETS	$	16,029,008		$	6,124,076
NET ASSETS CONSIST OF
Paid-in capital	$	17,287,269		$	6,329,468
Accumulated loss		(1,258,261	)		(205,392	)
NET ASSETS	$	16,029,008		$	6,124,076
(a) Investments, at cost — affiliated	$	15,874,542		$	6,259,561
(b)   Securities loaned, at value	$	632,435		$	524,724
(c)   Foreign currency, at cost	$	34,908		$	13,267

FINANCIAL  STATEMENTS 75

Statements of Assets and Liabilities  (continued)

December 31, 2022

	BlackRock LifePath® Dynamic 2060 Fund		BlackRock LifePath® Dynamic 2065 Fund
NET ASSET VALUE
Institutional
Net assets	$	1,596,221	$	603,840
Shares outstanding		143,713		59,972
Net asset value	$	11.11	$	10.07
Shares authorized		Unlimited		Unlimited
Par value		No par value		No par value
Investor A
Net assets	$	1,561,644	$	867,821
Shares outstanding		141,049		86,392
Net asset value	$	11.07	$	10.05
Shares authorized		Unlimited		Unlimited
Par value		No par value		No par value
Investor C
Net assets	$	100,146	$	552,850
Shares outstanding		9,110		55,353
Net asset value	$	10.99	$	9.99
Shares authorized		Unlimited		Unlimited
Par value		No par value		No par value
Class K
Net assets	$	11,523,538	$	3,654,946
Shares outstanding		1,034,973		362,509
Net asset value	$	11.13	$	10.08
Shares authorized		Unlimited		Unlimited
Par value		No par value		No par value
Class R
Net assets	$	1,247,459	$	444,619
Shares outstanding		112,775		44,313
Net asset value	$	11.06	$	10.03
Shares authorized		Unlimited		Unlimited
Par value		No par value		No par value

See notes to financial statements.

76 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Operations

Year Ended December 31, 2022

	BlackRock LifePath® Dynamic Retirement Fund			BlackRock LifePath® Dynamic 2025 Fund			BlackRock LifePath® Dynamic 2030 Fund			BlackRock LifePath® Dynamic 2035 Fund
INVESTMENT INCOME
Dividends — affiliated	$	3,026,698		$	1,094,787		$	3,153,279		$	1,284,204
Interest — unaffiliated		16,081			6,244			18,031			9,358
Securities lending income — affiliated — net		36,910			14,951			39,838			12,530
Net investment income allocated from the applicable affiliated Underlying Master Portfolio
Dividends — affiliated		1,523,897			753,826			2,795,068			1,391,584
Interest — affiliated		1,591,892			494,232			790,918			100,315
Expenses		(403,712	)		(175,686	)		(572,109	)		(263,434	)
Fees waived		159,208			70,143			235,161			111,624
Total investment income		5,950,974			2,258,497			6,460,186			2,646,181
EXPENSES
Investment advisory		787,419			313,767			914,289			397,367
Administration — class specific		563,913			129,466			616,042			156,567
Service and distribution — class specific		381,278			92,785			411,891			111,479
Professional		23,053			23,001			23,022			22,976
Trustees and Officer		6,739			5,778			7,012			5,953
Miscellaneous		2,510			1,137			2,135			2,135
Total expenses		1,764,912			565,934			1,974,391			696,477
Less:
Fees waived and/or reimbursed by the Administrator/Manager		(540,293	)		(243,911	)		(719,307	)		(344,218	)
Total expenses after fees waived and/or reimbursed		1,224,619			322,023			1,255,084			352,259
Net investment income		4,726,355			1,936,474			5,205,102			2,293,922
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — affiliated		(4,626,760	)		(2,346,845	)		(4,976,441	)		(2,868,830	)
Forward foreign currency exchange contracts		(444,327	)		(192,807	)		(588,274	)		(257,690	)
Foreign currency transactions		(54,639	)		(16,039	)		(49,111	)		(18,234	)
Futures contracts		(112,556	)		141,089			1,466,716			460,063
Net realized gain (loss) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency transactions allocated from the applicable affiliated Underlying Master Portfolio		(7,350,763	)		(3,706,205	)		(8,174,726	)		(5,545,495	)
		(12,589,045	)		(6,120,807	)		(12,321,836	)		(8,230,186	)
Net change in unrealized appreciation (depreciation) on:
Investments — affiliated		(12,383,354	)		(4,445,689	)		(15,210,651	)		(5,780,519	)
Forward foreign currency exchange contracts		(118,197	)		(47,188	)		(96,705	)		(48,478	)
Foreign currency translations		18,675			4,739			13,649			7,245
Futures contracts		(1,162,534	)		(456,406	)		(1,262,355	)		(646,249	)
Net change in unrealized appreciation (depreciation) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency translations allocated from the applicable affiliated Underlying Master Portfolio		(22,832,586	)		(9,073,823	)		(30,116,130	)		(11,511,810	)
		(36,477,996	)		(14,018,367	)		(46,672,192	)		(17,979,811	)
Net realized and unrealized loss		(49,067,041	)		(20,139,174	)		(58,994,028	)		(26,209,997	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(44,340,686	)	$	(18,202,700	)	$	(53,788,926	)	$	(23,916,075	)

See notes to financial statements.

FINANCIAL  STATEMENTS 77

Statements of Operations  (continued)

Year Ended December 31, 2022

	BlackRock LifePath® Dynamic 2040 Fund			BlackRock LifePath® Dynamic 2045 Fund			BlackRock LifePath® Dynamic 2050 Fund			BlackRock LifePath® Dynamic 2055 Fund
INVESTMENT INCOME
Dividends — affiliated	$	2,303,521		$	763,205		$	991,922		$	467,021
Interest — unaffiliated		16,279			8,001			9,714			5,692
Securities lending income — affiliated — net		30,365			8,926			10,698			3,818
Net investment income allocated from the applicable affiliated Underlying Master Portfolio
Dividends — affiliated		3,419,641			1,474,592			2,215,879			1,078,063
Interest — affiliated		(258,264	)		(251,933	)		(405,607	)		(207,004	)
Expenses		(606,741	)		(253,401	)		(378,058	)		(183,313	)
Fees waived		260,468			111,362			166,584			81,385
Total investment income		5,165,269			1,860,752			2,611,132			1,245,662
EXPENSES
Investment advisory		821,476			330,463			465,243			232,034
Administration — class specific		562,896			119,140			282,057			93,657
Service and distribution — class specific		369,941			79,196			199,071			62,286
Professional		22,994			22,989			23,048			22,983
Trustees and Officer		6,768			5,778			6,047			5,622
Miscellaneous		2,136			2,191			2,137			1,399
Total expenses		1,786,211			559,757			977,603			417,981
Less:
Fees waived and/or reimbursed by the Administrator/Manager		(734,562	)		(317,275	)		(412,797	)		(216,223	)
Total expenses after fees waived and/or reimbursed		1,051,649			242,482			564,806			201,758
Net investment income		4,113,620			1,618,270			2,046,326			1,043,904
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — affiliated		(4,749,996	)		(3,301,733	)		(3,785,300	)		(2,340,333	)
Forward foreign currency exchange contracts		(684,607	)		(273,368	)		(443,307	)		(221,105	)
Foreign currency transactions		(35,537	)		(10,551	)		1,836			1,017
Futures contracts		1,715,640			480,142			(307,593	)		(542,664	)
Net realized gain (loss) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency transactions allocated from the applicable affiliated Underlying Master Portfolio		(7,982,354	)		(5,811,889	)		(7,166,375	)		(4,876,103	)
		(11,736,854	)		(8,917,399	)		(11,700,739	)		(7,979,188	)
Net change in unrealized appreciation (depreciation) on:
Investments — affiliated		(13,525,867	)		(3,938,514	)		(6,124,230	)		(2,399,339	)
Forward foreign currency exchange contracts		(125,170	)		(51,602	)		(76,401	)		(37,876	)
Foreign currency translations		18,672			9,527			(991	)		(149	)
Futures contracts		(1,206,092	)		(556,297	)		(717,524	)		(423,247	)
Net change in unrealized appreciation (depreciation) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency translations allocated from the applicable affiliated Underlying Master Portfolio		(29,701,103	)		(9,813,693	)		(16,237,821	)		(6,487,712	)
		(44,539,560	)		(14,350,579	)		(23,156,967	)		(9,348,323	)
Net realized and unrealized loss		(56,276,414	)		(23,267,978	)		(34,857,706	)		(17,327,511	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(52,162,794	)	$	(21,649,708	)	$	(32,811,380	)	$	(16,283,607	)

See notes to financial statements.

78 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Operations  (continued)

Year Ended December 31, 2022

	BlackRock LifePath® Dynamic 2060 Fund			BlackRock LifePath® Dynamic 2065 Fund
INVESTMENT INCOME
Dividends — affiliated	$	128,946		$	47,923
Interest — unaffiliated		1,379			492
Securities lending income — affiliated — net		4,395			1,628
Net investment income allocated from the applicable affiliated Underlying Master Portfolio
Dividends — affiliated		270,397			92,485
Interest — affiliated		(53,678	)		(17,932	)
Expenses		(46,008	)		(15,716	)
Fees waived		20,575			6,997
Total investment income		326,006			115,877
EXPENSES
Investment advisory		60,216			19,939
Professional		22,950			22,941
Administration — class specific		16,880			8,285
Service and distribution — class specific		8,898			9,192
Trustees and Officer		5,258			5,167
Miscellaneous		2,139			57
Total expenses		116,341			65,581
Less:
Fees waived and/or reimbursed by the Administrator/Manager		(78,357	)		(45,393	)
Total expenses after fees waived and/or reimbursed		37,984			20,188
Net investment income		288,022			95,689
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — affiliated		(821,844	)		(250,306	)
Forward foreign currency exchange contracts		(25,436	)		(4,377	)
Foreign currency transactions		(1,234	)		(371	)
Futures contracts		(90,631	)		58,403
Net realized gain (loss) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency transactions allocated from the applicable affiliated Underlying Master Portfolio		(1,465,452	)		(399,061	)
		(2,404,597	)		(595,712	)
Net change in unrealized appreciation (depreciation) on:
Investments — affiliated		(490,330	)		(208,054	)
Forward foreign currency exchange contracts		(331	)		123
Foreign currency translations		(943	)		(433	)
Futures contracts		(90,245	)		(39,449	)
Net change in unrealized appreciation (depreciation) from investments, futures contracts, forward foreign currency exchange contracts and foreign currency translations allocated from the applicable affiliated Underlying Master Portfolio		(1,423,347	)		(578,148	)
		(2,005,196	)		(825,961	)
Net realized and unrealized loss		(4,409,793	)		(1,421,673	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,121,771	)	$	(1,325,984	)

See notes to financial statements.

FINANCIAL  STATEMENTS 79

Statements of Changes in Net Assets

	BlackRock LifePath® Dynamic Retirement Fund						BlackRock LifePath® Dynamic 2025 Fund
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	4,726,355		$	3,999,774		$	1,936,474		$	1,553,635
Net realized gain (loss)		(12,589,045	)		28,703,021			(6,120,807	)		9,407,314
Net change in unrealized appreciation (depreciation)		(36,477,996	)		(11,744,657	)		(14,018,367	)		(1,403,847	)
Net increase (decrease) in net assets resulting from operations		(44,340,686	)		20,958,138			(18,202,700	)		9,557,102
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(206,368	)		(6,734,988	)		(65,309	)		(1,217,834	)
Investor A		(810,588	)		(26,074,393	)		(137,327	)		(2,387,906	)
Investor C		(6,877	)		(281,301	)		(6,890	)		(259,045	)
Class K		(424,413	)		(10,784,844	)		(610,968	)		(7,903,323	)
Class R		(19,063	)		(813,866	)		(19,023	)		(390,478	)
Return of capital
Institutional		(255,350	)		—			(60,390	)		—
Investor A		(831,199	)		—			(140,679	)		—
Investor C		(4,084	)		—			(16,204	)		—
Class K		(393,305	)		—			(433,153	)		—
Class R		(25,646	)		—			(24,354	)		—
Decrease in net assets resulting from distributions to shareholders		(2,976,893	)		(44,689,392	)		(1,514,297	)		(12,158,586	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(51,828,789	)		(8,118,381	)		(21,166,778	)		19,720,651
NET ASSETS
Total increase (decrease) in net assets		(99,146,368	)		(31,849,635	)		(40,883,775	)		17,119,167
Beginning of year		301,771,511			333,621,146			118,223,568			101,104,401
End of year	$	202,625,143		$	301,771,511		$	77,339,793		$	118,223,568

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

See notes to financial statements.

80 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets  (continued)

	BlackRock LifePath® Dynamic 2030 Fund						BlackRock LifePath® Dynamic 2035 Fund
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	5,205,102		$	4,023,328		$	2,293,922		$	1,684,569
Net realized gain (loss)		(12,321,836	)		39,795,305			(8,230,186	)		14,563,188
Net change in unrealized appreciation (depreciation)		(46,672,192	)		(7,432,093	)		(17,979,811	)		252,954
Net increase (decrease) in net assets resulting from operations		(53,788,926	)		36,386,540			(23,916,075	)		16,500,711
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(611,763	)		(8,379,543	)		(131,992	)		(1,438,930	)
Investor A		(1,961,042	)		(27,647,575	)		(325,747	)		(2,965,279	)
Investor C		(23,721	)		(391,404	)		(29,701	)		(380,761	)
Class K		(1,433,504	)		(15,168,553	)		(1,294,777	)		(10,464,211	)
Class R		(60,794	)		(792,846	)		(37,314	)		(385,910	)
Return of capital
Institutional		(268,428	)		—			(64,200	)		—
Investor A		(864,267	)		—			(152,939	)		—
Investor C		(14,610	)		—			(19,915	)		—
Class K		(539,776	)		—			(523,051	)		—
Class R		(30,310	)		—			(23,213	)		—
Decrease in net assets resulting from distributions to shareholders		(5,808,215	)		(52,379,921	)		(2,602,849	)		(15,635,091	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(24,773,859	)		25,459,944			(4,274,468	)		27,236,204
NET ASSETS
Total increase (decrease) in net assets		(84,371,000	)		9,466,563			(30,793,392	)		28,101,824
Beginning of year		336,739,200			327,272,637			141,679,300			113,577,476
End of year	$	252,368,200		$	336,739,200		$	110,885,908		$	141,679,300

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

See notes to financial statements.

FINANCIAL  STATEMENTS 81

Statements of Changes in Net Assets  (continued)

	BlackRock LifePath® Dynamic 2040 Fund						BlackRock LifePath® Dynamic 2045 Fund
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	4,113,620		$	3,177,305		$	1,618,270		$	1,264,778
Net realized gain (loss)		(11,736,854	)		45,155,767			(8,917,399	)		13,450,854
Net change in unrealized appreciation (depreciation)		(44,539,560	)		(4,356,865	)		(14,350,579	)		1,866,324
Net increase (decrease) in net assets resulting from operations		(52,162,794	)		43,976,207			(21,649,708	)		16,581,956
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(696,904	)		(9,839,631	)		(103,812	)		(980,686	)
Investor A		(2,315,942	)		(30,980,877	)		(333,280	)		(2,459,605	)
Investor C		(24,902	)		(430,701	)		(27,279	)		(150,555	)
Class K		(1,392,448	)		(14,800,890	)		(1,526,497	)		(9,293,659	)
Class R		(64,050	)		(860,820	)		(47,361	)		(330,305	)
Return of capital
Institutional		(239,903	)		—			(35,370	)		—
Investor A		(696,033	)		—			(107,552	)		—
Investor C		(12,134	)		—			(8,536	)		—
Class K		(416,429	)		—			(415,085	)		—
Class R		(25,548	)		—			(18,112	)		—
Decrease in net assets resulting from distributions to shareholders		(5,884,293	)		(56,912,919	)		(2,622,884	)		(13,214,810	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(12,473,001	)		33,393,775			(3,753,664	)		28,612,165
NET ASSETS
Total increase (decrease) in net assets		(70,520,088	)		20,457,063			(28,026,256	)		31,979,311
Beginning of year		301,076,215			280,619,152			117,731,763			85,752,452
End of year	$	230,556,127		$	301,076,215		$	89,705,507		$	117,731,763

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

See notes to financial statements.

82 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets  (continued)

	BlackRock LifePath® Dynamic 2050 Fund						BlackRock LifePath® Dynamic 2055 Fund
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	2,046,326		$	1,539,288		$	1,043,904		$	754,451
Net realized gain (loss)		(11,700,739	)		22,833,787			(7,979,188	)		8,879,277
Net change in unrealized appreciation (depreciation)		(23,156,967	)		690,287			(9,348,323	)		1,561,939
Net increase (decrease) in net assets resulting from operations		(32,811,380	)		25,063,362			(16,283,607	)		11,195,667
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(310,442	)		(3,203,659	)		(113,199	)		(867,256	)
Investor A		(1,204,334	)		(11,591,100	)		(289,899	)		(1,941,240	)
Investor C		(25,925	)		(286,706	)		(17,944	)		(141,992	)
Class K		(1,306,116	)		(9,511,477	)		(1,055,279	)		(5,712,311	)
Class R		(47,333	)		(466,707	)		(35,746	)		(234,446	)
Return of capital
Institutional		(74,398	)		—			(28,424	)		—
Investor A		(301,993	)		—			(71,726	)		—
Investor C		(7,970	)		—			(5,766	)		—
Class K		(264,606	)		—			(220,361	)		—
Class R		(13,103	)		—			(9,919	)		—
Decrease in net assets resulting from distributions to shareholders		(3,556,220	)		(25,059,649	)		(1,848,263	)		(8,897,245	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(6,209,343	)		37,963,599			(1,558,934	)		24,778,285
NET ASSETS
Total increase (decrease) in net assets		(42,576,943	)		37,967,312			(19,690,804	)		27,076,707
Beginning of year		170,488,367			132,521,055			81,821,529			54,744,822
End of year	$	127,911,424		$	170,488,367		$	62,130,725		$	81,821,529

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

See notes to financial statements.

FINANCIAL  STATEMENTS 83

Statements of Changes in Net Assets  (continued)

	BlackRock LifePath® Dynamic 2060 Fund						BlackRock LifePath® Dynamic 2065 Fund
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	288,022		$	203,128		$	95,689		$	65,970
Net realized gain (loss)		(2,404,597	)		1,768,482			(595,712	)		841,155
Net change in unrealized appreciation (depreciation)		(2,005,196	)		521,903			(825,961	)		63,867
Net increase (decrease) in net assets resulting from operations		(4,121,771	)		2,493,513			(1,325,984	)		970,992
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(18,921	)		(109,730	)		(10,489	)		(56,505	)
Investor A		(18,798	)		(84,115	)		(16,796	)		(66,727	)
Investor C		(897	)		(7,496	)		(6,692	)		(46,986	)
Class K		(289,416	)		(1,421,206	)		(83,852	)		(403,884	)
Class R		(11,288	)		(63,969	)		(7,188	)		(47,496	)
Return of capital
Institutional		(5,900	)		—			(2,890	)		—
Investor A		(5,533	)		—			(4,146	)		—
Investor C		(394	)		—			(2,517	)		—
Class K		(67,871	)		—			(20,485	)		—
Class R		(4,320	)		—			(2,345	)		—
Decrease in net assets resulting from distributions to shareholders		(423,338	)		(1,686,516	)		(157,400	)		(621,598	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from capital share transactions		262,345			8,576,625			1,010,700			1,351,671
NET ASSETS
Total increase (decrease) in net assets		(4,282,764	)		9,383,622			(472,684	)		1,701,065
Beginning of year		20,311,772			10,928,150			6,596,760			4,895,695
End of year	$	16,029,008		$	20,311,772		$	6,124,076		$	6,596,760

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

See notes to financial statements.

84 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic Retirement Fund
	Institutional
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	10.89		$	11.68		$	11.04		$	9.69		$	11.00
Net investment income(a)		0.20			0.16			0.19			0.28			0.25
Net realized and unrealized gain (loss)		(1.81	)		0.63			1.20			1.35			(0.64	)
Net increase (decrease) from investment operations		(1.61	)		0.79			1.39			1.63			(0.39	)
Distributions(b)
From net investment income		(0.01	)		(0.43	)		(0.22	)		(0.19	)		(0.27	)
From net realized gain		(0.04	)		(1.15	)		(0.53	)		(0.09	)		(0.65	)
Return of capital		(0.06	)		—			—			—			—
Total distributions		(0.11	)		(1.58	)		(0.75	)		(0.28	)		(0.92	)
Net asset value, end of year	$	9.17		$	10.89		$	11.68		$	11.04		$	9.69
Total Return(c)
Based on net asset value		(14.85	)%		6.88	%		12.82	%		16.91	%		(3.68	)%
Ratios to Average Net Assets(d)
Total expenses		0.72	%		0.77	%		0.73	%		0.57	%		0.58	%
Total expenses after fees waived and/or reimbursed		0.51	%		0.55	%		0.56	%		0.55	%		0.57	%
Net investment income		2.03	%		1.34	%		1.68	%		2.61	%		2.26	%
Supplemental Data
Net assets, end of year (000)	$	36,438		$	49,943		$	59,201		$	99,249		$	25,343
Portfolio turnover rate		7	%(e)		2	%(e)		43	%(f)		35	%(g)		38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 85

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic Retirement Fund (continued)
	Investor A
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	9.12			$	10.03			$	9.58			$	8.45			$	9.72
Net investment income(a)			0.14				0.11				0.13				0.23				0.20
Net realized and unrealized gain (loss)			(1.51	)			0.54				1.05				1.16				(0.57	)
Net increase (decrease) from investment operations			(1.37	)			0.65				1.18				1.39				(0.37	)
Distributions(b)
From net investment income			(0.01	)			(0.40	)			(0.20	)			(0.17	)			(0.25	)
From net realized gain			(0.04	)			(1.16	)			(0.53	)			(0.09	)			(0.65	)
Return of capital			(0.05	)			—				—				—				—
Total distributions			(0.10	)			(1.56	)			(0.73	)			(0.26	)			(0.90	)
Net asset value, end of year		$	7.65			$	9.12			$	10.03			$	9.58			$	8.45
Total Return(c)
Based on net asset value			(15.08	)%			6.61	%			12.56	%			16.56	%			(3.93	)%
Ratios to Average Net Assets(d)
Total expenses			0.97	%			1.02	%			0.98	%			0.82	%			0.83	%
Total expenses after fees waived and/or reimbursed			0.76	%			0.80	%			0.81	%			0.80	%			0.82	%
Net investment income			1.77	%			1.09	%			1.40	%			2.43	%			2.05	%
Supplemental Data
Net assets, end of year (000)		$	116,173			$	164,481			$	190,948			$	234,757			$	65,509
Portfolio turnover rate			7	%(e)			2	%(e)			43	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

86 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic Retirement Fund (continued)
	Investor C
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	10.69			$	11.50			$	10.87			$	9.57			$	10.87
Net investment income(a)			0.10				0.04				0.06				0.18				0.13
Net realized and unrealized gain (loss)			(1.78	)			0.63				1.20				1.30				(0.63	)
Net increase (decrease) from investment operations			(1.68	)			0.67				1.26				1.48				(0.50	)
Distributions(b)
From net investment income			—				(0.33	)			(0.10	)			(0.09	)			(0.15	)
From net realized gain			(0.04	)			(1.15	)			(0.53	)			(0.09	)			(0.65	)
Return of capital			(0.02	)			—				—				—				—
Total distributions			(0.06	)			(1.48	)			(0.63	)			(0.18	)			(0.80	)
Net asset value, end of year		$	8.95			$	10.69			$	11.50			$	10.87			$	9.57
Total Return(c)
Based on net asset value			(15.75	)%			5.83	%			11.72	%			15.54	%			(4.67	)%
Ratios to Average Net Assets(d)
Total expenses			1.72	%			1.77	%			1.73	%			1.62	%			1.63	%
Total expenses after fees waived and/or reimbursed			1.51	%			1.55	%			1.57	%			1.60	%			1.62	%
Net investment income			1.02	%			0.35	%			0.55	%			1.66	%			1.20	%
Supplemental Data
Net assets, end of year (000)		$	1,585			$	2,249			$	2,303			$	3,846			$	672
Portfolio turnover rate			7	%(e)			2	%(e)			43	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 87

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic Retirement Fund (continued)
	Class K
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20			Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	10.83			$	11.63		$	10.99			$	9.65			$	10.96
Net investment income(a)			0.21				0.19			0.21				0.32				0.27
Net realized and unrealized gain (loss)			(1.79	)			0.63			1.21				1.32				(0.64	)
Net increase (decrease) from investment operations			(1.58	)			0.82			1.42				1.64				(0.37	)
Distributions(b)
From net investment income			(0.02	)			(0.47	)		(0.25	)			(0.21	)			(0.29	)
From net realized gain			(0.04	)			(1.15	)		(0.53	)			(0.09	)			(0.65	)
Return of capital			(0.06	)			—			—				—				—
Total distributions			(0.12	)			(1.62	)		(0.78	)			(0.30	)			(0.94	)
Net asset value, end of year		$	9.13			$	10.83		$	11.63			$	10.99			$	9.65
Total Return(c)
Based on net asset value			(14.64	)%			7.11	%		13.17	%			17.07	%			(3.47	)%
Ratios to Average Net Assets(d)
Total expenses			0.47	%			0.52	%		0.50	%			0.37	%			0.38	%
Total expenses after fees waived and/or reimbursed			0.26	%			0.30	%		0.32	%			0.35	%			0.37	%
Net investment income			2.17	%			1.61	%		1.88	%			2.99	%			2.54	%
Supplemental Data
Net assets, end of year (000)		$	43,138			$	78,916		$	74,809			$	64,913			$	14,901
Portfolio turnover rate			7	%(e)			2	%(e)		43	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

88 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic Retirement Fund (continued)
	Class R
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	10.74			$	11.54			$	10.91			$	9.60			$	10.91
Net investment income(a)			0.16				0.11				0.14				0.23				0.20
Net realized and unrealized gain (loss)			(1.79	)			0.62				1.19				1.32				(0.64	)
Net increase (decrease) from investment operations			(1.63	)			0.73				1.33				1.55				(0.44	)
Distributions(b)
From net investment income			—				(0.38	)			(0.17	)			(0.15	)			(0.22	)
From net realized gain			(0.04	)			(1.15	)			(0.53	)			(0.09	)			(0.65	)
Return of capital			(0.05	)			—				—				—				—
Total distributions			(0.09	)			(1.53	)			(0.70	)			(0.24	)			(0.87	)
Net asset value, end of year		$	9.02			$	10.74			$	11.54			$	10.91			$	9.60
Total Return(c)
Based on net asset value			(15.25	)%			6.41	%			12.41	%			16.24	%			(4.11	)%
Ratios to Average Net Assets(d)
Total expenses			1.17	%			1.22	%			1.19	%			1.02	%			1.03	%
Total expenses after fees waived and/or reimbursed			0.95	%			1.00	%			1.01	%			1.00	%			1.02	%
Net investment income			1.66	%			0.91	%			1.29	%			2.19	%			1.87	%
Supplemental Data
Net assets, end of year (000)		$	5,292			$	6,183			$	6,360			$	5,291			$	1,036
Portfolio turnover rate			7	%(e)			2	%(e)			43	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 89

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2025 Fund
	Institutional
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.43			$	14.72			$	13.42			$	11.81			$	13.52
Net investment income(a)			0.24				0.20				0.22				0.30				0.25
Net realized and unrealized gain (loss)			(2.44	)			1.08				1.47				1.99				(0.87	)
Net increase (decrease) from investment operations			(2.20	)			1.28				1.69				2.29				(0.62	)
Distributions(b)
From net investment income			(0.05	)			(0.58	)			(0.26	)			(0.27	)			(0.24	)
From net realized gain			(0.04	)			(0.99	)			(0.13	)			(0.41	)			(0.85	)
Return of capital			(0.09	)			—				—				—				—
Total distributions			(0.18	)			(1.57	)			(0.39	)			(0.68	)			(1.09	)
Net asset value, end of year		$	12.05			$	14.43			$	14.72			$	13.42			$	11.81
Total Return(c)
Based on net asset value			(15.28	)%			8.82	%			12.87	%			19.46	%			(4.66	)%
Ratios to Average Net Assets(d)
Total expenses			0.75	%			0.80	%			0.78	%			0.57	%			0.57	%
Total expenses after fees waived and/or reimbursed			0.50	%			0.54	%			0.55	%			0.55	%			0.55	%
Net investment income			1.87	%			1.29	%			1.65	%			2.32	%			1.87	%
Supplemental Data
Net assets, end of year (000)		$	6,563			$	11,872			$	10,690			$	2,908			$	1,519
Portfolio turnover rate			15	%(e)			6	%(e)			45	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

90 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2025 Fund (continued)
	Investor A
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.28			$	14.58			$	13.29			$	11.70			$	13.50
Net investment income(a)			0.21				0.15				0.18				0.26				0.26
Net realized and unrealized gain (loss)			(2.43	)			1.08				1.46				1.98				(0.91	)
Net increase (decrease) from investment operations			(2.22	)			1.23				1.64				2.24				(0.65	)
Distributions(b)
From net investment income			(0.03	)			(0.54	)			(0.22	)			(0.24	)			(0.30	)
From net realized gain			(0.04	)			(0.99	)			(0.13	)			(0.41	)			(0.85	)
Return of capital			(0.09	)			—				—				—				—
Total distributions			(0.16	)			(1.53	)			(0.35	)			(0.65	)			(1.15	)
Net asset value, end of year		$	11.90			$	14.28			$	14.58			$	13.29			$	11.70
Total Return(c)
Based on net asset value			(15.54	)%			8.56	%			12.60	%			19.16	%			(4.87	)%
Ratios to Average Net Assets(d)
Total expenses			1.00	%			1.05	%			1.01	%			0.82	%			0.83	%
Total expenses after fees waived and/or reimbursed			0.75	%			0.79	%			0.80	%			0.80	%			0.81	%
Net investment income			1.71	%			1.02	%			1.34	%			1.97	%			1.94	%
Supplemental Data
Net assets, end of year (000)		$	18,335			$	23,788			$	24,518			$	23,298			$	25,940
Portfolio turnover rate			15	%(e)			6	%(e)			45	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 91

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2025 Fund (continued)
	Investor C
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.16			$	14.49			$	13.20			$	11.63			$	13.44
Net investment income(a)			0.12				0.04				0.06				0.16				0.16
Net realized and unrealized gain (loss)			(2.40	)			1.07				1.47				1.96				(0.92	)
Net increase (decrease) from investment operations			(2.28	)			1.11				1.53				2.12				(0.76	)
Distributions(b)
From net investment income			—				(0.45	)			(0.11	)			(0.14	)			(0.20	)
From net realized gain			(0.04	)			(0.99	)			(0.13	)			(0.41	)			(0.85	)
Return of capital			(0.08	)			—				—				—				—
Total distributions			(0.12	)			(1.44	)			(0.24	)			(0.55	)			(1.05	)
Net asset value, end of year		$	11.76			$	14.16			$	14.49			$	13.20			$	11.63
Total Return(c)
Based on net asset value			(16.12	)%			7.70	%			11.76	%			18.25	%			(5.70	)%
Ratios to Average Net Assets(d)
Total expenses			1.75	%			1.80	%			1.77	%			1.62	%			1.63	%
Total expenses after fees waived and/or reimbursed			1.50	%			1.54	%			1.56	%			1.60	%			1.61	%
Net investment income			0.97	%			0.28	%			0.49	%			1.25	%			1.17	%
Supplemental Data
Net assets, end of year (000)		$	2,170			$	2,763			$	2,610			$	3,416			$	2,434
Portfolio turnover rate			15	%(e)			6	%(e)			45	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

92 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2025 Fund (continued)
	Class K
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.26			$	14.57			$	13.28			$	11.69			$	13.49
Net investment income(a)			0.27				0.23				0.24				0.34				0.33
Net realized and unrealized gain (loss)			(2.42	)			1.07				1.47				1.96				(0.91	)
Net increase (decrease) from investment operations			(2.15	)			1.30				1.71				2.30				(0.58	)
Distributions(b)
From net investment income			(0.06	)			(0.62	)			(0.29	)			(0.30	)			(0.37	)
From net realized gain			(0.04	)			(0.99	)			(0.13	)			(0.41	)			(0.85	)
Return of capital			(0.09	)			—				—				—				—
Total distributions			(0.19	)			(1.61	)			(0.42	)			(0.71	)			(1.22	)
Net asset value, end of year		$	11.92			$	14.26			$	14.57			$	13.28			$	11.69
Total Return(c)
Based on net asset value			(15.06	)%			9.05	%			13.17	%			19.72	%			(4.43	)%
Ratios to Average Net Assets(d)
Total expenses			0.50	%			0.55	%			0.52	%			0.37	%			0.38	%
Total expenses after fees waived and/or reimbursed			0.25	%			0.29	%			0.31	%			0.35	%			0.36	%
Net investment income			2.12	%			1.55	%			1.84	%			2.62	%			2.44	%
Supplemental Data
Net assets, end of year (000)		$	46,518			$	75,927			$	59,727			$	34,027			$	9,062
Portfolio turnover rate			15	%(e)			6	%(e)			45	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 93

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2025 Fund (continued)
	Class R
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.25			$	14.56			$	13.26			$	11.68			$	13.49
Net investment income(a)			0.20				0.13				0.14				0.24				0.24
Net realized and unrealized gain (loss)			(2.43	)			1.07				1.48				1.97				(0.92	)
Net increase (decrease) from investment operations			(2.23	)			1.20				1.62				2.21				(0.68	)
Distributions(b)
From net investment income			(0.02	)			(0.52	)			(0.19	)			(0.22	)			(0.28	)
From net realized gain			(0.04	)			(0.99	)			(0.13	)			(0.41	)			(0.85	)
Return of capital			(0.09	)			—				—				—				—
Total distributions			(0.15	)			(1.51	)			(0.32	)			(0.63	)			(1.13	)
Net asset value, end of year		$	11.87			$	14.25			$	14.56			$	13.26			$	11.68
Total Return(c)
Based on net asset value			(15.65	)%			8.30	%			12.44	%			18.91	%			(5.10	)%
Ratios to Average Net Assets(d)
Total expenses			1.20	%			1.25	%			1.20	%			1.02	%			1.03	%
Total expenses after fees waived and/or reimbursed			0.95	%			0.99	%			1.00	%			1.00	%			1.01	%
Net investment income			1.59	%			0.85	%			1.05	%			1.82	%			1.77	%
Supplemental Data
Net assets, end of year (000)		$	3,754			$	3,875			$	3,559			$	5,479			$	5,003
Portfolio turnover rate			15	%(e)			6	%(e)			45	%(f)			35	%(g)			38	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

94 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2030 Fund
	Institutional
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	14.10			$	14.80			$	13.65			$	11.90			$	14.26
Net investment income(a)			0.23				0.19				0.20				0.29				0.29
Net realized and unrealized gain (loss)			(2.46	)			1.48				1.52				2.32				(1.04	)
Net increase (decrease) from investment operations			(2.23	)			1.67				1.72				2.61				(0.75	)
Distributions(b)
From net investment income			(0.10	)			(0.75	)			(0.23	)			(0.30	)			(0.31	)
From net realized gain			(0.06	)			(1.62	)			(0.34	)			(0.56	)			(1.30	)
Return of capital			(0.07	)			—				—				—				—
Total distributions			(0.23	)			(2.37	)			(0.57	)			(0.86	)			(1.61	)
Net asset value, end of year		$	11.64			$	14.10			$	14.80			$	13.65			$	11.90
Total Return(c)
Based on net asset value			(15.83	)%			11.46	%			13.05	%			22.07	%			(5.48	)%
Ratios to Average Net Assets(d)
Total expenses			0.74	%			0.79	%			0.75	%			0.56	%			0.56	%
Total expenses after fees waived and/or reimbursed			0.49	%			0.53	%			0.54	%			0.55	%			0.56	%
Net investment income			1.88	%			1.25	%			1.51	%			2.18	%			2.01	%
Supplemental Data
Net assets, end of year (000)		$	40,746			$	55,606			$	58,905			$	73,530			$	59,749
Portfolio turnover rate			11	%(e)			5	%(e)			38	%(f)			32	%(g)			29	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 95

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2030 Fund (continued)
	Investor A
	Year Ended 12/31/22				Year Ended 12/31/21				Year Ended 12/31/20				Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	13.30			$	14.09			$	13.02			$	11.39			$	13.72
Net investment income(a)			0.19				0.15				0.16				0.24				0.25
Net realized and unrealized gain (loss)			(2.31	)			1.40				1.45				2.22				(1.00	)
Net increase (decrease) from investment operations			(2.12	)			1.55				1.61				2.46				(0.75	)
Distributions(b)
From net investment income			(0.09	)			(0.72	)			(0.20	)			(0.27	)			(0.28	)
From net realized gain			(0.06	)			(1.62	)			(0.34	)			(0.56	)			(1.30	)
Return of capital			(0.07	)			—				—				—				—
Total distributions			(0.22	)			(2.34	)			(0.54	)			(0.83	)			(1.58	)
Net asset value, end of year		$	10.96			$	13.30			$	14.09			$	13.02			$	11.39
Total Return(c)
Based on net asset value			(15.98	)%			11.13	%			12.79	%			21.72	%			(5.69	)%
Ratios to Average Net Assets(d)
Total expenses			0.99	%			1.04	%			1.00	%			0.81	%			0.81	%
Total expenses after fees waived and/or reimbursed			0.74	%			0.78	%			0.79	%			0.80	%			0.81	%
Net investment income			1.64	%			1.00	%			1.24	%			1.89	%			1.80	%
Supplemental Data
Net assets, end of year (000)		$	133,740			$	172,296			$	183,497			$	212,100			$	212,050
Portfolio turnover rate			11	%(e)			5	%(e)			38	%(f)			32	%(g)			29	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

96 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2030 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.71		$	14.47		$	13.34		$	11.65		$	14.01
Net investment income(a)			0.11			0.04			0.06			0.14			0.15
Net realized and unrealized gain (loss)			(2.38	)		1.43			1.50			2.27			(1.04	)
Net increase (decrease) from investment operations			(2.27	)		1.47			1.56			2.41			(0.89	)
Distributions(b)
From net investment income			(0.05	)		(0.61	)		(0.09	)		(0.16	)		(0.17	)
From net realized gain			(0.06	)		(1.62	)		(0.34	)		(0.56	)		(1.30	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.18	)		(2.23	)		(0.43	)		(0.72	)		(1.47	)
Net asset value, end of year		$	11.26		$	13.71		$	14.47		$	13.34		$	11.65
Total Return(c)
Based on net asset value			(16.62	)%		10.29	%		12.00	%		20.76	%		(6.53	)%
Ratios to Average Net Assets(d)
Total expenses			1.74	%		1.79	%		1.76	%		1.61	%		1.61	%
Total expenses after fees waived and/or reimbursed			1.49	%		1.53	%		1.55	%		1.60	%		1.61	%
Net investment income			0.91	%		0.23	%		0.44	%		1.08	%		1.05	%
Supplemental Data
Net assets, end of year (000)		$	2,359		$	2,698		$	2,925		$	3,746		$	4,117
Portfolio turnover rate			11	%(e)		5	%(e)		38	%(f)		32	%(g)		29	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 97

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2030 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	14.06		$	14.77		$	13.62		$	11.88		$	14.24
Net investment income(a)			0.25			0.24			0.23			0.34			0.32
Net realized and unrealized gain (loss)			(2.44	)		1.46			1.52			2.29			(1.04	)
Net increase (decrease) from investment operations			(2.19	)		1.70			1.75			2.63			(0.72	)
Distributions(b)
From net investment income			(0.12	)		(0.79	)		(0.26	)		(0.33	)		(0.34	)
From net realized gain			(0.06	)		(1.62	)		(0.34	)		(0.56	)		(1.30	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.25	)		(2.41	)		(0.60	)		(0.89	)		(1.64	)
Net asset value, end of year		$	11.62		$	14.06		$	14.77		$	13.62		$	11.88
Total Return(c)
Based on net asset value			(15.63	)%		11.70	%		13.36	%		22.27	%		(5.28	)%
Ratios to Average Net Assets(d)
Total expenses			0.49	%		0.54	%		0.51	%		0.36	%		0.36	%
Total expenses after fees waived and/or reimbursed			0.24	%		0.28	%		0.30	%		0.36	%		0.36	%
Net investment income			2.08	%		1.54	%		1.73	%		2.52	%		2.27	%
Supplemental Data
Net assets, end of year (000)		$	70,367		$	100,750		$	77,510		$	56,168		$	28,121
Portfolio turnover rate			11	%(e)		5	%(e)		38	%(f)		32	%(g)		29	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

98 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2030 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.86		$	14.59		$	13.46		$	11.76		$	14.12
Net investment income(a)			0.18			0.13			0.14			0.24			0.24
Net realized and unrealized gain (loss)			(2.42	)		1.45			1.50			2.27			(1.05	)
Net increase (decrease) from investment operations			(2.24	)		1.58			1.64			2.51			(0.81	)
Distributions(b)
From net investment income			(0.08	)		(0.69	)		(0.17	)		(0.25	)		(0.25	)
From net realized gain			(0.06	)		(1.62	)		(0.34	)		(0.56	)		(1.30	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.21	)		(2.31	)		(0.51	)		(0.81	)		(1.55	)
Net asset value, end of year		$	11.41		$	13.86		$	14.59		$	13.46		$	11.76
Total Return(c)
Based on net asset value			(16.21	)%		10.93	%		12.58	%		21.44	%		(5.92	)%
Ratios to Average Net Assets(d)
Total expenses			1.19	%		1.24	%		1.20	%		1.01	%		1.01	%
Total expenses after fees waived and/or reimbursed			0.94	%		0.98	%		0.99	%		1.01	%		1.01	%
Net investment income			1.50	%		0.84	%		1.10	%		1.78	%		1.70	%
Supplemental Data
Net assets, end of year (000)		$	5,157		$	5,389		$	4,434		$	4,646		$	2,575
Portfolio turnover rate			11	%(e)		5	%(e)		38	%(f)		32	%(g)		29	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 99

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2035 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	16.13		$	15.92		$	14.34		$	12.21		$	14.48
Net investment income(a)			0.25			0.20			0.22			0.30			0.25
Net realized and unrealized gain (loss)			(2.91	)		1.97			1.71			2.58			(1.15	)
Net increase (decrease) from investment operations			(2.66	)		2.17			1.93			2.88			(0.90	)
Distributions(b)
From net investment income			(0.10	)		(0.85	)		(0.23	)		(0.30	)		(0.27	)
From net realized gain			(0.09	)		(1.11	)		(0.12	)		(0.45	)		(1.10	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.28	)		(1.96	)		(0.35	)		(0.75	)		(1.37	)
Net asset value, end of year		$	13.19		$	16.13		$	15.92		$	14.34		$	12.21
Total Return(c)
Based on net asset value			(16.56	)%		13.76	%		13.82	%		23.66	%		(6.42	)%
Ratios to Average Net Assets(d)
Total expenses			0.76	%		0.82	%		0.80	%		0.57	%		0.57	%
Total expenses after fees waived and/or reimbursed			0.48	%		0.52	%		0.54	%		0.55	%		0.55	%
Net investment income			1.80	%		1.19	%		1.55	%		2.20	%		1.71	%
Supplemental Data
Net assets, end of year (000)		$	10,486		$	12,898		$	11,677		$	4,004		$	2,231
Portfolio turnover rate			14	%(e)		3	%(e)		29	%(f)		42	%(g)		40	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

100 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2035 Fund (continued)
	Investor A
		Year Ended 12/31/22				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	16.05			$	15.85		$	14.27		$	12.15		$	14.46
Net investment income(a)			0.22				0.16			0.16			0.25			0.25
Net realized and unrealized gain (loss)			(2.91	)			1.96			1.73			2.58			(1.19	)
Net increase (decrease) from investment operations			(2.69	)	��		2.12			1.89			2.83			(0.94	)
Distributions(b)
From net investment income			(0.08	)			(0.81	)		(0.19	)		(0.26	)		(0.27	)
From net realized gain			(0.09	)			(1.11	)		(0.12	)		(0.45	)		(1.10	)
Return of capital			(0.09	)			—			—			—			—
Total distributions			(0.26	)			(1.92	)		(0.31	)		(0.71	)		(1.37	)
Net asset value, end of year		$	13.10			$	16.05		$	15.85		$	14.27		$	12.15
Total Return(c)
Based on net asset value			(16.79	)%			13.46	%		13.55	%		23.37	%		(6.69	)%
Ratios to Average Net Assets(d)
Total expenses			1.01	%			1.07	%		1.03	%		0.82	%		0.82	%
Total expenses after fees waived and/or reimbursed			0.73	%			0.77	%		0.79	%		0.80	%		0.80	%
Net investment income			1.57	%			0.93	%		1.18	%		1.85	%		1.75	%
Supplemental Data
Net assets, end of year (000)		$	24,670			$	26,304		$	28,189		$	28,656		$	27,982
Portfolio turnover rate			14	%(e)			3	%(e)		29	%(f)		42	%(g)		40	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 101

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2035 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	15.80		$	15.67		$	14.11		$	12.02		$	14.33
Net investment income(a)			0.11			0.03			0.06			0.14			0.14
Net realized and unrealized gain (loss)			(2.85	)		1.93			1.70			2.56			(1.19	)
Net increase (decrease) from investment operations			(2.74	)		1.96			1.76			2.70			(1.05	)
Distributions(b)
From net investment income			(0.03	)		(0.72	)		(0.08	)		(0.16	)		(0.16	)
From net realized gain			(0.09	)		(1.11	)		(0.12	)		(0.45	)		(1.10	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.21	)		(1.83	)		(0.20	)		(0.61	)		(1.26	)
Net asset value, end of year		$	12.85		$	15.80		$	15.67		$	14.11		$	12.02
Total Return(c)
Based on net asset value			(17.38	)%		12.56	%		12.68	%		22.43	%		(7.47	)%
Ratios to Average Net Assets(d)
Total expenses			1.76	%		1.82	%		1.79	%		1.62	%		1.62	%
Total expenses after fees waived and/or reimbursed			1.48	%		1.52	%		1.55	%		1.60	%		1.60	%
Net investment income			0.80	%		0.20	%		0.42	%		1.07	%		0.99	%
Supplemental Data
Net assets, end of year (000)		$	3,066		$	3,637		$	3,123		$	3,173		$	2,609
Portfolio turnover rate			14	%(e)		3	%(e)		29	%(f)		42	%(g)		40	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

102 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2035 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	16.38		$	16.15		$	14.53		$	12.36		$	14.68
Net investment income(a)			0.28			0.25			0.25			0.37			0.33
Net realized and unrealized gain (loss)			(2.94	)		1.99			1.74			2.58			(1.22	)
Net increase (decrease) from investment operations			(2.66	)		2.24			1.99			2.95			(0.89	)
Distributions(b)
From net investment income			(0.12	)		(0.90	)		(0.25	)		(0.33	)		(0.33	)
From net realized gain			(0.09	)		(1.11	)		(0.12	)		(0.45	)		(1.10	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.30	)		(2.01	)		(0.37	)		(0.78	)		(1.43	)
Net asset value, end of year		$	13.42		$	16.38		$	16.15		$	14.53		$	12.36
Total Return(c)
Based on net asset value			(16.32	)%		13.96	%		14.14	%		23.92	%		(6.23	)%
Ratios to Average Net Assets(d)
Total expenses			0.51	%		0.57	%		0.54	%		0.36	%		0.37	%
Total expenses after fees waived and/or reimbursed			0.23	%		0.27	%		0.30	%		0.35	%		0.35	%
Net investment income			1.97	%		1.47	%		1.77	%		2.63	%		2.25	%
Supplemental Data
Net assets, end of year (000)		$	68,520		$	95,154		$	67,968		$	27,720		$	6,627
Portfolio turnover rate			14	%(e)		3	%(e)		29	%(f)		42	%(g)		40	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 103

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2035 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	16.03		$	15.85		$	14.26		$	12.15		$	14.46
Net investment income(a)			0.19			0.13			0.13			0.24			0.22
Net realized and unrealized gain (loss)			(2.89	)		1.95			1.73			2.57			(1.19	)
Net increase (decrease) from investment operations			(2.70	)		2.08			1.86			2.81			(0.97	)
Distributions(b)
From net investment income			(0.07	)		(0.79	)		(0.15	)		(0.25	)		(0.24	)
From net realized gain			(0.09	)		(1.11	)		(0.12	)		(0.45	)		(1.10	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.25	)		(1.90	)		(0.27	)		(0.70	)		(1.34	)
Net asset value, end of year		$	13.08		$	16.03		$	15.85		$	14.26		$	12.15
Total Return(c)
Based on net asset value			(16.91	)%		13.19	%		13.33	%		23.15	%		(6.87	)%
Ratios to Average Net Assets(d)
Total expenses			1.21	%		1.27	%		1.21	%		1.02	%		1.02	%
Total expenses after fees waived and/or reimbursed			0.93	%		0.97	%		0.99	%		1.00	%		1.00	%
Net investment income			1.40	%		0.77	%		0.91	%		1.71	%		1.55	%
Supplemental Data
Net assets, end of year (000)		$	4,143		$	3,687		$	2,620		$	5,541		$	3,131
Portfolio turnover rate			14	%(e)		3	%(e)		29	%(f)		42	%(g)		40	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

104 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2040 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.02		$	18.74		$	17.22		$	14.62		$	18.04
Net investment income(a)			0.26			0.23			0.23			0.35			0.34
Net realized and unrealized gain (loss)			(3.33	)		2.73			2.09			3.39			(1.65	)
Net increase (decrease) from investment operations			(3.07	)		2.96			2.32			3.74			(1.31	)
Distributions(b)
From net investment income			(0.13	)		(1.29	)		(0.24	)		(0.37	)		(0.33	)
From net realized gain			(0.11	)		(2.39	)		(0.56	)		(0.77	)		(1.78	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.32	)		(3.68	)		(0.80	)		(1.14	)		(2.11	)
Net asset value, end of year		$	14.63		$	18.02		$	18.74		$	17.22		$	14.62
Total Return(c)
Based on net asset value			(17.09	)%		16.04	%		13.98	%		25.72	%		(7.49	)%
Ratios to Average Net Assets(d)
Total expenses			0.76	%		0.81	%		0.77	%		0.55	%		0.55	%
Total expenses after fees waived and/or reimbursed			0.47	%		0.52	%		0.53	%		0.55	%		0.55	%
Net investment income			1.67	%		1.13	%		1.41	%		2.10	%		1.87	%
Supplemental Data
Net assets, end of year (000)		$	41,098		$	54,509		$	59,328		$	60,508		$	48,056
Portfolio turnover rate			13	%(e)		6	%(e)		39	%(f)		35	%(g)		39	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f) From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 105

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2040 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	15.66		$	16.71		$	15.44		$	13.22		$	16.53
Net investment income(a)			0.19			0.16			0.17			0.27			0.27
Net realized and unrealized gain (loss)			(2.89	)		2.45			1.87			3.06			(1.50	)
Net increase (decrease) from investment operations			(2.70	)		2.61			2.04			3.33			(1.23	)
Distributions(b)
From net investment income			(0.13	)		(1.26	)		(0.21	)		(0.34	)		(0.30	)
From net realized gain			(0.11	)		(2.40	)		(0.56	)		(0.77	)		(1.78	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.31	)		(3.66	)		(0.77	)		(1.11	)		(2.08	)
Net asset value, end of year		$	12.65		$	15.66		$	16.71		$	15.44		$	13.22
Total Return(c)
Based on net asset value			(17.32	)%		15.84	%		13.72	%		25.29	%		(7.70	)%
Ratios to Average Net Assets(d)
Total expenses			1.01	%		1.06	%		1.02	%		0.80	%		0.80	%
Total expenses after fees waived and/or reimbursed			0.72	%		0.77	%		0.78	%		0.80	%		0.80	%
Net investment income			1.43	%		0.89	%		1.14	%		1.81	%		1.66	%
Supplemental Data
Net assets, end of year (000)		$	121,680		$	153,955		$	157,613		$	173,103		$	168,678
Portfolio turnover rate			13	%(e)		6	%(e)		39	%(f)		35	%(g)		39	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

106 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2040 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.56		$	18.38		$	16.89		$	14.37		$	17.77
Net investment income(a)			0.11			0.03			0.05			0.17			0.15
Net realized and unrealized gain (loss)			(3.25	)		2.69			2.06			3.32			(1.62	)
Net increase (decrease) from investment operations			(3.14	)		2.72			2.11			3.49			(1.47	)
Distributions(b)
From net investment income			(0.06	)		(1.15	)		(0.06	)		(0.20	)		(0.15	)
From net realized gain			(0.11	)		(2.39	)		(0.56	)		(0.77	)		(1.78	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.25	)		(3.54	)		(0.62	)		(0.97	)		(1.93	)
Net asset value, end of year		$	14.17		$	17.56		$	18.38		$	16.89		$	14.37
Total Return(c)
Based on net asset value			(17.94	)%		14.97	%		12.80	%		24.35	%		(8.47	)%
Ratios to Average Net Assets(d)
Total expenses			1.76	%		1.81	%		1.77	%		1.60	%		1.60	%
Total expenses after fees waived and/or reimbursed			1.47	%		1.52	%		1.55	%		1.60	%		1.60	%
Net investment income			0.71	%		0.15	%		0.32	%		1.05	%		0.86	%
Supplemental Data
Net assets, end of year (000)		$	2,210		$	2,486		$	2,325		$	3,276		$	2,541
Portfolio turnover rate			13	%(e)		6	%(e)		39	%(f)		35	%(g)		39	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 107

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2040 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.16		$	18.85		$	17.32		$	14.70		$	18.13
Net investment income(a)			0.29			0.29			0.26			0.41			0.38
Net realized and unrealized gain (loss)			(3.35	)		2.75			2.11			3.38			(1.66	)
Net increase (decrease) from investment operations			(3.06	)		3.04			2.37			3.79			(1.28	)
Distributions(b)
From net investment income			(0.15	)		(1.34	)		(0.28	)		(0.40	)		(0.37	)
From net realized gain			(0.11	)		(2.39	)		(0.56	)		(0.77	)		(1.78	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.34	)		(3.73	)		(0.84	)		(1.17	)		(2.15	)
Net asset value, end of year		$	14.76		$	18.16		$	18.85		$	17.32		$	14.70
Total Return(c)
Based on net asset value			(16.90	)%		16.38	%		14.23	%		25.96	%		(7.31	)%
Ratios to Average Net Assets(d)
Total expenses			0.51	%		0.56	%		0.53	%		0.35	%		0.35	%
Total expenses after fees waived and/or reimbursed			0.22	%		0.27	%		0.29	%		0.35	%		0.35	%
Net investment income			1.87	%		1.44	%		1.58	%		2.42	%		2.09	%
Supplemental Data
Net assets, end of year (000)		$	60,687		$	85,150		$	57,407		$	47,987		$	28,294
Portfolio turnover rate			13	%(e)		6	%(e)		39	%(f)		35	%(g)		39	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f) From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

108 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2040 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.73		$	18.51		$	17.02		$	14.48		$	17.89
Net investment income(a)			0.19			0.14			0.16			0.28			0.25
Net realized and unrealized gain (loss)			(3.28	)		2.70			2.06			3.34			(1.63	)
Net increase (decrease) from investment operations			(3.09	)		2.84			2.22			3.62			(1.38	)
Distributions(b)
From net investment income			(0.10	)		(1.23	)		(0.17	)		(0.31	)		(0.25	)
From net realized gain			(0.11	)		(2.39	)		(0.56	)		(0.77	)		(1.78	)
Return of capital			(0.08	)		—			—		��	—			—
Total distributions			(0.29	)		(3.62	)		(0.73	)		(1.08	)		(2.03	)
Net asset value, end of year		$	14.35		$	17.73		$	18.51		$	17.02		$	14.48
Total Return(c)
Based on net asset value			(17.48	)%		15.55	%		13.45	%		25.10	%		(7.92	)%
Ratios to Average Net Assets(d)
Total expenses			1.21	%		1.26	%		1.21	%		1.01	%		1.00	%
Total expenses after fees waived and/or reimbursed			0.92	%		0.97	%		0.98	%		1.00	%		1.00	%
Net investment income			1.28	%		0.72	%		0.96	%		1.70	%		1.41	%
Supplemental Data
Net assets, end of year (000)		$	4,880		$	4,977		$	3,946		$	4,005		$	2,078
Portfolio turnover rate			13	%(e)		6	%(e)		39	%(f)		35	%(g)		39	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 109

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2045 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.81		$	17.06		$	15.31		$	12.75		$	15.41
Net investment income(a)			0.23			0.20			0.21			0.31			0.26
Net realized and unrealized gain (loss)			(3.36	)		2.79			1.91			3.04			(1.47	)
Net increase (decrease) from investment operations			(3.13	)		2.99			2.12			3.35			(1.21	)
Distributions(b)
From net investment income			(0.13	)		(1.16	)		(0.22	)		(0.31	)		(0.29	)
From net realized gain			(0.15	)		(1.08	)		(0.15	)		(0.48	)		(1.16	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.37	)		(2.24	)		(0.37	)		(0.79	)		(1.45	)
Net asset value, end of year		$	14.31		$	17.81		$	17.06		$	15.31		$	12.75
Total Return(c)
Based on net asset value			(17.68	)%		17.61	%		14.31	%		26.38	%		(8.18	)%
Ratios to Average Net Assets(d)
Total expenses			0.78	%		0.84	%		0.82	%		0.58	%		0.58	%
Total expenses after fees waived and/or reimbursed			0.47	%		0.51	%		0.53	%		0.56	%		0.55	%
Net investment income			1.49	%		1.07	%		1.43	%		2.13	%		1.68	%
Supplemental Data
Net assets, end of year (000)		$	6,317		$	8,641		$	7,491		$	4,656		$	2,967
Portfolio turnover rate			16	%(e)		—	%(e)(f)		26	%(g)		49	%(h)		47	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  Rounds to less than 1%.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

110 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2045 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.75		$	17.02		$	15.27		$	12.72		$	15.40
Net investment income(a)			0.19			0.16			0.16			0.26			0.24
Net realized and unrealized gain (loss)			(3.35	)		2.77			1.92			3.05			(1.50	)
Net increase (decrease) from investment operations			(3.16	)		2.93			2.08			3.31			(1.26	)
Distributions(b)
From net investment income			(0.12	)		(1.12	)		(0.18	)		(0.28	)		(0.26	)
From net realized gain			(0.15	)		(1.08	)		(0.15	)		(0.48	)		(1.16	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.35	)		(2.20	)		(0.33	)		(0.76	)		(1.42	)
Net asset value, end of year		$	14.24		$	17.75		$	17.02		$	15.27		$	12.72
Total Return(c)
Based on net asset value			(17.89	)%		17.33	%		14.03	%		26.05	%		(8.44	)%
Ratios to Average Net Assets(d)
Total expenses			1.03	%		1.09	%		1.05	%		0.84	%		0.83	%
Total expenses after fees waived and/or reimbursed			0.72	%		0.76	%		0.79	%		0.81	%		0.80	%
Net investment income			1.23	%		0.84	%		1.12	%		1.82	%		1.56	%
Supplemental Data
Net assets, end of year (000)		$	17,896		$	21,856		$	17,996		$	18,811		$	17,742
Portfolio turnover rate			16	%(e)		—	%(e)(f)		26	%(g)		49	%(h)		47	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  Rounds to less than 1%.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 111

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2045 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.42		$	16.78		$	15.04		$	12.54		$	15.20
Net investment income(a)			0.07			0.02			0.04			0.15			0.12
Net realized and unrealized gain (loss)			(3.28	)		2.72			1.90			2.99			(1.47	)
Net increase (decrease) from investment operations			(3.21	)		2.74			1.94			3.14			(1.35	)
Distributions(b)
From net investment income			(0.08	)		(1.02	)		(0.05	)		(0.16	)		(0.15	)
From net realized gain			(0.15	)		(1.08	)		(0.15	)		(0.48	)		(1.16	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.31	)		(2.10	)		(0.20	)		(0.64	)		(1.31	)
Net asset value, end of year		$	13.90		$	17.42		$	16.78		$	15.04		$	12.54
Total Return(c)
Based on net asset value			(18.51	)%		16.40	%		13.16	%		25.07	%		(9.13	)%
Ratios to Average Net Assets(d)
Total expenses			1.78	%		1.84	%		1.81	%		1.64	%		1.63	%
Total expenses after fees waived and/or reimbursed			1.47	%		1.51	%		1.55	%		1.61	%		1.60	%
Net investment income			0.47	%		0.08	%		0.29	%		1.04	%		0.78	%
Supplemental Data
Net assets, end of year (000)		$	1,284		$	1,392		$	1,129		$	1,732		$	1,535
Portfolio turnover rate			16	%(e)		—	%(e)(f)		26	%(g)		49	%(h)		47	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  Rounds to less than 1%.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

112 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2045 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.05		$	17.25		$	15.48		$	12.88		$	15.57
Net investment income(a)			0.26			0.26			0.26			0.39			0.32
Net realized and unrealized gain (loss)			(3.39	)		2.81			1.91			3.03			(1.52	)
Net increase (decrease) from investment operations			(3.13	)		3.07			2.17			3.42			(1.20	)
Distributions(b)
From net investment income			(0.15	)		(1.19	)		(0.25	)		(0.34	)		(0.33	)
From net realized gain			(0.15	)		(1.08	)		(0.15	)		(0.48	)		(1.16	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.39	)		(2.27	)		(0.40	)		(0.82	)		(1.49	)
Net asset value, end of year		$	14.53		$	18.05		$	17.25		$	15.48		$	12.88
Total Return(c)
Based on net asset value			(17.44	)%		17.93	%		14.54	%		26.67	%		(7.99	)%
Ratios to Average Net Assets(d)
Total expenses			0.53	%		0.59	%		0.57	%		0.37	%		0.38	%
Total expenses after fees waived and/or reimbursed			0.22	%		0.26	%		0.29	%		0.34	%		0.35	%
Net investment income			1.68	%		1.35	%		1.73	%		2.60	%		2.04	%
Supplemental Data
Net assets, end of year (000)		$	60,100		$	82,853		$	56,683		$	20,936		$	4,471
Portfolio turnover rate			16	%(e)		—	%(e)(f)		26	%(g)		49	%(h)		47	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f) Rounds to less than 1%.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 113

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2045 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	17.68		$	16.97		$	15.23		$	12.69		$	15.37
Net investment income(a)			0.17			0.12			0.13			0.24			0.21
Net realized and unrealized gain (loss)			(3.34	)		2.77			1.90			3.03			(1.49	)
Net increase (decrease) from investment operations			(3.17	)		2.89			2.03			3.27			(1.28	)
Distributions(b)
From net investment income			(0.11	)		(1.10	)		(0.14	)		(0.25	)		(0.24	)
From net realized gain			(0.15	)		(1.08	)		(0.15	)		(0.48	)		(1.16	)
Return of capital			(0.08	)		—			—			—			—
Total distributions			(0.34	)		(2.18	)		(0.29	)		(0.73	)		(1.40	)
Net asset value, end of year		$	14.17		$	17.68		$	16.97		$	15.23		$	12.69
Total Return(c)
Based on net asset value			(18.03	)%		17.10	%		13.73	%		25.83	%		(8.63	)%
Ratios to Average Net Assets(d)
Total expenses			1.23	%		1.29	%		1.24	%		1.04	%		1.03	%
Total expenses after fees waived and/or reimbursed			0.92	%		0.96	%		0.99	%		1.01	%		1.00	%
Net investment income			1.17	%		0.64	%		0.87	%		1.65	%		1.38	%
Supplemental Data
Net assets, end of year (000)		$	4,108		$	2,989		$	2,454		$	4,104		$	3,196
Portfolio turnover rate			16	%(e)		—	%(e)(f)		26	%(g)		49	%(h)		47	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  Rounds to less than 1%.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

114 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2050 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	22.99		$	22.78		$	20.39		$	17.13		$	21.54
Net investment income(a)			0.28			0.26			0.24			0.41			0.36
Net realized and unrealized gain (loss)			(4.56	)		3.83			2.67			4.09			(2.07	)
Net increase (decrease) from investment operations			(4.28	)		4.09			2.91			4.50			(1.71	)
Distributions(b)
From net investment income			(0.20	)		(1.69	)		(0.26	)		(0.42	)		(0.42	)
From net realized gain			(0.17	)		(2.19	)		(0.26	)		(0.82	)		(2.28	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.46	)		(3.88	)		(0.52	)		(1.24	)		(2.70	)
Net asset value, end of year		$	18.25		$	22.99		$	22.78		$	20.39		$	17.13
Total Return(c)
Based on net asset value			(18.71	)%		18.15	%		14.80	%		26.38	%		(8.27	)%
Ratios to Average Net Assets(d)
Total expenses			0.78	%		0.84	%		0.79	%		0.56	%		0.56	%
Total expenses after fees waived and/or reimbursed			0.49	%		0.54	%		0.54	%		0.55	%		0.55	%
Net investment income			1.45	%		1.04	%		1.24	%		2.07	%		1.68	%
Supplemental Data
Net assets, end of year (000)		$	15,423		$	21,290		$	19,215		$	16,870		$	11,376
Portfolio turnover rate			16	%(e)		1	%(e)		31	%(f)		42	%(g)		43	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 115

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2050 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	22.87		$	22.69		$	20.31		$	17.06		$	21.47
Net investment income(a)			0.24			0.19			0.19			0.34			0.31
Net realized and unrealized gain (loss)			(4.54	)		3.82			2.66			4.10			(2.07	)
Net increase (decrease) from investment operations			(4.30	)		4.01			2.85			4.44			(1.76	)
Distributions(b)
From net investment income			(0.18	)		(1.64	)		(0.21	)		(0.37	)		(0.37	)
From net realized gain			(0.17	)		(2.19	)		(0.26	)		(0.82	)		(2.28	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.44	)		(3.83	)		(0.47	)		(1.19	)		(2.65	)
Net asset value, end of year		$	18.13		$	22.87		$	22.69		$	20.31		$	17.06
Total Return(c)
Based on net asset value			(18.90	)%		17.88	%		14.50	%		26.11	%		(8.51	)%
Ratios to Average Net Assets(d)
Total expenses			1.03	%		1.09	%		1.04	%		0.81	%		0.81	%
Total expenses after fees waived and/or reimbursed			0.75	%		0.79	%		0.79	%		0.80	%		0.80	%
Net investment income			1.22	%		0.78	%		0.96	%		1.76	%		1.47	%
Supplemental Data
Net assets, end of year (000)		$	64,526		$	77,982		$	73,608		$	75,986		$	70,181
Portfolio turnover rate			16	%(e)		1	%(e)		31	%(f)		42	%(g)		43	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

116 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2050 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	22.42		$	22.36		$	20.02		$	16.86		$	21.26
Net investment income(a)			0.09			0.01			0.04			0.20			0.14
Net realized and unrealized gain (loss)			(4.44	)		3.75			2.62			4.02			(2.05	)
Net increase (decrease) from investment operations			(4.35	)		3.76			2.66			4.22			(1.91	)
Distributions(b)
From net investment income			(0.11	)		(1.51	)		(0.06	)		(0.24	)		(0.21	)
From net realized gain			(0.17	)		(2.19	)		(0.26	)		(0.82	)		(2.28	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.37	)		(3.70	)		(0.32	)		(1.06	)		(2.49	)
Net asset value, end of year		$	17.70		$	22.42		$	22.36		$	20.02		$	16.86
Total Return(c)
Based on net asset value			(19.50	)%		17.00	%		13.60	%		25.10	%		(9.25	)%
Ratios to Average Net Assets(d)
Total expenses			1.78	%		1.84	%		1.80	%		1.61	%		1.61	%
Total expenses after fees waived and/or reimbursed			1.50	%		1.54	%		1.55	%		1.60	%		1.60	%
Net investment income			0.47	%		0.05	%		0.19	%		1.01	%		0.68	%
Supplemental Data
Net assets, end of year (000)		$	1,690		$	2,002		$	1,477		$	1,774		$	1,299
Portfolio turnover rate			16	%(e)		1	%(e)		31	%(f)		42	%(g)		43	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 117

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2050 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	23.10		$	22.86		$	20.46		$	17.18		$	21.59
Net investment income(a)			0.32			0.33			0.29			0.50			0.37
Net realized and unrealized gain (loss)			(4.56	)		3.83			2.68			4.06			(2.05	)
Net increase (decrease) from investment operations			(4.24	)		4.16			2.97			4.56			(1.68	)
Distributions(b)
From net investment income			(0.23	)		(1.73	)		(0.31	)		(0.46	)		(0.45	)
From net realized gain			(0.17	)		(2.19	)		(0.26	)		(0.82	)		(2.28	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.49	)		(3.92	)		(0.57	)		(1.28	)		(2.73	)
Net asset value, end of year		$	18.37		$	23.10		$	22.86		$	20.46		$	17.18
Total Return(c)
Based on net asset value			(18.47	)%		18.45	%		15.07	%		26.67	%		(8.11	)%
Ratios to Average Net Assets(d)
Total expenses			0.53	%		0.59	%		0.55	%		0.36	%		0.36	%
Total expenses after fees waived and/or reimbursed			0.24	%		0.29	%		0.30	%		0.35	%		0.35	%
Net investment income			1.62	%		1.34	%		1.47	%		2.54	%		1.69	%
Supplemental Data
Net assets, end of year (000)		$	42,971		$	66,065		$	35,574		$	16,383		$	4,504
Portfolio turnover rate			16	%(e)		1	%(e)		31	%(f)		42	%(g)		43	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

118 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2050 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	22.74		$	22.59		$	20.23		$	17.00		$	21.42
Net investment income(a)			0.21			0.15			0.15			0.31			0.27
Net realized and unrealized gain (loss)			(4.52	)		3.80			2.64			4.08			(2.08	)
Net increase (decrease) from investment operations			(4.31	)		3.95			2.79			4.39			(1.81	)
Distributions(b)
From net investment income			(0.16	)		(1.61	)		(0.17	)		(0.34	)		(0.33	)
From net realized gain			(0.17	)		(2.19	)		(0.26	)		(0.82	)		(2.28	)
Return of capital			(0.09	)		—			—			—			—
Total distributions			(0.42	)		(3.80	)		(0.43	)		(1.16	)		(2.61	)
Net asset value, end of year		$	18.01		$	22.74		$	22.59		$	20.23		$	17.00
Total Return(c)
Based on net asset value			(19.05	)%		17.65	%		14.23	%		25.92	%		(8.74	)%
Ratios to Average Net Assets(d)
Total expenses			1.23	%		1.29	%		1.24	%		1.01	%		1.01	%
Total expenses after fees waived and/or reimbursed			0.94	%		0.99	%		1.00	%		1.00	%		1.00	%
Net investment income			1.10	%		0.60	%		0.77	%		1.57	%		1.29	%
Supplemental Data
Net assets, end of year (000)		$	3,302		$	3,149		$	2,647		$	2,558		$	1,620
Portfolio turnover rate			16	%(e)		1	%(e)		31	%(f)		42	%(g)		43	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 119

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2055 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.90		$	17.94		$	15.90		$	13.19		$	15.86
Net investment income(a)			0.22			0.20			0.20			0.32			0.26
Net realized and unrealized gain (loss)			(3.75	)		3.07			2.18			3.16			(1.56	)
Net increase (decrease) from investment operations			(3.53	)		3.27			2.38			3.48			(1.30	)
Distributions(b)
From net investment income			(0.14	)		(1.24	)		(0.21	)		(0.31	)		(0.29	)
From net realized gain			(0.17	)		(1.07	)		(0.13	)		(0.46	)		(1.08	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.38	)		(2.31	)		(0.34	)		(0.77	)		(1.37	)
Net asset value, end of year		$	14.99		$	18.90		$	17.94		$	15.90		$	13.19
Total Return(c)
Based on net asset value			(18.75	)%		18.43	%		15.47	%		26.48	%		(8.43	)%
Ratios to Average Net Assets(d)
Total expenses			0.79	%		0.87	%		0.85	%		0.59	%		0.61	%
Total expenses after fees waived and/or reimbursed			0.50	%		0.54	%		0.54	%		0.54	%		0.55	%
Net investment income			1.40	%		0.99	%		1.30	%		2.14	%		1.65	%
Supplemental Data
Net assets, end of year (000)		$	6,014		$	7,814		$	6,308		$	3,461		$	1,748
Portfolio turnover rate			27	%(e)		2	%(e)		23	%(f)		54	%(g)		57	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

120 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2055 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.78		$	17.85		$	15.82		$	13.13		$	15.81
Net investment income(a)			0.18			0.15			0.16			0.27			0.24
Net realized and unrealized gain (loss)			(3.72	)		3.06			2.17			3.15			(1.57	)
Net increase (decrease) from investment operations			(3.54	)		3.21			2.33			3.42			(1.33	)
Distributions(b)
From net investment income			(0.12	)		(1.21	)		(0.17	)		(0.27	)		(0.27	)
From net realized gain			(0.17	)		(1.07	)		(0.13	)		(0.46	)		(1.08	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.36	)		(2.28	)		(0.30	)		(0.73	)		(1.35	)
Net asset value, end of year		$	14.88		$	18.78		$	17.85		$	15.82		$	13.13
Total Return(c)
Based on net asset value			(18.90	)%		18.13	%		15.17	%		26.12	%		(8.63	)%
Ratios to Average Net Assets(d)
Total expenses			1.04	%		1.12	%		1.09	%		0.85	%		0.86	%
Total expenses after fees waived and/or reimbursed			0.75	%		0.79	%		0.80	%		0.80	%		0.80	%
Net investment income			1.15	%		0.75	%		1.05	%		1.81	%		1.53	%
Supplemental Data
Net assets, end of year (000)		$	14,873		$	17,422		$	15,871		$	13,347		$	11,583
Portfolio turnover rate			27	%(e)		2	%(e)		23	%(f)		54	%(g)		57	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 121

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2055 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.42		$	17.59		$	15.58		$	12.95		$	15.62
Net investment income(a)			0.07			(0.00	)(b)		0.04			0.16			0.12
Net realized and unrealized gain (loss)			(3.66	)		3.00			2.15			3.10			(1.56	)
Net increase (decrease) from investment operations			(3.59	)		3.00			2.19			3.26			(1.44	)
Distributions(c)
From net investment income			(0.06	)		(1.10	)		(0.05	)		(0.17	)		(0.15	)
From net realized gain			(0.17	)		(1.07	)		(0.13	)		(0.46	)		(1.08	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.30	)		(2.17	)		(0.18	)		(0.63	)		(1.23	)
Net asset value, end of year		$	14.53		$	18.42		$	17.59		$	15.58		$	12.95
Total Return(d)
Based on net asset value			(19.53	)%		17.19	%		14.32	%		25.17	%		(9.36	)%
Ratios to Average Net Assets(e)
Total expenses			1.79	%		1.87	%		1.84	%		1.65	%		1.66	%
Total expenses after fees waived and/or reimbursed			1.50	%		1.54	%		1.56	%		1.60	%		1.60	%
Net investment income			0.45	%		(0.00	)%		0.27	%		1.08	%		0.75	%
Supplemental Data
Net assets, end of year (000)		$	1,341		$	1,340		$	1,071		$	1,212		$	862
Portfolio turnover rate			27	%(f)		2	%(f)		23	%(g)		54	%(h)		57	%(h)

^(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, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

122 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2055 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	19.21		$	18.19		$	16.12		$	13.36		$	16.06
Net investment income(a)			0.25			0.26			0.25			0.40			0.32
Net realized and unrealized gain (loss)			(3.79	)		3.11			2.20			3.16			(1.60	)
Net increase (decrease) from investment operations			(3.54	)		3.37			2.45			3.56			(1.28	)
Distributions(b)
From net investment income			(0.16	)		(1.28	)		(0.25	)		(0.34	)		(0.34	)
From net realized gain			(0.17	)		(1.07	)		(0.13	)		(0.46	)		(1.08	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.40	)		(2.35	)		(0.38	)		(0.80	)		(1.42	)
Net asset value, end of year		$	15.27		$	19.21		$	18.19		$	16.12		$	13.36
Total Return(c)
Based on net asset value			(18.49	)%		18.72	%		15.69	%		26.75	%		(8.21	)%
Ratios to Average Net Assets(d)
Total expenses			0.54	%		0.62	%		0.60	%		0.39	%		0.41	%
Total expenses after fees waived and/or reimbursed			0.25	%		0.29	%		0.30	%		0.34	%		0.35	%
Net investment income			1.57	%		1.28	%		1.58	%		2.58	%		1.99	%
Supplemental Data
Net assets, end of year (000)		$	37,439		$	53,041		$	30,189		$	7,240		$	1,920
Portfolio turnover rate			27	%(e)		2	%(e)		23	%(f)		54	%(g)		57	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 123

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2055 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	18.72		$	17.82		$	15.78		$	13.11		$	15.80
Net investment income(a)			0.16			0.12			0.13			0.24			0.21
Net realized and unrealized gain (loss)			(3.72	)		3.03			2.17			3.15			(1.58	)
Net increase (decrease) from investment operations			(3.56	)		3.15			2.30			3.39			(1.37	)
Distributions(b)
From net investment income			(0.11	)		(1.18	)		(0.13	)		(0.26	)		(0.24	)
From net realized gain			(0.17	)		(1.07	)		(0.13	)		(0.46	)		(1.08	)
Return of capital			(0.07	)		—			—			—			—
Total distributions			(0.35	)		(2.25	)		(0.26	)		(0.72	)		(1.32	)
Net asset value, end of year		$	14.81		$	18.72		$	17.82		$	15.78		$	13.11
Total Return(c)
Based on net asset value			(19.09	)%		17.83	%		14.96	%		25.89	%		(8.87	)%
Ratios to Average Net Assets(d)
Total expenses			1.24	%		1.32	%		1.28	%		1.04	%		1.06	%
Total expenses after fees waived and/or reimbursed			0.95	%		0.99	%		1.00	%		1.00	%		1.00	%
Net investment income			1.05	%		0.59	%		0.85	%		1.59	%		1.34	%
Supplemental Data
Net assets, end of year (000)		$	2,464		$	2,204		$	1,306		$	2,088		$	859
Portfolio turnover rate			27	%(e)		2	%(e)		23	%(f)		54	%(g)		57	%(g)

^(a)  Based on average shares outstanding.

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

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

^(d)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(e)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(f)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio, Large Cap Index Master Portfolio, Master Small Cap Index Series and Master Total Return Portfolio.

See notes to financial statements.

124 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2060 Fund
	Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.93		$	12.85		$	11.47		$	9.34		$	11.02
Net investment income(a)			0.18			0.16			0.16			0.26			0.19
Net realized and unrealized gain (loss)			(2.77	)		2.17			1.44			2.20			(1.13	)
Net increase (decrease) from investment operations			(2.59	)		2.33			1.60			2.46			(0.94	)
Distributions(b)
From net investment income			(0.09	)		(0.73	)		(0.17	)		(0.21	)		(0.24	)
From net realized gain			(0.09	)		(0.52	)		(0.05	)		(0.12	)		(0.50	)
Return of capital			(0.05	)		—			—			—			—
Total distributions			(0.23	)		(1.25	)		(0.22	)		(0.33	)		(0.74	)
Net asset value, end of year		$	11.11		$	13.93		$	12.85		$	11.47		$	9.34
Total Return(c)
Based on net asset value			(18.64	)%		18.14	%		14.34	%		26.47	%(d)		(8.64	)%
Ratios to Average Net Assets(e)
Total expenses			0.91	%		1.05	%		1.12	%		0.92	%		1.10	%
Total expenses after fees waived and/or reimbursed			0.49	%		0.52	%		0.52	%		0.54	%		0.55	%
Net investment income			1.54	%		1.09	%		1.40	%		2.39	%		1.73	%
Supplemental Data
Net assets, end of year (000)		$	1,596		$	1,314		$	1,197		$	237		$	19
Portfolio turnover rate			37	%(f)		5	%(f)		18	%(g)		44	%(h)		58	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d) Includes payment received from an affiliate, which impacted the Fund’s total return. Excluding the payment from an affiliate, the Fund’s total return is 26.36%.

^(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f) Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL   HIGHLIGHTS 125

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2060 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.91		$	12.84		$	11.46		$	9.33		$	11.02
Net investment income(a)			0.15			0.12			0.12			0.23			0.17
Net realized and unrealized gain (loss)			(2.77	)		2.17			1.45			2.21			(1.13	)
Net increase (decrease) from investment operations			(2.62	)		2.29			1.57			2.44			(0.96	)
Distributions(b)
From net investment income			(0.08	)		(0.70	)		(0.14	)		(0.19	)		(0.23	)
From net realized gain			(0.09	)		(0.52	)		(0.05	)		(0.12	)		(0.50	)
Return of capital			(0.05	)		—			—			—			—
Total distributions			(0.22	)		(1.22	)		(0.19	)		(0.31	)		(0.73	)
Net asset value, end of year		$	11.07		$	13.91		$	12.84		$	11.46		$	9.33
Total Return(c)
Based on net asset value			(18.88	)%		17.87	%		14.03	%		26.20	%(d)		(8.90	)%
Ratios to Average Net Assets(e)
Total expenses			1.15	%		1.30	%		1.36	%		1.17	%		1.36	%
Total expenses after fees waived and/or reimbursed			0.74	%		0.77	%		0.80	%		0.79	%		0.80	%
Net investment income			1.31	%		0.84	%		1.14	%		2.11	%		1.61	%
Supplemental Data
Net assets, end of year (000)		$	1,562		$	1,054		$	580		$	390		$	75
Portfolio turnover rate			37	%(f)		5	%(f)		18	%(g)		44	%(h)		58	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes payment received from an affiliate, which impacted the Fund’s total return. Excluding the payment from an affiliate, the Fund’s total return is 26.09%.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

126 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2060 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.86		$	12.83		$	11.45		$	9.34		$	11.02
Net investment income(a)			0.06			0.02			0.04			0.11			0.08
Net realized and unrealized gain (loss)			(2.75	)		2.16			1.45			2.23			(1.13	)
Net increase (decrease) from investment operations			(2.69	)		2.18			1.49			2.34			(1.05	)
Distributions(b)
From net investment income			(0.04	)		(0.63	)		(0.06	)		(0.11	)		(0.13	)
From net realized gain			(0.09	)		(0.52	)		(0.05	)		(0.12	)		(0.50	)
Return of capital			(0.05	)		—			—			—			—
Total distributions			(0.18	)		(1.15	)		(0.11	)		(0.23	)		(0.63	)
Net asset value, end of year		$	10.99		$	13.86		$	12.83		$	11.45		$	9.34
Total Return(c)
Based on net asset value			(19.48	)%		16.98	%		13.16	%		25.09	%(d)		(9.60	)%
Ratios to Average Net Assets(e)
Total expenses			1.90	%		2.05	%		2.11	%		2.03	%		2.16	%
Total expenses after fees waived and/or reimbursed			1.49	%		1.51	%		1.55	%		1.61	%		1.60	%
Net investment income			0.51	%		0.11	%		0.38	%		1.07	%		0.71	%
Supplemental Data
Net assets, end of year (000)		$	100		$	96		$	45		$	33		$	25
Portfolio turnover rate			37	%(f)		5	%(f)		18	%(g)		44	%(h)		58	%(h)

^(a) Based on average shares outstanding.

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

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

^(d)  Includes payment from an affiliate, which had no impact on the Fund’s total return.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f) Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL   HIGHLIGHTS 127

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2060 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.95		$	12.87		$	11.48		$	9.34		$	11.02
Net investment income(a)			0.18			0.19			0.18			0.26			0.22
Net realized and unrealized gain (loss)			(2.75	)		2.17			1.45			2.23			(1.13	)
Net increase (decrease) from investment operations			(2.57	)		2.36			1.63			2.49			(0.91	)
Distributions(b)
From net investment income			(0.11	)		(0.76	)		(0.19	)		(0.23	)		(0.27	)
From net realized gain			(0.09	)		(0.52	)		(0.05	)		(0.12	)		(0.50	)
Return of capital			(0.05	)		—			—			—			—
Total distributions			(0.25	)		(1.28	)		(0.24	)		(0.35	)		(0.77	)
Net asset value, end of year		$	11.13		$	13.95		$	12.87		$	11.48		$	9.34
Total Return(c)
Based on net asset value			(18.51	)%		18.43	%		14.62	%		26.74	%(d)		(8.45	)%
Ratios to Average Net Assets(e)
Total expenses			0.65	%		0.80	%		0.87	%		0.77	%		0.90	%
Total expenses after fees waived and/or reimbursed			0.24	%		0.27	%		0.29	%		0.36	%		0.35	%
Net investment income			1.56	%		1.34	%		1.62	%		2.40	%		1.96	%
Supplemental Data
Net assets, end of year (000)		$	11,524		$	17,030		$	8,747		$	3,384		$	1,862
Portfolio turnover rate			37	%(f)		5	%(f)		18	%(g)		44	%(h)		58	%(h)

^(a) Based on average shares outstanding.

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

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

^(d) Includes payment received from an affiliate, which impacted the Fund’s total return. Excluding the payment from an affiliate, the Fund’s total return is 26.64%.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

128 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2060 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	13.91		$	12.85		$	11.46		$	9.34		$	11.02
Net investment income(a)			0.14			0.09			0.10			0.40			0.15
Net realized and unrealized gain (loss)			(2.78	)		2.17			1.45			2.02			(1.13	)
Net increase (decrease) from investment operations			(2.64	)		2.26			1.55			2.42			(0.98	)
Distributions(b)
From net investment income			(0.07	)		(0.68	)		(0.11	)		(0.18	)		(0.20	)
From net realized gain			(0.09	)		(0.52	)		(0.05	)		(0.12	)		(0.50	)
Return of capital			(0.05	)		—			—			—			—
Total distributions			(0.21	)		(1.20	)		(0.16	)		(0.30	)		(0.70	)
Net asset value, end of year		$	11.06		$	13.91		$	12.85		$	11.46		$	9.34
Total Return(c)
Based on net asset value			(19.04	)%		17.63	%		13.84	%		25.92	%(d)		(9.05	)%
Ratios to Average Net Assets(e)
Total expenses			1.36	%		1.50	%		1.56	%		1.37	%		1.55	%
Total expenses after fees waived and/or reimbursed			0.94	%		0.97	%		0.98	%		0.99	%		1.00	%
Net investment income			1.19	%		0.66	%		0.89	%		3.67	%		1.30	%
Supplemental Data
Net assets, end of year (000)		$	1,247		$	817		$	359		$	185		$	19
Portfolio turnover rate			37	%(f)		5	%(f)		18	%(g)		44	%(h)		58	%(h)

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes payment received from an affiliate, which impacted the Fund’s total return. Excluding the payment from an affiliate, the Fund’s total return is 25.81%.

^(e) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f) Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(g)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(h) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL   HIGHLIGHTS 129

Financial Highlights (continued)

(For a share outstanding throughout each period)

		BlackRock LifePath® Dynamic 2065 Fund
	Institutional
			Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 10/30/19 to 12/31/19	(a)
Net asset value, beginning of period		$	12.67		$	11.74		$	10.47		$	10.00
Net investment income(b)			0.16			0.14			0.13			0.07
Net realized and unrealized gain (loss)			(2.50	)		2.02			1.30			0.47
Net increase (decrease) from investment operations			(2.34	)		2.16			1.43			0.54
Distributions(c)
From net investment income			(0.11	)		(0.78	)		(0.16	)		(0.07	)
From net realized gain			(0.10	)		(0.45	)		—			—
Return of capital			(0.05	)		—			—			—
Total distributions			(0.26	)		(1.23	)		(0.16	)		(0.07	)
Net asset value, end of period		$	10.07		$	12.67		$	11.74		$	10.47
Total Return(d)
Based on net asset value			(18.55	)%		18.43	%		13.99	%		5.36	%(e)
Ratios to Average Net Assets(f)
Total expenses			1.20	%		1.47	%		1.23	%		0.83	%(g)(h)
Total expenses after fees waived and/or reimbursed			0.48	%		0.53	%		0.54	%		0.56	%(g)
Net investment income			1.54	%		1.09	%		1.34	%		4.23	%(g)
Supplemental Data
Net assets, end of period (000)		$	604		$	596		$	486		$	419
Portfolio turnover rate			26	%(i)		8	%(i)		45	%(j)		3	%(k)

^(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)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g) Annualized.

^(h)  Audit fees were not annualized in the calculation of expense ratios. If this expense was annualized, the total expenses would have been 2.14%.

⁽ⁱ⁾ Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(j)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(k) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

130 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2065 Fund (continued)
	Investor A
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 10/30/19 to 12/31/19	(a)
Net asset value, beginning of period	$	12.66		$	11.74		$	10.47		$	10.00
Net investment income(b)		0.14			0.11			0.11			0.07
Net realized and unrealized gain (loss)		(2.50	)		2.02			1.30			0.46
Net increase (decrease) from investment operations		(2.36	)		2.13			1.41			0.53
Distributions(c)
From net investment income		(0.10	)		(0.76	)		(0.14	)		(0.06	)
From net realized gain		(0.10	)		(0.45	)		—			—
Return of capital		(0.05	)		—			—			—
Total distributions		(0.25	)		(1.21	)		(0.14	)		(0.06	)
Net asset value, end of period	$	10.05		$	12.66		$	11.74		$	10.47
Total Return(d)
Based on net asset value		(18.71	)%		18.13	%		13.70	%		5.32	%(e)
Ratios to Average Net Assets(f)
Total expenses		1.44	%		1.72	%		1.48	%		1.08	%(g)(h)
Total expenses after fees waived and/or reimbursed		0.72	%		0.78	%		0.79	%		0.81	%(g)
Net investment income		1.35	%		0.85	%		1.10	%		3.98	%(g)
Supplemental Data
Net assets, end of period (000)	$	868		$	722		$	501		$	419
Portfolio turnover rate		26	%(i)		8	%(i)		45	%(j)		3	%(k)

^(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, excludes the effects of any sales charges and 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.

^(h) Audit fees were not annualized in the calculation of expense ratios. If this expense was annualized, the total expenses would have been 2.39%.

⁽ⁱ⁾ Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(j)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(k)  Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 131

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2065 Fund (continued)
	Investor C
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 10/30/19 to 12/31/19	(a)
Net asset value, beginning of period	$	12.64		$	11.74		$	10.47		$	10.00
Net investment income(b)		0.06			0.01			0.03			0.05
Net realized and unrealized gain (loss)		(2.50	)		2.02			1.30			0.47
Net increase (decrease) from investment operations		(2.44	)		2.03			1.33			0.52
Distributions(c)
From net investment income		(0.06	)		(0.68	)		(0.06	)		(0.05	)
From net realized gain		(0.10	)		(0.45	)		—			—
Return of capital		(0.05	)		—			—			—
Total distributions		(0.21	)		(1.13	)		(0.06	)		(0.05	)
Net asset value, end of period	$	9.99		$	12.64		$	11.74		$	10.47
Total Return(d)
Based on net asset value		(19.38	)%		17.30	%		12.83	%		5.18	%(e)
Ratios to Average Net Assets(f)
Total expenses		2.20	%		2.47	%		2.24	%		1.88	%(g)(h)
Total expenses after fees waived and/or reimbursed		1.48	%		1.53	%		1.55	%		1.61	%(g)
Net investment income		0.59	%		0.08	%		0.33	%		3.13	%(g)
Supplemental Data
Net assets, end of period (000)	$	553		$	528		$	470		$	419
Portfolio turnover rate		26	%(i)		8	%(i)		45	%(j)		3	%(k)

^(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, excludes the effects of any sales charges and 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.

^(h)  Audit fees were not annualized in the calculation of expense ratios. If this expense was annualized, the total expenses would have been 3.19%.

⁽ⁱ⁾  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(j) From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(k) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

132 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2065 Fund (continued)
	Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 10/30/19 to 12/31/19	(a)
Net asset value, beginning of period	$	12.67		$	11.74		$	10.48		$	10.00
Net investment income(b)		0.18			0.18			0.16			0.08
Net realized and unrealized gain (loss)		(2.49	)		2.01			1.29			0.47
Net increase (decrease) from investment operations		(2.31	)		2.19			1.45			0.55
Distributions(c)
From net investment income		(0.13	)		(0.81	)		(0.19	)		(0.07	)
From net realized gain		(0.10	)		(0.45	)		—			—
Return of capital		(0.05	)		—			—			—
Total distributions		(0.28	)		(1.26	)		(0.19	)		(0.07	)
Net asset value, end of period	$	10.08		$	12.67		$	11.74		$	10.48
Total Return(d)
Based on net asset value		(18.37	)%		18.72	%		14.15	%		5.49	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.95	%		1.22	%		0.99	%		0.63	%(g)(h)
Total expenses after fees waived and/or reimbursed		0.22	%		0.28	%		0.30	%		0.36	%(g)
Net investment income		1.72	%		1.35	%		1.59	%		4.43	%(g)
Supplemental Data
Net assets, end of period (000)	$	3,655		$	4,242		$	2,969		$	2,514
Portfolio turnover rate		26	%(i)		8	%(i)		45	%(j)		3	%(k)

^(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)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit fees were not annualized in the calculation of expense ratios. If this expense was annualized, the total expenses would have been 1.94%.

⁽ⁱ⁾  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(j)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(k) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 133

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock LifePath® Dynamic 2065 Fund (continued)
	Class R
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 10/30/19 to 12/31/19	(a)
Net asset value, beginning of period	$	12.65		$	11.74		$	10.47		$	10.00
Net investment income(b)		0.11			0.08			0.09			0.07
Net realized and unrealized gain (loss)		(2.49	)		2.01			1.30			0.46
Net increase (decrease) from investment operations		(2.38	)		2.09			1.39			0.53
Distributions(c)
From net investment income		(0.09	)		(0.73	)		(0.12	)		(0.06	)
From net realized gain		(0.10	)		(0.45	)		—			—
Return of capital		(0.05	)		—			—			—
Total distributions		(0.24	)		(1.18	)		(0.12	)		(0.06	)
Net asset value, end of period	$	10.03		$	12.65		$	11.74		$	10.47
Total Return(d)
Based on net asset value		(18.92	)%		17.86	%		13.47	%		5.28	%(e)
Ratios to Average Net Assets(f)
Total expenses		1.65	%		1.92	%		1.68	%		1.28	%(g)(h)
Total expenses after fees waived and/or reimbursed		0.93	%		0.98	%		0.99	%		1.01	%(g)
Net investment income		1.05	%		0.63	%		0.89	%		3.78	%(g)
Supplemental Data
Net assets, end of period (000)	$	445		$	509		$	470		$	419
Portfolio turnover rate		26	%(i)		8	%(i)		45	%(j)		3	%(k)

^(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)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g) Annualized.

^(h)  Audit fees were not annualized in the calculation of expense ratios. If this expense was annualized, the total expenses would have been 2.59%

⁽ⁱ⁾  Includes the purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(j)  From January 1, 2020 through March 8, 2020, the rate includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and the Underlying Master Portfolios. Beginning March 9, 2020, the rate includes the LifePath Dynamic Fund’s purchases and sales of the underlying funds and the Underlying Master Portfolios.

^(k) Includes the LifePath Dynamic Master Portfolio’s purchases and sales of the underlying funds and Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio.

See notes to financial statements.

134 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements

1. ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. The following, each of which is a series of the Trust, are referred to herein collectively as the “Funds” or individually as a “Fund”:

Fund Name	Herein Referred To As		Diversification Classification
BlackRock LifePath® Dynamic Retirement Fund		LifePath Dynamic Retirement Fund	Diversified
BlackRock LifePath® Dynamic 2025 Fund		LifePath Dynamic 2025 Fund	Diversified
BlackRock LifePath® Dynamic 2030 Fund		LifePath Dynamic 2030 Fund	Diversified
BlackRock LifePath® Dynamic 2035 Fund		LifePath Dynamic 2035 Fund	Diversified
BlackRock LifePath® Dynamic 2040 Fund		LifePath Dynamic 2040 Fund	Diversified
BlackRock LifePath® Dynamic 2045 Fund		LifePath Dynamic 2045 Fund	Diversified
BlackRock LifePath® Dynamic 2050 Fund		LifePath Dynamic 2050 Fund	Diversified
BlackRock LifePath® Dynamic 2055 Fund		LifePath Dynamic 2055 Fund	Diversified
BlackRock LifePath® Dynamic 2060 Fund		LifePath Dynamic 2060 Fund	Diversified
BlackRock LifePath® Dynamic 2065 Fund		LifePath Dynamic 2065 Fund	Diversified

As of period end,the investment of LifePath Dynamic Retirement Fund, LifePath Dynamic 2025 Fund, LifePath Dynamic 2030 Fund, LifePath Dynamic 2035 Fund, LifePath Dynamic 2040 Fund, LifePath Dynamic 2045 Fund, LifePath Dynamic 2050 Fund, LifePath Dynamic 2055 Fund, LifePath Dynamic 2060 Fund and LifePath Dynamic 2065 Fund in the Diversified Equity Master Portfolio represented 22.1%, 26.8%, 34.3%, 40.3%, 47.9%, 52.9%, 55.8%, 56.2%, 51.5% and 53.2% respectively, of net assets. As such, financial statements of the Diversified Equity Master Portfolio including the Schedules of Investments, should be read in conjunction with each respective Fund’s financial statements. Diversified Equity Master Portfolio’s financial statements are available, without charge, on the U.S. Securities and Exchange Commission’s (“SEC’s”) website at sec.gov.

The Funds will generally invest in other registered investment companies (each, an “Underlying Fund” and collectively, the “Underlying Funds”) that are managed by subsidiaries of BlackRock, Inc. (“BlackRock”) and its affiliates, which are affiliates of the Funds. The Funds may also invest in other master portfolios (“Underlying Master Portfolios”) that are managed by subsidiaries of BlackRock.

The value of a Fund’s investment in each of Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolio reflects that Fund’s proportionate interest in the net assets of that master portfolio. As of period end, the Funds held interests in Underlying Master Portfolios as follows:

Fund Name	Diversified Equity Master Portfolio			Advantage CoreAlpha Bond Master Portfolio			International Tilts Master Portfolio			Master Total Return Portfolio
LifePath Dynamic Retirement Fund		5.6	%		3.5	%		5.5	%		0.2	%
LifePath Dynamic 2025 Fund		2.6			1.2			2.4			0.1
LifePath Dynamic 2030 Fund		10.9			2.7			10.6			0.1
LifePath Dynamic 2035 Fund		5.6			0.7			5.2			—(a)
LifePath Dynamic 2040 Fund		13.9			0.6			13.3			—(a)
LifePath Dynamic 2045 Fund		6.0			—			5.5			—
LifePath Dynamic 2050 Fund		9.0			—			8.3			—
LifePath Dynamic 2055 Fund		4.4			—			4.0			—
LifePath Dynamic 2060 Fund		1.0			—			1.0			—
LifePath Dynamic 2065 Fund		0.4			—			0.3			—(a)

^(a)  Amount is less than 0.1%.

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

Share Class	Initial Sales Charge		CDSC			Conversion Privilege
Institutional, Class K and Class R Shares		No		No		None
Investor A Shares		Yes		No	(a)	None
Investor C Shares		No		Yes	(b)	To Investor A Shares after approximately 8 years

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

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

The Funds, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

NOTES  TO  FINANCIAL  STATEMENTS 135

Notes to Financial Statements  (continued)

2. SIGNIFICANT ACCOUNTING POLICIES

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

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Each Fund records daily its proportionate share of Diversified Equity Master Portfolio, Advantage CoreAlpha Bond Master Portfolio, International Tilts Master Portfolio and Master Total Return Portfolios’ income, expenses and realized and unrealized gains and losses.

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

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

Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

Distributions: Distributions paid by the Funds are recorded on the ex-dividend dates. Distributions from net investment income are declared quarterly and paid quarterly. Distributions of capital gains are recorded on the ex-dividend dates and made at least annually. The portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. 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, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.

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

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of each Fund (the “Board”) has approved the designation of each Fund’s Manager as the valuation designee for each Fund. Each 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 each Fund’s assets and liabilities:

• Exchange-traded funds (“ETFs”) and closed-end funds traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. ETFs and closed-end funds traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

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

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

• Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.

136 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

• The Funds record their proportionate investment in the Underlying Master Portfolios at fair value, which is based upon their pro rata ownership in the net assets of the Underlying Master Portfolios.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the 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 each Fund has the ability to access;

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

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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.

As of December 31, 2022, certain investments of the Funds were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedules of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Funds’ Schedules of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statements of Assets and Liabilities as a component of investments at value – affiliated and collateral on securities loaned, respectively.

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

NOTES  TO  FINANCIAL  STATEMENTS 137

Notes to Financial Statements  (continued)

resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

As of period end, the following table is a summary of the Funds’ securities on loan by counterparty which are subject to offset under an MSLA:

LifePath Dynamic Fund Name/Counterparty			Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
LifePath Dynamic Retirement Fund
Scotia Capital (USA), Inc.		$	106,689	$	(106,689	)	$	—		$	—
Toronto-Dominion Bank			4,161,390		(4,161,390	)		—			—
Wells Fargo Bank N.A.			5,619,187		(5,619,187	)		—			—
Wells Fargo Securities LLC			5,648		(5,648	)		—			—
		$	9,892,914	$	(9,892,914	)	$	—		$	—
LifePath Dynamic 2025 Fund
HSBC Bank PLC		$	87,291	$	(87,291	)	$	—		$	—
Toronto-Dominion Bank			2,055,632		(2,055,632	)		—			—
Wells Fargo Bank N.A.			64,983		(64,983	)		—			—
		$	2,207,906	$	(2,207,906	)	$	—		$	—
LifePath Dynamic 2030 Fund
Morgan Stanley		$	536,560	$	(536,560	)	$	—		$	—
Toronto-Dominion Bank			7,793,845		(7,793,845	)		—			—
		$	8,330,405	$	(8,330,405	)	$	—		$	—
LifePath Dynamic 2035 Fund
Scotia Capital (USA), Inc.		$	33,888	$	(33,888	)	$	—		$	—
Toronto-Dominion Bank			5,050,159		(5,050,159	)		—			—
		$	5,084,047	$	(5,084,047	)	$	—		$	—
LifePath Dynamic 2040 Fund
Toronto-Dominion Bank	��	$	9,693,380	$	(9,693,380	)	$	—		$	—
Wells Fargo Bank N.A.			3,694,684		(3,694,684	)		—			—
		$	13,388,064	$	(13,388,064	)	$	—		$	—
LifePath Dynamic 2045 Fund
Toronto-Dominion Bank		$	4,736,300	$	(4,736,300	)	$	—		$	—
Wells Fargo Bank N.A.			34,897		(34,897	)		—			—
		$	4,771,197	$	(4,771,197	)	$	—		$	—
LifePath Dynamic 2050 Fund
Toronto-Dominion Bank		$	7,291,794	$	(7,291,794	)	$	—		$	—
LifePath Dynamic 2055 Fund
Toronto-Dominion Bank		$	2,983,500	$	(2,983,500	)	$	—		$	—
Wells Fargo Bank N.A.			487,356		(487,356	)		—			—
		$	3,470,856	$	(3,470,856	)	$	—		$	—
LifePath Dynamic 2060 Fund
BNP Paribas SA		$	72,882	$	(72,882	)	$	—		$	—
J.P. Morgan Securities LLC			62,187		(62,187	)		—			—
Morgan Stanley			111,642		(111,642	)		—			—
Nomura Securities International, Inc.			216,284		(216,284	)		—			—
Scotia Capital (USA), Inc.			169,440		(169,440	)		—			—
		$	632,435	$	(632,435	)	$	—		$	—
LifePath Dynamic 2065 Fund
BNP Paribas SA		$	60,329	$	(60,329	)	$	—		$	—
Morgan Stanley			179,655		(179,655	)		—			—
Nomura Securities International, Inc.			79,096		(79,096	)		—			—
Toronto-Dominion Bank			205,644		(205,644	)		—			—
		$	524,724	$	(524,724	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Fund’s Statements of Assets and Liabilities.

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

138 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Funds.

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Funds and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

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

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

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statements of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statements of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statements of Assets and Liabilities. A Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

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

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

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets

NOTES  TO  FINANCIAL  STATEMENTS 139

Notes to Financial Statements  (continued)

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

For such services, each Fund pays the Manager a monthly fee at an annual rate equal to 0.30% of the average daily value of each Fund’s net assets. Prior to April 29, 2022, each Fund paid the Manager a monthly fee at an annual rate equal to 0.35% of the average daily value of each Fund’s net assets.

With respect to each Fund, the Manager entered into separate sub-advisory agreements with each of BlackRock International Limited (“BIL”) and BlackRock (Singapore) Limited (“BSL”) (collectively, the “Sub-Advisers”), each an affiliate of the Manager. The Manager pays each Sub-Adviser for services it provides for that portion of each Fund for which BIL and BSL acts as sub-adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by each Fund to the Manager.

Service and Distribution Fees: The Trust, on behalf of each 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, each Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

Share Class	Service Fees			Distribution Fees
Investor A		0.25	%		N/A
Investor C		0.25			0.75%
Class R		0.25			0.25

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

For the year ended December 31, 2022, the following table shows the class specific service and distribution fees borne directly by each share class of each Fund:

Fund Name	Investor A		Investor C		Class R		Total
LifePath Dynamic Retirement Fund	$	337,338	$	17,794	$	26,146	$	381,278
LifePath Dynamic 2025 Fund		51,348		23,658		17,779		92,785
LifePath Dynamic 2030 Fund		362,019		24,480		25,392		411,891
LifePath Dynamic 2035 Fund		61,104		31,827		18,548		111,479
LifePath Dynamic 2040 Fund		323,618		22,566		23,757		369,941
LifePath Dynamic 2045 Fund		47,873		15,199		16,124		79,196
LifePath Dynamic 2050 Fund		166,958		17,625		14,488		199,071
LifePath Dynamic 2055 Fund		38,974		12,532		10,780		62,286
LifePath Dynamic 2060 Fund		3,126		890		4,882		8,898
LifePath Dynamic 2065 Fund		2,016		4,896		2,280		9,192

Administration: The Trust, on behalf of each Fund, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL” or the “Administrator”), which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Funds’ ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Funds. BAL is entitled to receive for these administrative services an annual fee of 0.29% based on the average daily net assets of each Fund’s Institutional, Investor A and Investor C Shares, 0.04% of the average daily net assets of Class K Shares and 0.24% of the average daily net assets of Class R Shares.

Prior to April 29, 2022, BAL was entitled to receive for these administrative services an annual fee of 0.30% based on the average daily net assets of each Fund’s Institutional, Investor A and Investor C Shares, 0.05% of the average daily net assets of Class K Shares and 0.25% of the average daily net assets of Class R Shares.

From time to time, BAL may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Funds and, accordingly, have a favorable impact on their performance. BAL may delegate certain of its administration duties to sub-administrators.

For the year ended December 31, 2022, the following table shows the class specific administration fees borne directly by each share class of each Fund:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
LifePath Dynamic Retirement Fund	$	121,716	$	396,295	$	5,226	$	27,945	$	12,731	$	563,913
LifePath Dynamic 2025 Fund		25,914		60,309		6,944		27,645		8,654		129,466
LifePath Dynamic 2030 Fund		132,057		425,094		7,185		39,349		12,357		616,042
LifePath Dynamic 2035 Fund		30,118		71,716		9,341		36,367		9,025		156,567
LifePath Dynamic 2040 Fund		131,006		380,014		6,620		33,699		11,557		562,896
LifePath Dynamic 2045 Fund		18,490		56,204		4,458		32,153		7,835		119,140
LifePath Dynamic 2050 Fund		48,316		196,011		5,174		25,508		7,048		282,057
LifePath Dynamic 2055 Fund		18,139		45,751		3,677		20,847		5,243		93,657
LifePath Dynamic 2060 Fund		3,907		3,662		261		6,680		2,370		16,880
LifePath Dynamic 2065 Fund		1,649		2,363		1,435		1,728		1,110		8,285

140 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended December 31, 2022, the Funds did not pay any amounts to affiliates in return for these services.

Other Fees: For the year ended December 31, 2022, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of each Fund’s Investor A Shares as follows:

Fund Name	Investor A
LifePath Dynamic Retirement Fund	$	65
LifePath Dynamic 2025 Fund		234
LifePath Dynamic 2030 Fund		602
LifePath Dynamic 2035 Fund		860
LifePath Dynamic 2040 Fund		865
LifePath Dynamic 2045 Fund		974
LifePath Dynamic 2050 Fund		886
LifePath Dynamic 2055 Fund		859
LifePath Dynamic 2060 Fund		521
LifePath Dynamic 2065 Fund		566

For the year ended December 31, 2022, affiliates received CDSCs as follows:

Fund Name	Investor A		Investor C
LifePath Dynamic Retirement Fund	$	—	$	296
LifePath Dynamic 2025 Fund		—		9
LifePath Dynamic 2030 Fund		31		81
LifePath Dynamic 2035 Fund		—		744
LifePath Dynamic 2045 Fund		—		3,615
LifePath Dynamic 2050 Fund		—		343

Expense Waivers and Reimbursements: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. 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 a Fund. These amounts are included in fees waived and/or reimbursed by the Administrator/Manager in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

Fund Name	Fees Waived and/or Reimbursed by the Administrator/Manager
LifePath Dynamic Retirement Fund	$	5,180
LifePath Dynamic 2025 Fund		2,271
LifePath Dynamic 2030 Fund		4,661
LifePath Dynamic 2035 Fund		3,758
LifePath Dynamic 2040 Fund		4,135
LifePath Dynamic 2045 Fund		3,021
LifePath Dynamic 2050 Fund		6,353
LifePath Dynamic 2055 Fund		4,549
LifePath Dynamic 2060 Fund		1,105
LifePath Dynamic 2065 Fund		219

The Manager and the Administrator have contractually agreed to reimburse each Fund for acquired fund fees and expenses up to a maximum amount equal to the combined investment advisory fee and administration fee of each share class through June 30, 2023. 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 a Fund. These amounts are included in fees waived and/or reimbursed by the Administrator/Manager in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

LifePath Dynamic Fund Name	Fees Waived and/or Reimbursed by the Administrator/Manager
LifePath Dynamic Retirement Fund	$	505,321
LifePath Dynamic 2025 Fund		212,861
LifePath Dynamic 2030 Fund		684,613
LifePath Dynamic 2035 Fund		311,531
LifePath Dynamic 2040 Fund		700,665
LifePath Dynamic 2045 Fund		285,487
LifePath Dynamic 2050 Fund		377,349
LifePath Dynamic 2055 Fund		183,069
LifePath Dynamic 2060 Fund		49,043
LifePath Dynamic 2065 Fund		17,067

NOTES  TO  FINANCIAL  STATEMENTS 141

Notes to Financial Statements  (continued)

The fees and expenses of the Trust’s Independent Trustees, counsel to the Independent Trustees and the Funds’ independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Funds. Each of the Manager and the Administrator has contractually agreed to reimburse the Funds or provide an offsetting credit against the investment advisory fees paid by the Funds in an amount equal to these independent expenses through June 30, 2032. These amounts are included in fees waived and/or reimbursed by the Administrator/Manager in the Statements of Operations. For the year ended December 31, 2022, the amounts waived were as follows:

Fund Name	Fees Waived and/or Reimbursed by the Administrator/Manager
LifePath Dynamic Retirement Fund	$	29,792
LifePath Dynamic 2025 Fund		28,779
LifePath Dynamic 2030 Fund		30,033
LifePath Dynamic 2035 Fund		28,929
LifePath Dynamic 2040 Fund		29,762
LifePath Dynamic 2045 Fund		28,767
LifePath Dynamic 2050 Fund		29,095
LifePath Dynamic 2055 Fund		28,605
LifePath Dynamic 2060 Fund		28,209
LifePath Dynamic 2065 Fund		28,107

Securities Lending: The SEC has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Funds are responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Funds bear to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. Each Fund retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, each Fund retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, each Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by each Fund is shown as securities lending income — affiliated — net in the Statements of Operations. For the year ended December 31, 2022, each Fund paid BTC the following amounts for securities lending agent services:

Fund Name	Amounts
LifePath Dynamic Retirement Fund	$	12,672
LifePath Dynamic 2025 Fund		5,179
LifePath Dynamic 2030 Fund		13,313
LifePath Dynamic 2035 Fund		4,163
LifePath Dynamic 2040 Fund		9,563
LifePath Dynamic 2045 Fund		2,975
LifePath Dynamic 2050 Fund		3,253
LifePath Dynamic 2055 Fund		1,147
LifePath Dynamic 2060 Fund		1,100
LifePath Dynamic 2065 Fund		410

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, each 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 each Fund’s investment policies and restrictions. Each 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 year ended December 31, 2022, the Funds did not participate in the Interfund Lending Program.

142 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates.

Other Transactions: Each Fund may invest its positive cash balances in certain money market funds managed by the Manager or an affiliate. The income earned on these temporary cash investments is shown as income-affiliated in the Statements of Operations.

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments in the Underlying Funds and the Underlying Master Portfolios, excluding short-term securities, were as follows:

LifePath Dynamic Fund Name	Purchases		Sales
LifePath Dynamic Retirement Fund	$	17,048,593	$	80,699,392
LifePath Dynamic 2025 Fund		13,779,795		35,583,831
LifePath Dynamic 2030 Fund		30,850,889		62,169,347
LifePath Dynamic 2035 Fund		16,498,200		23,551,912
LifePath Dynamic 2040 Fund		31,989,286		47,679,060
LifePath Dynamic 2045 Fund		15,419,819		22,931,714
LifePath Dynamic 2050 Fund		21,711,600		27,698,138
LifePath Dynamic 2055 Fund		17,322,500		17,954,303
LifePath Dynamic 2060 Fund		6,251,803		7,201,964
LifePath Dynamic 2065 Fund		1,840,495		1,570,839

8. INCOME TAX INFORMATION

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of December 31, 2022, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, permanent differences attributable to net operating losses were reclassified to the following accounts:

Fund Name	Paid-in Capital			Accumulated Earnings (Loss)
LifePath Dynamic Retirement Fund	$	(268,494	)	$	268,494
LifePath Dynamic 2025 Fund		(208,627	)		208,627
LifePath Dynamic 2030 Fund		(2,233,303	)		2,233,303
LifePath Dynamic 2035 Fund		(1,808,815	)		1,808,815
LifePath Dynamic 2040 Fund		(5,588,565	)		5,588,565
LifePath Dynamic 2045 Fund		(2,874,776	)		2,874,776
LifePath Dynamic 2050 Fund		(4,644,258	)		4,644,258
LifePath Dynamic 2055 Fund		(2,322,976	)		2,322,976
LifePath Dynamic 2060 Fund		(506,954	)		506,954
LifePath Dynamic 2065 Fund		(174,609	)		174,609

The tax character of distributions paid was as follows:

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
LifePath Dynamic Retirement Fund
Ordinary income	$	447,597	$	34,634,478
Long-term capital gains		1,019,712		10,054,914
Return of capital		1,509,584		—
	$	2,976,893	$	44,689,392
LifePath Dynamic 2025 Fund
Ordinary income	$	488,966	$	10,093,028
Long-term capital gains		350,551		2,065,558
Return of capital		674,780		—
	$	1,514,297	$	12,158,586

NOTES  TO  FINANCIAL  STATEMENTS 143

Notes to Financial Statements  (continued)

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
LifePath Dynamic 2030 Fund
Ordinary income	$	2,509,165	$	42,835,495
Long-term capital gains		1,581,659		9,544,426
Return of capital		1,717,391		—
	$	5,808,215	$	52,379,921
LifePath Dynamic 2035 Fund
Ordinary income	$	1,153,741	$	13,621,081
Long-term capital gains		665,790		2,014,010
Return of capital		783,318		—
	$	2,602,849	$	15,635,091
LifePath Dynamic 2040 Fund
Ordinary income	$	2,457,482	$	47,697,870
Long-term capital gains		2,036,764		9,215,049
Return of capital		1,390,047		—
	$	5,884,293	$	56,912,919
LifePath Dynamic 2045 Fund
Ordinary income	$	1,356,493	$	11,440,670
Long-term capital gains		681,736		1,774,140
Return of capital		584,655		—
	$	2,622,884	$	13,214,810
LifePath Dynamic 2050 Fund
Ordinary income	$	1,825,985	$	21,192,293
Long-term capital gains		1,068,165		3,867,356
Return of capital		662,070		—
	$	3,556,220	$	25,059,649
LifePath Dynamic 2055 Fund
Ordinary income	$	1,026,649	$	7,760,560
Long-term capital gains		485,418		1,136,685
Return of capital		336,196		—
	$	1,848,263	$	8,897,245
LifePath Dynamic 2060 Fund
Ordinary income	$	248,288	$	1,395,073
Long-term capital gains		91,032		291,443
Return of capital		84,018		—
	$	423,338	$	1,686,516
LifePath Dynamic 2065 Fund
Ordinary income	$	76,943	$	541,591
Long-term capital gains		48,074		80,007
Return of capital		32,383		—
	$	157,400	$	621,598

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

Fund Name	Non-Expiring Capital Loss Carryforwards(a)			Net Unrealized Gains (Losses)(b)			Qualified Late-Year Losses(c)			Total
LifePath Dynamic Retirement Fund	$	(6,388,701	)	$	59,564,697		$	—		$	53,175,996
LifePath Dynamic 2025 Fund		(3,695,580	)		(3,598,068	)		(314,506	)		(7,608,154	)
LifePath Dynamic 2030 Fund		(3,803,396	)		(14,809,165	)		(1,414,201	)		(20,026,762	)
LifePath Dynamic 2035 Fund		(3,637,659	)		(1,285,657	)		(734,623	)		(5,657,939	)
LifePath Dynamic 2040 Fund		(69,991	)		23,221,116			(1,830,356	)		21,320,769
LifePath Dynamic 2045 Fund		(4,024,633	)		1,220,485			(788,306	)		(3,592,454	)
LifePath Dynamic 2050 Fund		(4,273,814	)		10,187,751			(1,180,177	)		4,733,760
LifePath Dynamic 2055 Fund		(4,195,943	)		1,087,501			(577,120	)		(3,685,562	)
LifePath Dynamic 2060 Fund		(1,514,578	)		394,766			(138,449	)		(1,258,261	)
LifePath Dynamic 2065 Fund		(288,472	)		138,828			(55,748	)		(205,392	)

^(a) Amounts available to offset future realized capital gains.

^(b)  The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains(losses) on certain foreign currency contracts and futures contracts and the timing and recognition of partnerships.

144 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

^(c)  The Fund has elected to defer certain qualified late-year losses and recognize such losses in the next taxable year.

As of December 31, 2022, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
LifePath Dynamic Retirement Fund	$	152,540,976	$	67,470,140	$	(7,926,937	)	$	59,543,203
LifePath Dynamic 2025 Fund		82,357,462		1,146,011		(4,743,317	)		(3,597,306	)
LifePath Dynamic 2030 Fund		273,220,246		424,181		(15,230,623	)		(14,806,442	)
LifePath Dynamic 2035 Fund		116,132,211		2,629,899		(3,916,820	)		(1,286,921	)
LifePath Dynamic 2040 Fund		219,270,548		28,141,182		(4,932,706	)		23,208,476
LifePath Dynamic 2045 Fund		92,440,092		2,630,979		(1,418,655	)		1,212,324
LifePath Dynamic 2050 Fund		124,282,756		11,909,977		(1,719,066	)		10,190,911
LifePath Dynamic 2055 Fund		64,072,169		2,087,693		(999,667	)		1,088,026
LifePath Dynamic 2060 Fund		16,155,416		530,866		(134,537	)		396,329
LifePath Dynamic 2065 Fund		6,415,920		186,069		(46,782	)		139,287

9. BANK BORROWINGS

The Trust, on behalf of each Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) 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 2023 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 year ended December 31, 2022, the Funds did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Funds and their investments. Each Fund’s prospectus provides details of the risks to which each Fund is subject.

The Funds may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

NOTES  TO  FINANCIAL  STATEMENTS 145

Notes to Financial Statements  (continued)

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Fund’s portfolio are disclosed in its Schedule of Investments.

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Funds may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Funds is uncertain.

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic Retirement Fund
Institutional
Shares sold		297,837		$	2,915,992			488,060		$	5,807,239
Shares issued in reinvestment of distributions		49,073			461,427			602,777			6,729,956
Shares redeemed		(960,299	)		(9,128,458	)		(1,570,916	)		(18,746,467	)
		(613,389	)	$	(5,751,039	)		(480,079	)	$	(6,209,272	)
Investor A
Shares sold and automatic conversion of shares		2,518,610		$	20,930,555			2,084,340		$	21,156,438
Shares issued in reinvestment of distributions		208,996			1,641,787			2,771,959			26,074,394
Shares redeemed		(5,582,498	)		(45,317,318	)		(5,851,506	)		(59,028,728	)
		(2,854,892	)	$	(22,744,976	)		(995,207	)	$	(11,797,896	)
Investor C
Shares sold		36,430		$	337,519			37,075		$	434,563
Shares issued in reinvestment of distributions		1,217			10,962			25,726			281,301
Shares redeemed and automatic conversion of shares		(71,083	)		(664,452	)		(52,604	)		(614,208	)
		(33,436	)	$	(315,971	)		10,197		$	101,656
Class K
Shares sold		1,739,588		$	16,524,484			1,819,072		$	21,461,764
Shares issued in reinvestment of distributions		87,079			817,718			971,319			10,784,844
Shares redeemed		(4,390,100	)		(40,409,365	)		(1,935,290	)		(22,698,640	)
		(2,563,433	)	$	(23,067,163	)		855,101		$	9,547,968
Class R
Shares sold		172,101		$	1,590,231			128,160		$	1,495,661
Shares issued in reinvestment of distributions		4,857			44,709			69,987			771,413
Shares redeemed		(166,200	)		(1,584,580	)		(173,180	)		(2,027,911	)
		10,758		$	50,360			24,967		$	239,163
		(6,054,392	)	$	(51,828,789	)		(585,021	)	$	(8,118,381	)
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2025 Fund
Institutional
Shares sold		117,671		$	1,523,966			129,101		$	1,966,729
Shares issued in reinvestment of distributions		9,959			125,699			83,250			1,217,834
Shares redeemed		(405,625	)		(5,218,124	)		(115,692	)		(1,765,047	)
		(277,995	)	$	(3,568,459	)		96,659		$	1,419,516

146 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class (continued)	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2025 Fund (continued)
Investor A
Shares sold and automatic conversion of shares		412,530		$	5,320,821			447,327		$	6,741,345
Shares issued in reinvestment of distributions		22,293			277,940			165,045			2,387,829
Shares redeemed		(560,628	)		(7,052,139	)		(627,726	)		(9,428,824	)
		(125,805	)	$	(1,453,378	)		(15,354	)	$	(299,650	)
Investor C
Shares sold		21,270		$	264,583			31,623		$	476,473
Shares issued in reinvestment of distributions		1,886			23,093			18,078			259,044
Shares redeemed and automatic conversion of shares		(33,701	)		(417,807	)		(34,757	)		(520,097	)
		(10,545	)	$	(130,131	)		14,944		$	215,420
Class K
Shares sold		1,697,774		$	21,109,538			1,985,634		$	29,873,204
Shares issued in reinvestment of distributions		83,775			1,044,121			546,510			7,903,323
Shares redeemed		(3,202,752	)		(38,698,493	)		(1,307,649	)		(19,779,402	)
		(1,421,203	)	$	(16,544,834	)		1,224,495		$	17,997,125
Class R
Shares sold		151,815		$	1,861,328			102,250		$	1,536,990
Shares issued in reinvestment of distributions		3,427			42,482			26,436			381,977
Shares redeemed		(110,839	)		(1,373,786	)		(101,199	)		(1,530,727	)
		44,403		$	530,024			27,487		$	388,240
		(1,791,145	)	$	(21,166,778	)		1,348,231		$	19,720,651
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2030 Fund
Institutional
Shares sold		288,103		$	3,526,403			457,588		$	7,030,100
Shares issued in reinvestment of distributions		71,817			878,866			580,377			8,372,161
Shares redeemed		(804,948	)		(9,947,867	)		(1,072,915	)		(16,716,346	)
		(445,028	)	$	(5,542,598	)		(34,950	)	$	(1,314,085	)
Investor A
Shares sold and automatic conversion of shares		1,610,682		$	18,849,407			1,241,938		$	18,268,932
Shares issued in reinvestment of distributions		244,654			2,824,897			2,027,350			27,645,121
Shares redeemed		(2,604,584	)		(30,551,442	)		(3,337,844	)		(48,673,951	)
		(749,248	)	$	(8,877,138	)		(68,556	)	$	(2,759,898	)
Investor C
Shares sold		62,421		$	756,051			33,067		$	496,863
Shares issued in reinvestment of distributions		3,213			38,331			27,908			390,879
Shares redeemed and automatic conversion of shares		(52,917	)		(636,062	)		(66,384	)		(1,012,136	)
		12,717		$	158,320			(5,409	)	$	(124,394	)
Class K
Shares sold		2,337,949		$	28,574,505			2,167,704		$	33,321,257
Shares issued in reinvestment of distributions		161,760			1,973,280			1,055,122			15,168,552
Shares redeemed		(3,612,758	)		(41,859,617	)		(1,303,916	)		(20,047,131	)
		(1,113,049	)	$	(11,311,832	)		1,918,910		$	28,442,678
Class R
Shares sold		177,183		$	2,133,912			144,805		$	2,187,277
Shares issued in reinvestment of distributions		7,506			90,307			55,951			792,671
Shares redeemed		(121,771	)		(1,424,830	)		(115,770	)		(1,764,305	)
		62,918		$	799,389			84,986		$	1,215,643
		(2,231,690	)	$	(24,773,859	)		1,894,981		$	25,459,944

NOTES  TO  FINANCIAL  STATEMENTS 147

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2035 Fund
Institutional
Shares sold		232,939		$	3,263,720			137,169		$	2,331,790
Shares issued in reinvestment of distributions		14,221			196,193			88,487			1,438,930
Shares redeemed		(251,791	)		(3,683,619	)		(159,116	)		(2,694,922	)
		(4,631	)	$	(223,706	)		66,540		$	1,075,798
Investor A
Shares sold and automatic conversion of shares		564,792		$	8,031,542			300,647		$	5,100,186
Shares issued in reinvestment of distributions		34,754			478,066			183,138			2,961,409
Shares redeemed		(355,768	)		(5,029,140	)		(622,675	)		(10,409,147	)
		243,778		$	3,480,468			(138,890	)	$	(2,347,552	)
Investor C
Shares sold		49,364		$	673,976			41,902		$	697,692
Shares issued in reinvestment of distributions		3,683			49,616			23,931			380,599
Shares redeemed and automatic conversion of shares		(44,663	)		(610,808	)		(34,942	)		(589,940	)
		8,384		$	112,784			30,891		$	488,351
Class K
Shares sold		1,992,862		$	27,760,275			1,925,304		$	33,068,576
Shares issued in reinvestment of distributions		129,515			1,817,827			633,873			10,464,211
Shares redeemed		(2,824,134	)		(38,369,204	)		(959,255	)		(16,595,771	)
		(701,757	)	$	(8,791,102	)		1,599,922		$	26,937,016
Class R
Shares sold		180,950		$	2,472,580			76,583		$	1,296,077
Shares issued in reinvestment of distributions		4,422			60,519			23,922			385,845
Shares redeemed		(98,559	)		(1,386,011	)		(35,783	)		(599,331	)
		86,813		$	1,147,088			64,722		$	1,082,591
		(367,413	)	$	(4,274,468	)		1,623,185		$	27,236,204
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2040 Fund
Institutional
Shares sold		358,221		$	5,635,892			329,218		$	6,553,364
Shares issued in reinvestment of distributions		61,178			936,738			532,577			9,838,851
Shares redeemed		(634,381	)		(9,929,072	)		(1,003,772	)		(20,410,866	)
		(214,982	)	$	(3,356,442	)		(141,977	)	$	(4,018,651	)
Investor A
Shares sold and automatic conversion of shares		1,291,059		$	17,484,205			705,134		$	12,521,448
Shares issued in reinvestment of distributions		226,922			3,011,451			1,922,347			30,980,176
Shares redeemed		(1,730,494	)		(23,583,096	)		(2,224,604	)		(39,351,209	)
		(212,513	)	$	(3,087,440	)		402,877		$	4,150,415
Investor C
Shares sold		38,439		$	580,342			17,643		$	344,833
Shares issued in reinvestment of distributions		2,498			37,036			23,970			430,556
Shares redeemed and automatic conversion of shares		(26,518	)		(387,868	)		(26,516	)		(511,440	)
		14,419		$	229,510			15,097		$	263,949
Class K
Shares sold		1,774,496		$	27,797,817			1,435,124		$	28,763,844
Shares issued in reinvestment of distributions		117,299			1,808,877			797,388			14,800,890
Shares redeemed		(2,469,371	)		(36,790,037	)		(588,910	)		(11,833,305	)
		(577,576	)	$	(7,183,343	)		1,643,602		$	31,731,429

148 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class (continued)	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2040 Fund (continued)
Class R
Shares sold		109,783		$	1,634,708			93,641		$	1,862,801
Shares issued in reinvestment of distributions		5,984			89,598			47,487			860,820
Shares redeemed		(56,375	)		(799,592	)		(73,655	)		(1,456,988	)
		59,392		$	924,714			67,473		$	1,266,633
		(931,260	)	$	(12,473,001	)		1,987,072		$	33,393,775
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2045 Fund
Institutional
Shares sold		131,268		$	1,978,757			117,501		$	2,190,996
Shares issued in reinvestment of distributions		9,364			139,183			54,880			980,685
Shares redeemed		(184,288	)		(2,974,267	)		(126,378	)		(2,372,547	)
		(43,656	)	$	(856,327	)		46,003		$	799,134
Investor A
Shares sold and automatic conversion of shares		321,065		$	4,880,740			316,774		$	5,884,997
Shares issued in reinvestment of distributions		29,683			440,520			138,085			2,457,831
Shares redeemed		(325,337	)		(4,791,042	)		(281,044	)		(5,089,449	)
		25,411		$	530,218			173,815		$	3,253,379
Investor C
Shares sold		83,011		$	1,240,173			17,980		$	333,815
Shares issued in reinvestment of distributions		2,467			35,815			8,624			150,554
Shares redeemed and automatic conversion of shares		(73,026	)		(1,045,818	)		(13,984	)		(262,071	)
		12,452		$	230,170			12,620		$	222,298
Class K
Shares sold		1,482,108		$	22,838,110			1,411,588		$	26,489,500
Shares issued in reinvestment of distributions		128,572			1,940,811			513,064			9,289,105
Shares redeemed		(2,062,522	)		(30,211,117	)		(620,428	)		(11,861,968	)
		(451,842	)	$	(5,432,196	)		1,304,224		$	23,916,637
Class R
Shares sold		152,496		$	2,234,890			70,143		$	1,291,442
Shares issued in reinvestment of distributions		4,454			65,473			18,628			330,307
Shares redeemed		(36,081	)		(525,892	)		(64,289	)		(1,201,032	)
		120,869		$	1,774,471			24,482		$	420,717
		(336,766	)	$	(3,753,664	)		1,561,144		$	28,612,165
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2050 Fund
Institutional
Shares sold		176,870		$	3,436,536			191,098		$	4,743,957
Shares issued in reinvestment of distributions		20,032			384,598			137,349			3,201,622
Shares redeemed		(278,078	)		(5,551,593	)		(246,052	)		(6,189,010	)
		(81,176	)	$	(1,730,459	)		82,395		$	1,756,569
Investor A
Shares sold and automatic conversion of shares		634,592		$	12,290,109			445,766		$	10,944,830
Shares issued in reinvestment of distributions		78,847			1,506,230			500,139			11,590,017
Shares redeemed		(564,718	)		(11,033,628	)		(780,092	)		(19,077,560	)
		148,721		$	2,762,711			165,813		$	3,457,287

NOTES  TO  FINANCIAL  STATEMENTS 149

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class (continued)	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2050 Fund (continued)
Investor C
Shares sold		26,909		$	520,349			16,983		$	414,400
Shares issued in reinvestment of distributions		1,811			33,895			12,637			286,706
Shares redeemed and automatic conversion of shares		(22,564	)		(432,498	)		(6,384	)		(152,240	)
		6,156		$	121,746			23,236		$	548,866
Class K
Shares sold		1,142,418		$	22,551,258			1,225,420		$	30,444,365
Shares issued in reinvestment of distributions		81,396			1,570,722			407,268			9,511,477
Shares redeemed		(1,743,919	)		(32,303,118	)		(329,285	)		(8,214,927	)
		(520,105	)	$	(8,181,138	)		1,303,403		$	31,740,915
Class R
Shares sold		82,784		$	1,543,234			53,662		$	1,312,981
Shares issued in reinvestment of distributions		3,196			60,436			20,247			466,707
Shares redeemed		(41,083	)		(785,873	)		(52,572	)		(1,319,726	)
		44,897		$	817,797			21,337		$	459,962
		(401,507	)	$	(6,209,343	)		1,596,184		$	37,963,599
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2055 Fund
Institutional
Shares sold		123,719		$	2,023,555			93,975		$	1,844,990
Shares issued in reinvestment of distributions		9,084			141,588			45,733			867,256
Shares redeemed		(145,163	)		(2,441,785	)		(77,814	)		(1,534,485	)
		(12,360	)	$	(276,642	)		61,894		$	1,177,761
Investor A
Shares sold and automatic conversion of shares		297,106		$	4,714,119			239,813		$	4,711,448
Shares issued in reinvestment of distributions		23,367			361,625			103,053			1,941,240
Shares redeemed		(248,300	)		(3,825,551	)		(304,194	)		(5,792,539	)
		72,173		$	1,250,193			38,672		$	860,149
Investor C
Shares sold		37,981		$	581,683			17,104		$	330,001
Shares issued in reinvestment of distributions		1,571			23,709			7,688			141,992
Shares redeemed and automatic conversion of shares		(20,024	)		(302,182	)		(12,914	)		(249,612	)
		19,528		$	303,210			11,878		$	222,381
Class K
Shares sold		1,328,271		$	21,637,543			1,096,274		$	21,791,848
Shares issued in reinvestment of distributions		80,397			1,274,839			296,265			5,707,601
Shares redeemed		(1,716,779	)		(26,483,371	)		(291,185	)		(5,828,891	)
		(308,111	)	$	(3,570,989	)		1,101,354		$	21,670,558
Class R
Shares sold		89,454		$	1,374,070			59,037		$	1,152,986
Shares issued in reinvestment of distributions		2,922			44,971			12,248			229,938
Shares redeemed		(43,747	)		(683,747	)		(26,887	)		(535,488	)
		48,629		$	735,294			44,398		$	847,436
		(180,141	)	$	(1,558,934	)		1,258,196		$	24,778,285

150 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2060 Fund
Institutional
Shares sold		75,529		$	891,804			69,072		$	978,745
Shares issued in reinvestment of distributions		2,106			24,354			7,698			107,244
Shares redeemed		(28,259	)		(349,356	)		(75,613	)		(1,083,664	)
		49,376		$	566,802			1,157		$	2,325
Investor A
Shares sold and automatic conversion of shares		96,469		$	1,126,740			28,776		$	409,834
Shares issued in reinvestment of distributions		2,082			23,886			5,872			81,679
Shares redeemed		(33,294	)		(383,854	)		(3,991	)		(57,692	)
		65,257		$	766,772			30,657		$	433,821
Investor C
Shares sold		2,539		$	28,814			3,180		$	45,432
Shares issued in reinvestment of distributions		82			938			375			5,205
Shares redeemed and automatic conversion of shares		(454	)		(6,216	)		(93	)		(1,314	)
		2,167		$	23,536			3,462		$	49,323
Class K
Shares sold		804,834		$	9,456,296			615,517		$	8,761,533
Shares issued in reinvestment of distributions		26,683			309,690			84,225			1,175,237
Shares redeemed		(1,017,542	)		(11,483,546	)		(158,579	)		(2,283,677	)
		(186,025	)	$	(1,717,560	)		541,163		$	7,653,093
Class R
Shares sold		71,636		$	826,848			28,241		$	402,825
Shares issued in reinvestment of distributions		1,323			15,188			4,426			61,570
Shares redeemed		(18,950	)		(219,241	)		(1,833	)		(26,332	)
		54,009		$	622,795			30,834		$	438,063
		(15,216	)	$	262,345			607,273		$	8,576,625
	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2065 Fund
Institutional
Shares sold		14,647		$	155,695			5,727		$	76,345
Shares issued in reinvestment of distributions		283			2,972			591			7,490
Shares redeemed		(1,981	)		(20,751	)		(678	)		(8,919	)
		12,949		$	137,916			5,640		$	74,916
Investor A
Shares sold and automatic conversion of shares		70,377		$	755,921			15,244		$	198,794
Shares issued in reinvestment of distributions		1,065			10,910			1,474			18,665
Shares redeemed		(42,065	)		(438,410	)		(2,400	)		(31,710	)
		29,377		$	328,421			14,318		$	185,749
Investor C
Shares sold		13,448		$	129,900			1,674		$	21,634
Shares issued in reinvestment of distributions		87			878			146			1,844
Shares redeemed and automatic conversion of shares		(1	)		(15	)		(1	)		(15	)
		13,534		$	130,763			1,819		$	23,463
Class K
Shares sold		144,462		$	1,534,929			89,648		$	1,172,991
Shares issued in reinvestment of distributions		3,704			38,690			8,058			102,152
Shares redeemed		(120,407	)		(1,199,664	)		(15,781	)		(210,506	)
		27,759		$	373,955			81,925		$	1,064,637

NOTES  TO  FINANCIAL  STATEMENTS 151

Notes to Financial Statements  (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
LifePath Dynamic Fund Name / Share Class (continued)	Shares			Amounts			Shares			Amounts
LifePath Dynamic 2065 Fund (continued)
Class R
Shares sold		15,349		$	153,870			201		$	2,702
Shares issued in reinvestment of distributions		11			112			19			245
Shares redeemed		(11,285	)		(114,337	)		(3	)		(41	)
		4,075		$	39,645			217		$	2,906
		87,694		$	1,010,700			103,919		$	1,351,671

As of December 31, 2022, shares owned by BlackRock HoldCo 2, Inc., an affiliate of the Funds, were as follows:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R
LifePath Dynamic 2045 Fund		—		—		—		2,003		—
LifePath Dynamic 2055 Fund		—		—		—		2,001		2,000
LifePath Dynamic 2060 Fund		2,000		2,000		2,000		192,000		2,000

As of December 31, 2022, shares owned by BlackRock Financial Management, Inc., an affiliate of the Funds, were as follows:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R
LifePath Dynamic 2065 Fund		40,000		40,000		40,000		240,000		40,000

12. SUBSEQUENT EVENTS

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

152 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of each of the ten funds listed in the table below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds listed in the table below (ten of the series constituting BlackRock Funds III, hereafter collectively referred to as the “Funds”) as of December 31, 2022, the related statements of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2022 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

    BlackRock LifePath^® Dynamic Retirement Fund

    BlackRock LifePath^® Dynamic 2025 Fund

    BlackRock LifePath^® Dynamic 2030 Fund

    BlackRock LifePath^® Dynamic 2035 Fund

    BlackRock LifePath^® Dynamic 2040 Fund

    BlackRock LifePath^® Dynamic 2045 Fund

    BlackRock LifePath^® Dynamic 2050 Fund

    BlackRock LifePath^® Dynamic 2055 Fund

    BlackRock LifePath^® Dynamic 2060 Fund

    BlackRock LifePath^® Dynamic 2065 Fund

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, accounting agent of the Underlying Master Portfolios, transfer agents and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

REPORT  OF   INDEPENDENT   REGISTERED   PUBLIC   ACCOUNTING   FIRM 153

Important Tax Information  (unaudited) 

The LifePath Dynamic Funds hereby designate the following amounts, or maximum amounts allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal year ended December 31, 2022:

LifePath Dynamic Fund Name	20% Rate Long-Term Capital Gain Dividends
LifePath Dynamic Retirement Fund	$	1,019,712
LifePath Dynamic 2025 Fund		350,551
LifePath Dynamic 2030 Fund		1,581,659
LifePath Dynamic 2035 Fund		665,790
LifePath Dynamic 2040 Fund		2,036,764
LifePath Dynamic 2045 Fund		681,736
LifePath Dynamic 2050 Fund		1,068,165
LifePath Dynamic 2055 Fund		485,418
LifePath Dynamic 2060 Fund		91,032
LifePath Dynamic 2065 Fund		48,074

154 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds III (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock LifePath^® Dynamic Retirement Fund, BlackRock LifePath^® Dynamic 2025 Fund, BlackRock LifePath^® Dynamic 2030 Fund, BlackRock LifePath^® Dynamic 2035 Fund, BlackRock LifePath^® Dynamic 2040 Fund, BlackRock LifePath^® Dynamic 2045 Fund, BlackRock LifePath^® Dynamic 2050 Fund, BlackRock LifePath^® Dynamic 2055 Fund, BlackRock LifePath^® Dynamic 2060 Fund and BlackRock LifePath^® Dynamic 2065 Fund (each, a “Fund” and collectively, the “Funds”), each a series of the Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trust, on behalf of the Funds, met on November 8-9, 2022 (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 each 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 each 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, 2021 through September 30, 2022 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each 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 each 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 each 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 each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each 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 each 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.

STATEMENT   REGARDING   LIQUIDITY   RISK   MANAGEMENT   PROGRAM 155

Trustee and Officer Information  

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

156 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

TRUSTEE  AND  OFFICER   INFORMATION 157

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
		Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None
(a)   The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b)   Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. (c)   In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015. (d)   Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex. (e)   Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

158 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a)   The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b)   Officers of the Trust serve at the pleasure of the Board.

Further information about the Trust’s Trustees and Officers is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust.

TRUSTEE  AND  OFFICER   INFORMATION 159

Additional Information

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

160 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Additional Information  (continued)

BlackRock Privacy Principles (continued)

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.

LifePath Dynamic Fund and Service Providers

Investment Adviser	Transfer Agent
BlackRock Fund Advisors	BNY Mellon Investment Servicing (US) Inc.
San Francisco, CA 94105	Wilmington, DE 19809
Administrator	Distributor
BlackRock Advisors, LLC	BlackRock Investments, LLC
Wilmington, DE 19809	New York, NY 10022
Sub-Adviser	Independent Registered Public Accounting Firm
BlackRock International Limited	PricewaterhouseCoopers LLP
Edinburgh, EH3 8BL	Philadelphia, PA 19103
United Kingdom
	Legal Counsel
BlackRock (Singapore) Limited	Sidley Austin LLP
079912 Singapore	New York, NY 10019
Accounting Agent and Custodian	Address of the Funds
State Street Bank and Trust Company	400 Howard Street
Boston, MA 02111	San Francisco, CA 94105

ADDITIONAL  INFORMATION 161

Glossary of Terms Used in this Report

Currency Abbreviation
CAD	Canadian Dollar
EUR	Euro
JPY	Japanese Yen
USD	United States Dollar
Portfolio Abbreviation
ETF	Exchange-Traded Fund
MSCI	Morgan Stanley Capital International
S&P	Standard & Poor’s

162 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Want to know more?

blackrock.com | 800-441-7762

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

LPDYN-12/22-AR

                            

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

·  iShares MSCI Total International Index Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee  

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	2.31%	(18.11)%
U.S. small cap equities (Russell 2000® Index)	3.91	(20.44)
International equities (MSCI Europe, Australasia,Far East Index)	6.36	(14.45)
Emerging market equities (MSCI Emerging Markets Index)	(2.99)	(20.09)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	1.32	1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(5.58)	(16.28)
U.S.investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(2.97)	(13.01)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	0.50	(8.53)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	3.50	(11.18)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS   PAGE   IS   NOT   PART   OF   YOUR   FUND   REPORT

Table of Contents

	Page
The Markets in Review		2
Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Derivative Financial Instruments		6
Fund Financial Statements:
Fund Statement of Assets and Liabilities		7
Fund Statement of Operations		9
Fund Statements of Changes in Net Assets		10
Fund Financial Highlights		11
Fund Notes to Financial Statements		14
Fund Report of Independent Registered Public Accounting Firm		17
Important Tax Information		18
Master Portfolio Information		19
Master Portfolio Financial Statements:
Master Portfolio Schedule of Investments		20
Master Portfolio Statement of Assets and Liabilities		41
Master Portfolio Statement of Operations		42
Master Portfolio Statements of Changes in Net Assets		43
Master Portfolio Financial Highlights		44
Master Portfolio Notes to Financial Statements		45
Master Portfolio Report of Independent Registered Public Accounting Firm		52
Statement Regarding Liquidity Risk Management Program		53
Trustee and Officer Information		54
Additional Information		58
Glossary of Terms Used in this Report		60

3

Fund Summaryas of December  31, 2022 iShares MSCI Total International Index Fund

Investment Objective

iShares MSCITotal International Index Fund’s (the “Fund”) investment objective is to match the performance of the MSCI All Country World Index ex USA Index (the “MSCI ACWI ex USA Index”) in U.S. dollars with net dividends as closely as possible before the deduction of Fund expenses.

Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended December 31, 2022, the Fund’s Institutional Shares returned (16.37)%, Investor A Shares returned (16.61)% and Class K Shares returned (16.39)%. The benchmark MSCI ACWI ex USA Index returned (16.00)% for the same period.

The Fund invests all of its assets in Total International ex U.S. Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio.

Describe the market environment.

As developed markets started recovering from the Omicron Variant, investors’ attention shifted to rising inflation rates, the spike in commodity prices, and the financial and economic implications of the Russian invasion of Ukraine in February 2022. Those concerns dampened investors’ sentiment and market performance over the first quarter.

In response to rising inflation rates, the European Central Bank (“ECB”) announced their plan to end bond purchasing by the end of September 2022. Annual inflation in the eurozone rose from 5.9% in February 2022 to 7.5% in March 2022, fueled by increasing commodity prices. In the U.K., the Bank of England (“BoE”) raised the interest rate by 0.5% over the quarter on top of an additional 0.15% raise in December 2021. The U.K. equity market proved more resilient than its developed markets peers, supported by its exposure to energy and materials.

In Japan, the manufacturing sector continued to suffer from supply chain disruption and the semiconductor shortage. The yen weakened and reached a six-year low against the U.S. dollar in March 2022.

Rising inflation and recession fears weighed down on developed markets performance. Global geopolitical tension intensified as the war in Ukraine continued with no sign of resolution. European countries were directly impacted by the reduction in gas supply from Russia and increased gas prices — peaking in the first half of June 2022 and driving inflation higher. Germany announced its energy emergency plan to prioritize industrial users with the allocation of gas supply. Similarly, the U.K. unveiled its new measures to help households facing larger energy bills in the upcoming fall.

As a result of the ongoing elevated inflation, the BoE raised the U.K. base rate to 1.25% in June 2022 while the ECB indicated a first-rate hike will likely be in July 2022 along with an end to asset purchase plan early in the third quarter of 2022. In Japan, the yen weakened against the U.S. dollar breaching the 130 level for the first time in the last two decades as Bank of Japan (“BoJ”) kept its accommodative monetary policy unchanged.

Developed equity markets came under downward pressure over the quarter as recession fears remained elevated. Central banks’ hawkish tone on bringing inflation rates down, despite inherent risk to the growth outlook, weighed down on both equity and bond markets over the quarter. The energy crisis in Europe intensified worries over supply and high costs.

In the Eurozone, recession loomed amid the intensifying energy crisis. This increased geopolitical tension and weakened the euro, which dropped to parity with the U.S. dollar for the first time since the 1980’s. Inflation continued to rise particularly in the form of high gas and electricity prices. The ECB hiked policy rates by 0.75% in September 2022 with an expectation to bring the rates to 2% by year end.

In the U.K., the BoE used further tightening to contain inflation. U.K. markets reacted negatively to the fiscal policy announced by the newly formed government.

The Japanese Yen depreciated over the third quarter as the BoJ kept the policy rate unchanged. The Ministry of Finance intervened in the currency markets for the first time since 1998 which weighed down on investor sentiment and pushed equities into negative territory.

Ongoing concerns about an economic recession, tighter monetary policy, and geopolitical tension remained elevated. Developed markets posted strong positive gains over the fourth quarter on the back of optimism that inflation rates across developed markets had already peaked, and central banks would slow down the pace of tightening. However, in December 2022 central banks reiterated their plans to further tighten their monetary policy in their battle against high inflation rates.

In Europe, easing inflation pressures and the resolution of the fiscal and political turmoil in the U.K. supported the market performance during the fourth quarter. BoE and the ECB raised interest rates over the quarter to 3.5% and 2.0% respectively.

In Japan, companies reported strong earnings supported by weakened yen against the U.S. dollar. The BoJ surprised the market by loosening its yield curve control by 25 basis points as it dealt with the highest inflation in over 40 years.

Describe recent portfolio activity.

During the period, as changes were made to the composition of the MSCI ACWI ex USA Index, the Master Portfolio purchased and sold securities to maintain its objective of replicating the risks and return of the benchmark index.

4 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Fund Summaryas of December 31, 2022(continued) iShares MSCI Total International Index Fund

Describe portfolio positioning at period end.

The Master Portfolio remains positioned to match the risk characteristics of its benchmark index, irrespective of the market’s future direction.

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.

^(a)  Assuming transaction costs and other operating expenses, including administration fees, if any.

^(b)  The Fund invests all of its assets in the Master Portfolio. The Master Portfolio will be substantially invested in equity securities in the MSCI ACWI ex USA Index, and will invest, under normal circumstances, at least 80% of its assets in securities or other financial instruments that are components of or have economic characteristics similar to the securities included in the MSCI ACWI ex USA Index.

^(c)  An index that captures large- and mid-cap representation across certain developed markets countries (excluding the U.S.) and certain emerging markets countries.

Performance

	Average Annual Total Returns(a)
	1 Year			5 Years			10 Years
Institutional		(16.37	)%		0.77	%		3.51	%
Investor A		(16.61	)		0.50			3.24
Class K		(16.39	)		0.81			3.54
MSCI ACWI ex USA Index		(16.00	)		0.88			3.80

^(a)  See “About Fund Performance” for a detailed description of share classes, including any related fees.

Past performance is not an indication of future results.

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

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (07/01/22)	Ending Account Value (12/31/22)	Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)	Ending Account Value (12/31/22)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$       1,000.00	$          1,024.10	$         0.51			$       1,000.00	$       1,024.70	$         0.51		0.10	%
Investor A		1,000.00	1,022.40	2.09			1,000.00	1,023.14	2.09		0.41
Class K		1,000.00	1,023.30	0.46			1,000.00	1,024.75	0.46		0.09

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master Portfolio, the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

FUND  SUMMARY 5

About Fund Performance iShares MSCI Total International Index Fund

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. These shares are generally available through financial intermediaries.

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 “Administrator”), the Fund’s administrator, 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 Administrator 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 Administrator is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example 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 Fund and 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.

Derivative Financial Instruments

The Total International ex U.S. Index Master Portfolio (the “Master Portfolio”) may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Master Portfolio must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Master Portfolio’s investments in these instruments, if any, are discussed in detail in the Master Portfolio Notes to Financial Statements.

6 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities

December 31, 2022

	iShares MSCI Total International Index Fund
ASSETS
Investments, at value — Master Portfolio	$	1,501,261,131
Receivables:
Capital shares sold		3,151,787
From the Manager		27,945
Prepaid expenses		205,123
Total assets		1,504,645,986
LIABILITIES
Payables:
Accounting services fees		827
Capital shares redeemed		1,818,038
Contributions to the Master Portfolio		1,333,749
Officer’s fees		222
Other accrued expenses		19,991
Professional fees		32,000
Service fees		10,876
Total liabilities		3,215,703
NET ASSETS	$	1,501,430,283
NET ASSETS CONSIST OF
Paid-in capital	$	1,494,784,848
Accumulated earnings		6,645,435
NET ASSETS	$	1,501,430,283

FUND   FINANCIAL   STATEMENTS 7

Statement of Assets and Liabilities (continued)

December 31, 2022

	iShares MSCI Total International Index Fund
NET ASSET VALUE
Institutional
Net assets	$	597,193,300
Shares outstanding		69,742,210
Net asset value	$	8.56
Shares authorized		Unlimited
Par value		N/A
Investor A
Net assets	$	52,025,519
Shares outstanding		6,072,393
Net asset value	$	8.57
Shares authorized		Unlimited
Par value		N/A
Class K
Net assets	$	852,211,464
Shares outstanding		96,252,507
Net asset value	$	8.85
Shares authorized		Unlimited
Par value		N/A

See notes to financial statements.

8 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Operations

Year Ended December 31, 2022

	iShares MSCI Total International Index Fund
INVESTMENT INCOME
Net investment income allocated from the Master Portfolio:
Dividends — unaffiliated	$	47,277,984
Dividends — affiliated		210,534
Securities lending income — affiliated — net		306,450
Foreign taxes withheld		(5,620,238	)
Expenses		(1,062,639	)
Fees waived		83,408
Total investment income		41,195,499
FUND EXPENSES
Transfer agent — class specific		204,374
Administration		138,363
Service — class specific		136,646
Registration		96,178
Professional		67,097
Printing and postage		8,553
Accounting services		4,953
Officer		857
Miscellaneous		12,489
Total expenses		669,510
Less:
Fees waived and/or reimbursed by the Administrator		(43,329	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(10,683	)
Total expenses after fees waived and/or reimbursed		615,498
Net investment income		40,580,001
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM THE MASTER PORTFOLIO
Net realized gain (loss) from:
Investments — unaffiliated(a)		(68,944,650	)
Investments — affiliated		18,589
Foreign currency transactions		(86,384	)
Futures contracts		(4,459,568	)
		(73,472,013	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated(b)		(202,888,933	)
Investments — affiliated		16,310
Forward foreign currency exchange contracts		(5,312	)
Foreign currency translations		61,927
Futures contracts		(267,460	)
		(203,083,468	)
Net realized and unrealized loss		(276,555,481	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(235,975,480)
(a)  Net of foreign capital gain tax and capital gain tax refund, if applicable of	$	(371,670	)
(b)  Net of reduction in deferred capital gain tax of	$	42,496

See notes to financial statements.

FUND   FINANCIAL   STATEMENTS 9

Statements of Changes in Net Assets

	iShares MSCI Total International Index Fund
	Year Ended December 31, 2022			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income		$     40,580,001			$     31,633,682
Net realized loss		(73,472,013	)		(8,213,557	)
Net change in unrealized appreciation (depreciation)		(203,083,468	)		70,851,076
Net increase (decrease) in net assets resulting from operations		(235,975,480	)		94,271,201
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(13,769,061	)		(10,919,966	)
Investor A		(1,362,762	)		(5,863,998	)
Class K		(22,647,677	)		(23,233,137	)
Decrease in net assets resulting from distributions to shareholders		(37,779,500	)		(40,017,101	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from capital share transactions		372,096,857			142,617,090
NET ASSETS
Total increase in net assets		98,341,877			196,871,190
Beginning of year		1,403,088,406			1,206,217,216
End of year		$ 1,501,430,283			$ 1,403,088,406

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

See notes to financial statements.

10 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	iShares MSCI Total International Index Fund
	Institutional
	Year Ended December 31, 2022				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	10.54		$	10.10		$	9.35		$	7.97		$	9.54
Net investment income(a)			0.26			0.25			0.18			0.27			0.26
Net realized and unrealized gain (loss)			(1.99	)		0.51			0.77			1.40			(1.56	)
Net increase (decrease) from investment operations			(1.73	)		0.76			0.95			1.67			(1.30	)
Distributions(b)
From net investment income			(0.25	)		(0.32	)		(0.20	)		(0.29	)		(0.25	)
Return of capital			—			—			—			—			(0.02	)
Total distributions			(0.25	)		(0.32	)		(0.20	)		(0.29	)		(0.27	)
Net asset value, end of year		$	8.56		$	10.54		$	10.10		$	9.35		$	7.97
Total Return(c)
Based on net asset value			(16.37	)%		7.60	%		10.72	%		21.18	%		(13.94	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses			0.12	%		0.15	%		0.16	%		0.16	%(g)		0.17	%(g)
Total expenses after fees waived and/or reimbursed			0.11	%		0.15	%		0.15	%		0.16	%		0.16	%
Net investment income			2.90	%		2.31	%		2.08	%		3.08	%		2.83	%
Supplemental Data
Net assets, end of year (000)		$	597,193		$	545,767		$	156,711		$	264,845		$	159,351
Portfolio turnover rate of the Master Portfolio			28	%		13	%		23	%		5	%		40	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

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

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 11

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares MSCI Total International Index Fund (continued)
	Investor A
	Year Ended December 31, 2022				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	10.55		$	10.07		$	9.32		$	7.95		$	9.52
Net investment income(a)			0.24			0.23			0.17			0.25			0.23
Net realized and unrealized gain (loss)			(2.00	)		0.51			0.76			1.39			(1.56	)
Net increase (decrease) from investment operations			(1.76	)		0.74			0.93			1.64			(1.33	)
Distributions(b)
From net investment income			(0.22	)		(0.26	)		(0.18	)		(0.27	)		(0.22	)
Return of capital			—			—			—			—			(0.02	)
Total distributions			(0.22	)		(0.26	)		(0.18	)		(0.27	)		(0.24	)
Net asset value, end of year		$	8.57		$	10.55		$	10.07		$	9.32		$	7.95
Total Return(c)
Based on net asset value			(16.61	)%		7.37	%		10.47	%		20.80	%		(14.19	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses			0.42	%		0.40	%		0.42	%		0.41	%(g)		0.42	%(g)
Total expenses after fees waived and/or reimbursed			0.41	%		0.39	%		0.41	%		0.41	%		0.41	%
Net investment income			2.67	%		2.14	%		2.01	%		2.84	%		2.55	%
Supplemental Data
Net assets, end of year (000)		$	52,026		$	63,214		$	383,705		$	341,385		$	272,066
Portfolio turnover rate of the Master Portfolio			28	%		13	%		23	%		5	%		40	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

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

See notes to financial statements.

12 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares MSCI Total International Index Fund (continued)
	Class K
	Year Ended December 31, 2022				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	10.89		$	10.42		$	9.64		$	8.21		$	9.82
Net investment income(a)			0.27			0.27			0.20			0.28			0.27
Net realized and unrealized gain (loss)			(2.06	)		0.53			0.79			1.44			(1.61	)
Net increase (decrease) from investment operations			(1.79	)		0.80			0.99			1.72			(1.34	)
Distributions(b)
From net investment income			(0.25	)		(0.33	)		(0.21	)		(0.29	)		(0.25	)
Return of capital			—			—			—			—			(0.02	)
Total distributions			(0.25	)		(0.33	)		(0.21	)		(0.29	)		(0.27	)
Net asset value, end of year		$	8.85		$	10.89		$	10.42		$	9.64		$	8.21
Total Return(c)
Based on net asset value			(16.39	)%		7.70	%		10.76	%		21.22	%		(13.91	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses			0.10	%		0.10	%		0.12	%		0.11	%(g)		0.12	%(g)
Total expenses after fees waived and/or reimbursed			0.10	%		0.10	%		0.11	%		0.11	%		0.11	%
Net investment income			2.97	%		2.43	%		2.31	%		3.15	%		2.85	%
Supplemental Data
Net assets, end of year (000)		$	852,211		$	794,108		$	665,801		$	488,498		$	299,520
Portfolio turnover rate of the Master Portfolio			28	%		13	%		23	%		5	%		40	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

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

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 13

Notes to Financial Statements

1. ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. iShares MSCI Total International Index Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund seeks to achieve its investment objective by investing all of its assets in Total International ex U.S. Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio (“MIP”) and an affiliate of the Trust, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s proportionate interest in the net assets of the Master Portfolio. The performance of the Fund is directly affected by the performance of the Master Portfolio. At December 31, 2022, the percentage of the Master Portfolio owned by the Fund was 100.0%. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear 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 are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge		CDSC		Conversion Privilege
Institutional, Investor A and Class K Shares		No		No		None

The Board of Trustees of the Trust and Board of Trustees of MIP are referred to throughout this report as the “Board” and the members are referred to as “Trustees.”

The Fund, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA”) 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, contributions to and withdrawals from the Master Portfolio are accounted for on a trade date basis. The Fund records its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. Realized and unrealized gains and losses are adjusted utilizing partnership tax allocation rules. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend 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.

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 BlackRock Advisors, LLC (the “Administrator”), 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 policy is to value its financial instruments at fair value. The Fund records its investment in the Master Portfolio at fair value based on the Fund’s proportionate interest in the net assets of the Master Portfolio. Valuation of securities held by the Master Portfolio is discussed in Note 3 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

4. ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Administrator, an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide administrative services (other than investment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.01% of the average daily net assets of the Fund. The Fund does not pay an investment advisory fee or investment management fee.

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 Administrator. 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 an annual rate of 0.25% based upon the average daily net assets of the Investor A Shares.

14 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

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 year ended December 31, 2022, the class specific service fees borne directly by Investor A Shares were $136,646.

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 year ended December 31, 2022, the Fund did not pay any amounts to affiliates in return for these services.

The Administrator maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the year ended December 31, 2022, the Fund reimbursed the Administrator the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:

	Institutional		Investor A		Class K		Total
Reimbursed amounts	$	596	$	4,033	$	3,415	$	8,044

For the year ended December 31, 2022, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

	Institutional		Investor A		Class K		Total
Transfer agent fees — class specific	$	120,889	$	39,322	$	44,163	$	204,374

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

Share Class	Expense Limitation
Institutional		0.16%
Investor A		0.41
Class K		0.11

The Administrator has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2023, unless approved by the Board, including a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. For the year ended December 31, 2022, the Administrator waived and/or reimbursed investment advisory fees of $43,329 which is included in fees waived and/or reimbursed by the Administrator in the Statement of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in transfer agent fees waived and/or reimbursed-class specific in the Statement of Operations. For the year ended December 31, 2022, class specific expense waivers and/or reimbursements are as follows:

	Institutional		Investor A		Class K		Total
Transfer agent fees waived and/or reimbursed by the Manager — class specific	$	25	$	4,355	$	6,303	$	10,683

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 year ended December 31, 2022, the Fund did not participate in the Interfund Lending Program.

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

5. INCOME TAX INFORMATION

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

FUND   NOTES   TO   FINANCIAL   STATEMENTS 15

Notes to Financial Statements  (continued)

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 December 31, 2022, 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.

The tax character of distributions paid was as follows:

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
iShares MSCI Total International Index Fund
Ordinary income	$	37,779,500	$	40,017,101

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

Fund Name	Undistributed Ordinary Income		Non-Expiring Capital Loss Carryforwards(a)			Net Unrealized Gains(Losses)(b)		Total
iShares MSCI Total International Index Fund	$	2,755,893		$(88,687,417	)	$	92,576,959	$	6,645,435

^(a)  Amounts available to offset future realized capital gains.

^(b)  The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the timing and recognition of partnership income.

6. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
iShares MSCI Total International Index Fund
Institutional
Shares sold		59,896,906		$	509,644,196			40,089,148		$	436,234,144
Shares issued in reinvestment of distributions		1,628,419			13,769,013			1,042,707			10,919,945
Shares redeemed		(43,568,446	)		(371,188,980	)		(4,860,731	)		(51,608,254	)
		17,956,879		$	152,224,229			36,271,124		$	395,545,835
Investor A
Shares sold		1,076,933		$	9,760,108			4,889,048		$	51,983,230
Shares issued in reinvestment of distributions		160,443			1,360,746			553,580			5,860,189
Shares redeemed		(1,159,493	)		(10,231,571	)		(37,545,137	)		(407,588,212	)
		77,883		$	889,283			(32,102,509	)	$	(349,744,793	)
Class K
Shares sold		51,270,615		$	473,869,941			37,491,001		$	411,998,858
Shares issued in reinvestment of distributions		2,591,085			22,559,468			2,129,220			23,135,434
Shares redeemed		(30,546,152	)		(277,446,064	)		(30,555,030	)		(338,318,244	)
		23,315,548		$	218,983,345			9,065,191		$	96,816,048
		41,350,310		$	372,096,857			13,233,806		$	142,617,090

7. 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.

16 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of iShares MSCI Total International Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of iShares MSCI Total International Index Fund (one of the series constituting BlackRock Funds III, referred to hereafter as the “Fund”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the accounting agent of the Master Portfolio. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

FUND  REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM 17

Important Tax Information  (unaudited)

The following amount, or maximum amount allowable by law, is hereby designated as qualified dividend income for individuals for the fiscal year ended December 31, 2022:

Fund Name	Qualified Dividend Income
iShares MSCI Total International Index Fund	$	37,306,541

The Fund intends to pass through to its shareholders the following amount, or maximum amount allowable by law, of foreign source income earned and foreign taxes paid for the fiscal year ended December 31, 2022:

Fund Name	Foreign Source Income Earned		Foreign Taxes Paid
iShares MSCI Total International Index Fund	$	37,779,500	$	5,575,325

18 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Master Portfolio Information as  of December 31, 2022 Total International ex U.S. Index Master Portfolio

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Taiwan Semiconductor Manufacturing Co. Ltd.		1.6	%
Nestle SA, Registered Shares		1.4
Tencent Holdings Ltd.		1.2
Novo Nordisk A/S, Class B		1.0
ASML Holding NV		1.0
Roche Holding AG		1.0
Samsung Electronics Co. Ltd.		1.0
AstraZeneca PLC		0.9
Shell PLC		0.9
LVMH Moet Hennessy Louis Vuitton SE		0.9

GEOGRAPHIC ALLOCATION

Country/Geographic Region	Percent of Net Assets
Japan		13.9	%
China		8.9
United Kingdom		8.7
Canada		7.6
France		7.3
Switzerland		6.5
United States		5.7
Australia		5.6
Germany		5.1
India		4.1
Taiwan		3.8
South Korea		3.2
Netherlands		3.0
Hong Kong		2.1
Sweden		2.0
Denmark		1.9
Spain		1.6
Brazil		1.5
Italy		1.2
South Africa		1.2
Saudi Arabia		1.2
Other#		8.9
Liabilities in Excess of Other Assets		(5.0	)

# Includes holdings within countries/geographic regions that are less than 1.0% of net assets. Please refer to the Schedule of Investments for such countries/geographic regions.

MASTER  PORTFOLIO  INFORMATION 19

Schedule of Investments December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Australia — 5.6%
Ampol Ltd.		14,063	$	270,325
ANZ Group Holdings Ltd.		206,720		3,330,035
APA Group		76,671		560,419
Aristocrat Leisure Ltd.		41,901		863,404
ASX Ltd.		11,217		516,612
Aurizon Holdings Ltd.		137,482		348,302
BHP Group Ltd., Class DI		339,148		10,505,768
BlueScope Steel Ltd.		28,378		323,431
Brambles Ltd.		86,583		710,033
Cochlear Ltd.		4,363		602,562
Coles Group Ltd.		99,097		1,123,327
Commonwealth Bank of Australia		111,915		7,773,035
Computershare Ltd.		37,235		655,933
CSL Ltd.		31,648		6,171,175
Dexus		79,034		414,933
Endeavour Group Ltd.		107,538		467,997
Fortescue Metals Group Ltd.		117,457		1,641,714
Glencore PLC		657,009		4,381,359
Goodman Group		119,761		1,408,432
GPT Group		129,031		367,998
IDP Education Ltd.		18,953		349,289
IGO Ltd.		29,749		272,125
Insurance Australia Group Ltd.		147,382		473,784
Lendlease Corp. Ltd.		60,379		320,497
Lottery Corp. Ltd.(a)		129,358		394,294
Macquarie Group Ltd.		25,279		2,853,707
Medibank Pvt Ltd.		164,677		328,537
Mineral Resources Ltd.		12,953		679,469
Mirvac Group		235,746		341,059
National Australia Bank Ltd.		205,494		4,172,269
Newcrest Mining Ltd.		59,268		831,074
Northern Star Resources Ltd.		86,833		649,799
Orica Ltd.		38,278		391,370
Origin Energy Ltd.		123,875		648,352
Pilbara Minerals Ltd.(a)		156,835		397,145
Qantas Airways Ltd.(a)		53,113		214,986
QBE Insurance Group Ltd.		102,879		933,287
Ramsay Health Care Ltd.		12,189		535,232
REA Group Ltd.		4,822		362,646
Reece Ltd.(b)		18,949		181,128
Rio Tinto Ltd.		23,330		1,841,334
Rio Tinto PLC		77,986		5,488,966
Santos Ltd.		204,776		1,007,128
Scentre Group		385,356		750,118
SEEK Ltd.		20,381		289,751
Sonic Healthcare Ltd.		30,007		610,673
South32 Ltd.		293,566		804,849
Stockland		198,525		488,939
Suncorp Group Ltd.		75,488		615,137
Telstra Corp. Ltd.		289,312		782,427
Transurban Group		202,986		1,785,841
Treasury Wine Estates Ltd.		49,291		455,371
Vicinity Ltd.		336,191		453,958
Washington H Soul Pattinson & Co. Ltd.		18,844		353,538
Wesfarmers Ltd.		72,820		2,271,058
Westpac Banking Corp.		230,203		3,644,461
WiseTech Global Ltd.		11,145		383,304

Security	Shares		Value
Australia (continued)
Woodside Energy Group Ltd.		123,466	$	2,990,124
Woolworths Group Ltd.		84,197		1,922,673
				84,706,493
Austria — 0.1%
Erste Group Bank AG		23,186		741,841
OMV AG		9,141		470,221
Verbund AG		4,162		349,857
voestalpine AG		8,881		235,250
				1,797,169
Belgium — 0.6%
Ageas SA/NV		9,563		424,328
Anheuser-Busch InBev SA		56,934		3,429,188
D’ieteren Group		2,016		386,896
Elia Group SA		2,515		357,539
Groupe Bruxelles Lambert NV		6,898		551,272
KBC Group NV		17,126		1,102,662
Sofina SA		925		204,243
Solvay SA		4,759		481,163
UCB SA		8,914		702,365
Umicore SA		13,889		510,835
Warehouses De Pauw CVA		13,801		395,354
				8,545,845
Brazil — 1.1%
Ambev SA		304,175		831,362
Americanas SA		44,055		80,351
Atacadao SA		57,685		161,658
B3 SA - Brasil Bolsa Balcao		434,625		1,085,964
Banco Bradesco SA		96,205		245,249
Banco BTG Pactual SA		89,066		402,886
Banco do Brasil SA		51,395		332,496
Banco Santander Brasil SA		25,605		136,880
BB Seguridade Participacoes SA		53,016		337,538
BRF SA(a)		92,187		143,459
CCR SA		108,443		222,533
Centrais Eletricas Brasileiras SA		68,201		542,108
Cia de Saneamento Basico do Estado de Sao Paulo		21,664		233,231
Cia Siderurgica Nacional SA		38,838		105,860
Cosan SA		67,148		217,608
CPFL Energia SA		19,091		119,983
Energisa SA		7,713		64,606
Engie Brasil Energia SA		24,488		175,842
Equatorial Energia SA		70,473		360,969
Hapvida Participacoes e Investimentos SA(a)(c)		196,630		189,479
Hypera SA		36,235		310,707
JBS SA		44,372		185,398
Klabin SA		50,466		190,644
Localiza Rent a Car SA		48,197		478,584
Lojas Renner SA		59,690		231,349
Magazine Luiza SA(a)		159,612		82,804
Natura & Co. Holding SA		92,910		201,907
Petro Rio SA(a)		52,455		369,481
Petroleo Brasileiro SA		248,852		1,319,580
Raia Drogasil SA		83,694		376,928
Rede D’Or Sao Luiz SA(c)		40,523		226,366
Rumo SA		94,600		334,147
Sendas Distribuidora SA		71,970		265,955
Suzano SA		45,386		419,053
Telefonica Brasil SA		36,383		262,813
TIM SA		41,040		96,099

20 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Brazil (continued)
TOTVS SA		46,436	$	242,124
Ultrapar Participacoes SA		45,628		108,333
Vale SA		246,986		4,184,446
Vibra Energia SA		77,463		227,122
WEG SA		116,451		845,933
				16,949,835
Canada — 7.6%
Agnico Eagle Mines Ltd.		31,674		1,645,925
Air Canada(a)(b)		13,677		195,862
Algonquin Power & Utilities Corp.(b)		52,297		340,664
Alimentation Couche-Tard, Inc.		53,733		2,361,236
AltaGas Ltd.(b)		16,709		288,520
ARC Resources Ltd.(b)		50,638		682,528
Bank of Montreal(b)		44,574		4,037,996
Bank of Nova Scotia(b)		79,287		3,884,712
Barrick Gold Corp.		123,417		2,115,590
BCE, Inc.(b)		533		23,418
Brookfield Asset Management Ltd., Class A(a)		24,428		699,463
Brookfield Corp.		97,710		3,072,741
BRP, Inc.(b)		3,536		269,587
CAE, Inc.(a)(b)		18,506		357,956
Cameco Corp.(b)		29,318		664,527
Canadian Apartment Properties REIT		5,093		160,539
Canadian Imperial Bank of Commerce(b)		62,552		2,530,261
Canadian National Railway Co.(b)		39,523		4,694,889
Canadian Natural Resources Ltd.(b)		76,832		4,266,616
Canadian Pacific Railway Ltd.		62,068		4,627,596
Canadian Tire Corp. Ltd., Class A(b)		3,349		349,988
Canadian Utilities Ltd., Class A		7,661		207,368
CCL Industries, Inc., Class B(b)		9,439		403,214
Cenovus Energy, Inc.(b)		96,214		1,866,722
CGI, Inc.(a)		15,045		1,296,826
Constellation Software, Inc.(b)		1,342		2,095,225
Descartes Systems Group, Inc.(a)		3,661		255,216
Dollarama, Inc.		19,228		1,124,568
Element Fleet Management Corp.(b)		24,611		335,357
Emera, Inc.		15,570		595,087
Empire Co. Ltd., Class A		13,424		353,545
Enbridge, Inc.(b)		136,173		5,322,212
Fairfax Financial Holdings Ltd.		1,660		983,335
First Quantum Minerals Ltd.		44,417		928,033
FirstService Corp.		2,427		297,209
Fortis, Inc.(b)		25,236		1,009,813
Franco-Nevada Corp.		11,456		1,561,620
George Weston Ltd.(b)		4,123		511,538
GFL Environmental, Inc.(b)		10,858		317,079
Gildan Activewear, Inc.(b)		8,732		239,130
Great-West Lifeco, Inc.(b)		18,393		425,185
Hydro One Ltd.(b)(c)		22,519		603,223
iA Financial Corp., Inc.		6,622		387,685
IGM Financial, Inc.(b)		4,062		113,400
Imperial Oil Ltd.		14,693		715,660
Intact Financial Corp.(b)		12,203		1,756,637
Ivanhoe Mines Ltd., Class A(a)(b)		38,741		306,151
Keyera Corp.		19,644		429,295
Kinross Gold Corp.(b)		87,836		358,091
Loblaw Cos. Ltd.		9,397		830,878
Lundin Mining Corp.		38,227		234,613
Magna International, Inc.(b)		19,437		1,091,860
Manulife Financial Corp.		135,904		2,423,989
Metro, Inc.		12,264		679,049

Security	Shares		Value
Canada (continued)
National Bank of Canada(b)		22,649	$	1,526,047
Northland Power, Inc.		14,059		385,532
Nutrien Ltd.(b)		35,091		2,561,850
Nuvei Corp.(a)(b)(c)		3,298		83,814
Onex Corp.		4,171		201,126
Open Text Corp.(b)		16,171		479,158
Pan American Silver Corp.(b)		12,045		196,599
Parkland Corp.(b)		13,910		305,219
Pembina Pipeline Corp.(b)		38,312		1,300,458
Power Corp. of Canada(b)		38,468		904,879
Quebecor, Inc., Class B		9,595		214,010
Restaurant Brands International, Inc.(b)		20,346		1,315,878
RioCan Real Estate Investment Trust(b)		9,233		144,087
Ritchie Bros Auctioneers, Inc.		6,960		402,025
Rogers Communications, Inc., Class B		24,581		1,150,442
Royal Bank of Canada(b)		92,527		8,699,178
Saputo, Inc.		16,184		400,656
Shaw Communications, Inc., Class B(b)		33,756		972,542
Shopify, Inc., Class A(a)		79,199		2,749,738
Sun Life Financial, Inc.(b)		40,131		1,862,802
Suncor Energy, Inc.		92,432		2,932,019
TC Energy Corp.(b)		68,031		2,712,196
Teck Resources Ltd., Class B(a)		33,191		1,254,345
TELUS Corp.		23,311		449,864
TFI International, Inc.(b)		4,920		492,763
Thomson Reuters Corp.		9,065		1,034,106
TMX Group Ltd.		3,964		396,751
Toromont Industries Ltd.		6,465		466,540
Toronto-Dominion Bank(b)		121,112		7,841,868
Tourmaline Oil Corp.(b)		22,065		1,113,354
West Fraser Timber Co. Ltd.(b)		5,396		389,636
Wheaton Precious Metals Corp.		29,326		1,145,750
WSP Global, Inc.(b)		8,905		1,033,151
				114,447,810
Chile — 0.1%
Antofagasta PLC		24,306		453,735
Banco de Chile		3,300,922		342,448
Banco de Credito e Inversiones SA		2,607		74,960
Banco Santander Chile		3,205,454		128,294
Cencosud SA		73,021		120,088
Cia Cervecerias Unidas SA		4,404		29,378
Cia Sud Americana de Vapores SA		1,681,449		132,628
Empresas CMPC SA		65,894		109,990
Empresas COPEC SA		39,808		297,017
Enel Americas SA		1,282,819		171,647
Enel Chile SA		1,792,039		82,371
Falabella SA		52,829		102,919
				2,045,475
China — 8.9%
360 DigiTech, Inc.(b)		5,031		102,431
37 Interactive Entertainment Network Technology Group Co. Ltd., Class A		14,800		38,561
3SBio, Inc.(c)		95,500		101,117
AAC Technologies Holdings, Inc.(a)		49,000		111,239
Advanced Micro-Fabrication Equipment, Inc. China, Class A(a)		5,400		76,392
AECC Aviation Power Co. Ltd., Class A		7,600		46,377
Agricultural Bank of China Ltd., Class A		289,800		121,804
Agricultural Bank of China Ltd., Class H		2,240,000		766,296
Aier Eye Hospital Group Co. Ltd., Class A		21,284		95,320
Air China Ltd., Class A(a)		111,198		170,071

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 21

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
China (continued)
Air China Ltd., Class H(a)		60,000	$	53,258
Airtac International Group		8,371		252,733
Alibaba Group Holding Ltd.(a)		996,052		10,929,588
Alibaba Health Information Technology Ltd.(a)		304,000		255,891
Aluminum Corp. of China Ltd., Class A		100,100		64,483
Aluminum Corp. of China Ltd., Class H		164,000		69,400
Angel Yeast Co. Ltd., Class A		6,000		39,083
Anhui Conch Cement Co. Ltd., Class A		17,700		69,831
Anhui Conch Cement Co. Ltd., Class H		89,500		311,860
Anhui Gujing Distillery Co. Ltd., Class A		1,500		57,696
Anhui Gujing Distillery Co. Ltd., Class B		8,500		136,064
ANTA Sports Products Ltd.		89,600		1,165,405
Asymchem Laboratories Tianjin Co. Ltd., Class A		2,800		59,776
Autohome, Inc., ADR		3,727		114,046
AviChina Industry & Technology Co. Ltd., Class H		116,000		52,017
Baidu, Inc., Class A(a)		153,202		2,184,772
Bank of Beijing Co. Ltd., Class A		100,100		62,307
Bank of Chengdu Co. Ltd., Class A		6,800		15,004
Bank of China Ltd., Class A		311,200		142,022
Bank of China Ltd., Class H		5,510,000		1,994,230
Bank of Communications Co. Ltd., Class A		140,800		96,372
Bank of Communications Co. Ltd., Class H		753,700		432,546
Bank of Hangzhou Co. Ltd., Class A		70,800		133,598
Bank of Jiangsu Co. Ltd., Class A		236,940		249,276
Bank of Nanjing Co. Ltd., Class A		57,500		86,472
Bank of Ningbo Co. Ltd., Class A		28,160		131,666
Bank of Shanghai Co. Ltd., Class A		76,510		65,296
Baoshan Iron & Steel Co. Ltd., Class A		75,798		61,133
BBMG Corp., Class A		45,700		16,743
BeiGene Ltd.(a)		42,669		724,185
Beijing Capital International Airport Co. Ltd., Class H(a)		100,000		72,958
Beijing Enterprises Holdings Ltd.		21,000		67,049
Beijing Kingsoft Office Software, Inc., Class A		3,200		121,892
Beijing Wantai Biological Pharmacy Enterprise Co. Ltd., Class A		4,785		87,402
Bilibili, Inc., Class Z(a)		10,099		239,387
BOC Hong Kong Holdings Ltd.		242,500		823,238
BOE Technology Group Co. Ltd., Class A		158,600		77,265
Budweiser Brewing Co. APAC Ltd.(c)		114,100		356,676
BYD Co. Ltd., Class A		10,400		383,933
BYD Co. Ltd., Class H		49,500		1,214,432
BYD Electronic International Co. Ltd.		62,500		199,728
CGN Power Co. Ltd., Class H(c)		1,347,000		319,899
Changchun High & New Technology Industry Group, Inc., Class A		2,200		52,812
Chaozhou Three-Circle Group Co. Ltd., Class A		6,900		30,586
China Cinda Asset Management Co. Ltd., Class H		522,000		72,034
China CITIC Bank Corp. Ltd., Class H		869,000		384,552
China Coal Energy Co. Ltd., Class H		194,000		157,517
China Common Rich Renewable Energy Investments Ltd.(d)		11,997		—
China Communications Services Corp. Ltd., Class H		138,000		50,209
China Conch Venture Holdings Ltd.		96,000		208,255
China Construction Bank Corp., Class A		83,600		67,977
China Construction Bank Corp., Class H		6,670,000		4,171,344
China CSSC Holdings Ltd., Class A		30,600		98,296
China Energy Engineering Corp. Ltd., Class A		19,100		6,311
China Everbright Bank Co. Ltd., Class A		282,300		115,819
China Evergrande Group(a)(d)		103,000		13,152
China Feihe Ltd.(c)		213,000		180,338
China Galaxy Securities Co. Ltd., Class A		57,500		76,970
China Galaxy Securities Co. Ltd., Class H		132,500		64,419

Security	Shares		Value
China (continued)
China Hongqiao Group Ltd.		133,000	$	125,439
China International Capital Corp. Ltd., Class A		6,800		37,364
China International Capital Corp. Ltd., Class H(c)		82,400		156,442
China Lesso Group Holdings Ltd.		65,000		67,421
China Life Insurance Co. Ltd., Class A		7,300		39,083
China Life Insurance Co. Ltd., Class H		650,000		1,109,382
China Literature Ltd.(a)(c)		21,400		82,550
China Longyuan Power Group Corp. Ltd., Class H		181,000		220,022
China Medical System Holdings Ltd.		81,000		126,748
China Meidong Auto Holdings Ltd.		36,000		73,517
China Mengniu Dairy Co. Ltd.		231,000		1,041,605
China Merchants Bank Co. Ltd., Class A		74,000		396,340
China Merchants Bank Co. Ltd., Class H		286,578		1,585,880
China Merchants Securities Co. Ltd., Class A		26,300		50,424
China Merchants Shekou Industrial Zone Holdings Co. Ltd., Class A		32,997		59,989
China Minsheng Banking Corp. Ltd., Class A		159,000		79,233
China Minsheng Banking Corp. Ltd., Class H(b)		770,680		266,312
China National Building Material Co. Ltd., Class H		228,000		186,292
China National Nuclear Power Co. Ltd., Class A		127,500		110,402
China Northern Rare Earth Group High-Tech Co. Ltd., Class A		7,700		27,755
China Oilfield Services Ltd., Class H		182,000		221,212
China Overseas Land & Investment Ltd.		245,500		642,442
China Overseas Property Holdings Ltd.		85,000		88,058
China Pacific Insurance Group Co. Ltd., Class A		73,000		258,156
China Pacific Insurance Group Co. Ltd., Class H		156,800		346,734
China Petroleum & Chemical Corp., Class A		186,500		117,370
China Petroleum & Chemical Corp., Class H		1,624,400		782,655
China Railway Group Ltd., Class A		122,200		97,963
China Railway Group Ltd., Class H		230,000		120,769
China Resources Cement Holdings Ltd.		122,000		64,471
China Resources Gas Group Ltd.		48,000		179,066
China Resources Land Ltd.		207,111		942,224
China Resources Mixc Lifestyle Services Ltd.(c)		19,400		98,271
China Ruyi Holdings Ltd.(a)(b)		596,000		148,594
China Shenhua Energy Co. Ltd., Class A		31,800		126,673
China Shenhua Energy Co. Ltd., Class H		255,000		734,573
China Southern Airlines Co. Ltd., Class H(a)		152,000		98,570
China State Construction Engineering Corp. Ltd., Class A		319,400		249,978
China State Construction International Holdings Ltd.		188,000		210,497
China Three Gorges Renewables Group Co. Ltd., Class A		116,800		95,228
China Tourism Group Duty Free Corp. Ltd., Class A		7,000		217,646
China Tower Corp. Ltd., Class H(c)		2,650,000		284,363
China United Network Communications Ltd., Class A		225,300		145,670
China Vanke Co. Ltd., Class A		62,901		164,546
China Vanke Co. Ltd., Class H		86,200		173,412
China Yangtze Power Co. Ltd., Class A		90,600		274,538
China Zheshang Bank Co. Ltd., Class A(a)		198,400		84,230
Chinasoft International Ltd.		150,000		129,856
Chongqing Changan Automobile Co. Ltd., Class A		55,510		98,532
Chongqing Zhifei Biological Products Co. Ltd., Class A		3,700		46,923
Chow Tai Fook Jewellery Group Ltd.		165,800		336,932
CITIC Ltd.		472,000		496,275
CITIC Securities Co. Ltd., Class A		36,915		105,954
CITIC Securities Co. Ltd., Class H		171,450		345,297
CMOC Group Ltd., Class H		213,000		97,579
Contemporary Amperex Technology Co. Ltd., Class A		11,100		628,263

22 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
China (continued)
COSCO SHIPPING Energy Transportation Co. Ltd., Class A(a)		12,400	$	21,590
COSCO SHIPPING Holdings Co. Ltd., Class A		70,377		104,379
COSCO SHIPPING Holdings Co. Ltd., Class H		179,350		182,317
Country Garden Holdings Co. Ltd.(b)		447,270		150,661
Country Garden Services Holdings Co. Ltd.		107,000		262,486
CRRC Corp. Ltd., Class A		206,600		152,441
CSC Financial Co. Ltd., Class A		14,300		48,961
CSPC Pharmaceutical Group Ltd.		664,400		691,689
Dali Foods Group Co. Ltd.(c)		175,500		79,843
Daqin Railway Co. Ltd., Class A		53,300		51,437
Daqo New Energy Corp., ADR(a)		4,761		183,822
Dongfeng Motor Group Co. Ltd., Class H		138,000		78,850
Dongyue Group Ltd.		93,000		101,858
East Money Information Co. Ltd., Class A		71,875		200,712
Ecovacs Robotics Co. Ltd., Class A		1,800		18,882
ENN Energy Holdings Ltd.		61,000		852,051
Eve Energy Co. Ltd., Class A		4,600		58,204
Everbright Securities Co. Ltd., Class A		28,900		61,857
Fangda Carbon New Material Co. Ltd., Class A(a)		10,420		9,195
Flat Glass Group Co. Ltd., Class A		18,000		86,555
Flat Glass Group Co. Ltd., Class H		16,000		38,478
Focus Media Information Technology Co. Ltd., Class A		37,300		35,877
Foshan Haitian Flavouring & Food Co. Ltd., Class A		23,810		273,227
Fosun International Ltd.(b)		131,500		106,735
Foxconn Industrial Internet Co. Ltd., Class A		119,700		158,591
Futu Holdings Ltd., ADR(a)		4,810		195,527
Fuyao Glass Industry Group Co. Ltd., Class A		13,000		65,751
Fuyao Glass Industry Group Co. Ltd., Class H(c)		74,000		308,985
Ganfeng Lithium Group Co. Ltd., Class A		10,780		107,976
Ganfeng Lithium Group Co. Ltd., Class H(c)		29,040		215,283
GD Power Development Co. Ltd., Class A(a)		235,600		145,235
GDS Holdings Ltd., Class A(a)		52,272		135,352
Geely Automobile Holdings Ltd.		403,000		582,146
Genscript Biotech Corp.(a)		68,000		214,654
GF Securities Co. Ltd., Class A		72,900		162,726
GF Securities Co. Ltd., Class H(b)		93,600		133,994
GigaDevice Semiconductor, Inc., Class A		980		14,485
Ginlong Technologies Co. Ltd., Class A(a)		4,800		124,610
GoerTek, Inc., Class A		17,700		42,977
Gotion High-tech Co. Ltd., Class A		16,100		66,835
Great Wall Motor Co. Ltd., Class A		13,605		58,060
Great Wall Motor Co. Ltd., Class H(b)		255,000		328,496
Gree Electric Appliances, Inc. of Zhuhai, Class A		9,100		42,359
Greentown China Holdings Ltd.		83,500		120,743
Greentown Service Group Co. Ltd.		94,000		61,974
Guangdong Haid Group Co. Ltd., Class A		10,700		95,460
Guangzhou Automobile Group Co. Ltd., Class H		176,400		118,137
Guangzhou Shiyuan Electronic Technology Co. Ltd., Class A		5,700		48,547
Guangzhou Tinci Materials Technology Co. Ltd., Class A		7,200		45,517
Guotai Junan Securities Co. Ltd., Class A		55,544		108,881
H World Group Ltd., ADR(b)		12,752		540,940
Haidilao International Holding Ltd.(a)(c)		66,000		188,236
Haier Smart Home Co. Ltd., Class A		41,800		147,154
Haier Smart Home Co. Ltd., Class H		184,000		624,511
Haitian International Holdings Ltd.		51,000		135,927
Haitong Securities Co. Ltd., Class A		45,000		56,446
Haitong Securities Co. Ltd., Class H		173,200		106,226
Hangzhou First Applied Material Co. Ltd., Class A		15,540		148,711
Hangzhou Silan Microelectronics Co. Ltd., Class A		15,700		74,195

Security	Shares		Value
China (continued)
Hangzhou Tigermed Consulting Co. Ltd., Class H(c)		6,200	$	71,299
Hansoh Pharmaceutical Group Co. Ltd.(c)		56,000		105,791
Henan Shuanghui Investment & Development Co. Ltd., Class A		14,800		55,383
Hengan International Group Co. Ltd.		39,000		206,773
Hengli Petrochemical Co. Ltd., Class A		26,600		59,584
Hithink RoyalFlush Information Network Co. Ltd., Class A		4,600		65,390
Hoshine Silicon Industry Co. Ltd., Class A		3,800		45,444
Hua Hong Semiconductor Ltd.(a)(c)		32,000		110,887
Hualan Biological Engineering, Inc., Class A		10,800		35,285
Huaneng Power International, Inc., Class A(a)		97,400		106,837
Huaneng Power International, Inc., Class H(a)		192,000		90,439
Huatai Securities Co. Ltd., Class A		31,600		58,060
Huatai Securities Co. Ltd., Class H(c)		84,000		95,803
Huaxia Bank Co. Ltd., Class A		132,899		99,608
Huayu Automotive Systems Co. Ltd., Class A		8,300		20,719
Huizhou Desay Sv Automotive Co. Ltd., Class A		7,000		106,316
Hygeia Healthcare Holdings Co. Ltd.(a)(b)(c)		21,600		154,111
Iflytek Co. Ltd., Class A		8,600		40,675
Imeik Technology Development Co. Ltd., Class A		1,400		114,275
Industrial & Commercial Bank of China Ltd., Class A		531,000		332,804
Industrial & Commercial Bank of China Ltd., Class H		3,547,000		1,819,219
Industrial Bank Co. Ltd., Class A		73,700		186,960
Inner Mongolia BaoTou Steel Union Co. Ltd., Class A		191,700		53,104
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		19,400		86,651
Inner Mongolia Yitai Coal Co. Ltd., Class B		60,200		79,371
Innovent Biologics, Inc.(a)(c)		64,000		272,391
iQIYI, Inc., ADR(a)(b)		11,889		63,012
JA Solar Technology Co. Ltd., Class A		13,160		113,879
JD Health International, Inc.(a)(c)		69,600		628,491
JD.com, Inc., Class A		143,396		4,003,132
Jiangsu Eastern Shenghong Co. Ltd., Class A		43,500		81,648
Jiangsu Expressway Co. Ltd., Class H		158,000		143,828
Jiangsu Hengli Hydraulic Co. Ltd., Class A		6,600		60,116
Jiangsu Hengrui Pharmaceuticals Co. Ltd., Class A		21,312		118,377
Jiangsu Yanghe Brewery Joint-Stock Co. Ltd., Class A		5,200		120,112
Jiangsu Zhongtian Technology Co. Ltd., Class A		45,000		104,893
Jiangxi Copper Co. Ltd., Class A		43,400		108,895
Jiangxi Copper Co. Ltd., Class H		157,000		230,501
Jiumaojiu International Holdings Ltd.(c)		34,000		90,140
Kanzhun Ltd., ADR(a)		12,811		260,960
KE Holdings, Inc., ADR(a)		43,487		607,079
Kingboard Holdings Ltd.		36,500		115,746
Kingdee International Software Group Co. Ltd.(a)		154,000		326,803
Kingsoft Corp. Ltd.		92,400		306,219
Kuaishou Technology(a)(c)		124,100		1,115,568
Kunlun Energy Co. Ltd.		268,000		190,535
Kweichow Moutai Co. Ltd., Class A		5,616		1,395,487
Lenovo Group Ltd.		442,000		360,008
Lens Technology Co. Ltd., Class A		12,300		18,680
Li Auto, Inc., Class A(a)		65,546		633,745
Li Ning Co. Ltd.		172,000		1,479,028
Lingyi iTech Guangdong Co., Class A(a)		7,000		4,588
Longfor Group Holdings Ltd.(c)		91,500		281,561
LONGi Green Energy Technology Co. Ltd., Class A		27,216		165,541
Lufax Holding Ltd., ADR(b)		63,450		123,093
Luxshare Precision Industry Co. Ltd., Class A		53,229		243,614
Luzhou Laojiao Co. Ltd., Class A		4,900		158,164
Mango Excellent Media Co. Ltd., Class A		11,800		51,048

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 23

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
China (continued)
Maxscend Microelectronics Co. Ltd., Class A		3,744	$	61,766
Meituan, Class B(a)(c)		298,500		6,613,515
Metallurgical Corp. of China Ltd., Class A		138,300		63,397
Microport Scientific Corp.(a)(b)		37,000		96,536
Minth Group Ltd.		32,000		86,374
Montage Technology Co. Ltd., Class A		11,000		99,404
Muyuan Foods Co. Ltd., Class A		19,046		133,842
NARI Technology Co. Ltd., Class A		21,888		76,837
NAURA Technology Group Co. Ltd., Class A		1,100		35,756
NetEase, Inc.		128,625		1,865,577
New China Life Insurance Co. Ltd., Class A		7,700		33,356
New China Life Insurance Co. Ltd., Class H		66,500		161,906
New Hope Liuhe Co. Ltd., Class A(a)		12,700		23,643
New Oriental Education & Technology Group, Inc.(a)		80,320		283,133
Ninestar Corp., Class A		18,700		140,050
Ningxia Baofeng Energy Group Co. Ltd., Class A		5,000		8,701
NIO, Inc., ADR(a)(b)		90,213		879,577
Nongfu Spring Co. Ltd., Class H(c)		132,400		745,648
Orient Securities Co. Ltd., Class A		34,368		44,287
Ovctek China, Inc., Class A		10,800		55,621
People’s Insurance Co. Group of China Ltd., Class H		496,000		164,084
PetroChina Co. Ltd., Class H		1,462,000		667,832
Pharmaron Beijing Co. Ltd., Class H(c)		13,200		90,702
PICC Property & Casualty Co. Ltd., Class H		498,298		471,139
Pinduoduo, Inc., ADR(a)		32,903		2,683,240
Ping An Bank Co. Ltd., Class A		69,600		131,967
Ping An Healthcare & Technology Co. Ltd.(a)(b)(c)		25,800		69,642
Ping An Insurance Group Co. of China Ltd., Class A		49,000		331,316
Ping An Insurance Group Co. of China Ltd., Class H		441,500		2,900,540
Poly Developments & Holdings Group Co. Ltd., Class A		43,000		93,613
Pop Mart International Group Ltd.(b)(c)		41,400		104,207
Postal Savings Bank of China Co. Ltd., Class A		132,700		88,464
Postal Savings Bank of China Co. Ltd., Class H(b)(c)		453,000		280,323
Power Construction Corp. of China Ltd., Class A		63,300		64,547
Qinghai Salt Lake Industry Co. Ltd., Class A(a)		33,700		110,143
Rongsheng Petrochemical Co. Ltd., Class A		35,850		63,617
SAIC Motor Corp. Ltd., Class A		30,300		62,974
Sangfor Technologies, Inc., Class A		3,500		56,939
Sany Heavy Equipment International Holdings Co. Ltd.		28,000		28,644
Sany Heavy Industry Co. Ltd., Class A		32,700		74,365
Seazen Holdings Co. Ltd., Class A(a)		17,500		51,504
SF Holding Co. Ltd., Class A		15,900		132,361
SG Micro Corp., Class A		3,750		93,326
Shaanxi Coal Industry Co. Ltd., Class A		92,100		246,935
Shandong Gold Mining Co. Ltd., Class A		29,204		80,618
Shandong Gold Mining Co. Ltd., Class H(c)		74,750		138,129
Shandong Weigao Group Medical Polymer Co. Ltd., Class H		233,200		381,042
Shanghai Baosight Software Co. Ltd., Class B		62,140		192,073
Shanghai Fosun Pharmaceutical Group Co. Ltd., Class A		10,562		53,712
Shanghai Fosun Pharmaceutical Group Co. Ltd., Class H(b)		18,000		57,375
Shanghai International Airport Co. Ltd., Class A(a)		11,200		93,199
Shanghai Lujiazui Finance & Trade Zone Development Co. Ltd., Class B		60,800		49,044
Shanghai M&G Stationery, Inc., Class A		29,000		229,845
Shanghai Pharmaceuticals Holding Co. Ltd., Class H		62,000		102,930

Security	Shares		Value
China (continued)
Shanghai Pudong Development Bank Co. Ltd., Class A		94,987	$	99,784
Shanghai Putailai New Energy Technology Co. Ltd., Class A		9,400		70,374
Shanxi Xinghuacun Fen Wine Factory Co. Ltd., Class A		5,600		229,862
Shengyi Technology Co. Ltd., Class A		17,700		36,784
Shenwan Hongyuan Group Co. Ltd., Class A		127,900		73,469
Shenzhen Dynanonic Co. Ltd., Class A		600		19,877
Shenzhen Inovance Technology Co. Ltd., Class A		9,750		97,720
Shenzhen International Holdings Ltd.		40,500		39,643
Shenzhen Kangtai Biological Products Co. Ltd., Class A		7,520		34,172
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		4,300		195,869
Shenzhen Transsion Holdings Co. Ltd., Class A		6,290		72,164
Shenzhou International Group Holdings Ltd.		51,400		573,205
Shimao Group Holdings Ltd.(a)(d)		51,000		11,694
Silergy Corp.		25,000		353,123
Sinopharm Group Co. Ltd., Class H		131,200		332,082
Smoore International Holdings Ltd.(c)		96,000		147,257
Sunac China Holdings Ltd.(a)(d)		130,000		26,495
Sungrow Power Supply Co. Ltd., Class A		11,500		185,357
Sunny Optical Technology Group Co. Ltd.		47,800		563,747
Sunwoda Electronic Co. Ltd., Class A		15,800		48,146
Suzhou Maxwell Technologies Co. Ltd., Class A		1,900		112,794
Suzhou TA&A Ultra Clean Technology Co. Ltd., Class A		9,900		79,744
TAL Education Group, ADR(a)		19,208		135,416
TBEA Co. Ltd., Class A		36,500		105,564
TCL Technology Group Corp., Class A		78,200		41,901
TCL Zhonghuan Renewable Energy Technology Co. Ltd., Class A		18,100		98,129
Tencent Holdings Ltd.		423,300		17,948,074
Tencent Music Entertainment Group, ADR(a)(b)		28,714		237,752
Thunder Software Technology Co. Ltd., Class A		6,000		86,734
Tianqi Lithium Corp., Class A(a)		20,900		238,091
Tingyi Cayman Islands Holding Corp.		118,000		208,155
Tongcheng Travel Holdings Ltd.(a)		135,600		323,888
Tongwei Co. Ltd., Class A		28,200		156,775
Topchoice Medical Corp., Class A(a)		900		19,805
Topsports International Holdings Ltd.(c)		81,000		63,818
TravelSky Technology Ltd., Class H		59,000		123,998
Trina Solar Co. Ltd., Class A		13,277		121,867
Trip.com Group Ltd., ADR(a)(b)		36,872		1,268,397
Tsingtao Brewery Co. Ltd., Class H		42,000		413,578
Unigroup Guoxin Microelectronics Co. Ltd., Class A		6,859		130,295
Uni-President China Holdings Ltd.		82,000		81,848
Unisplendour Corp. Ltd., Class A		20,160		56,759
Vipshop Holdings Ltd., ADR(a)		35,699		486,934
Walvax Biotechnology Co. Ltd., Class A		8,600		49,782
Wanhua Chemical Group Co. Ltd., Class A		14,700		196,321
Want Want China Holdings Ltd.		320,000		213,234
Weibo Corp., ADR(a)		2,166		41,414
Weichai Power Co. Ltd., Class A		33,300		48,825
Weichai Power Co. Ltd., Class H		115,800		153,109
Wens Foodstuffs Group Co. Ltd., Class A		20,160		57,117
Will Semiconductor Co. Ltd. Shanghai, Class A		5,535		61,532
Wilmar International Ltd.(b)		143,800		447,991
Wingtech Technology Co. Ltd., Class A		4,238		32,071
Wuchan Zhongda Group Co. Ltd., Class A		25,699		17,830
Wuliangye Yibin Co. Ltd., Class A		13,700		356,269

24 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
China (continued)
WuXi AppTec Co. Ltd., Class A		12,936	$	150,632
WuXi AppTec Co. Ltd., Class H(c)		21,041		220,773
Wuxi Biologics Cayman, Inc.(a)(c)		248,500		1,882,115
Wuxi Shangji Automation Co. Ltd., Class A		7,500		114,281
Xiaomi Corp., Class B(a)(c)		1,116,000		1,549,132
Xinjiang Goldwind Science & Technology Co. Ltd., Class A		64,400		102,103
Xinjiang Goldwind Science & Technology Co. Ltd., Class H		15,800		14,006
Xinyi Solar Holdings Ltd.		292,000		321,301
XPeng, Inc., Class A(a)		52,134		256,901
Xtep International Holdings Ltd.		43,000		47,589
Yadea Group Holdings Ltd.(c)		68,000		113,219
Yankuang Energy Group Co. Ltd., Class A		5,900		28,569
Yankuang Energy Group Co. Ltd., Class H		102,000		310,248
Yihai International Holding Ltd.		23,000		80,900
Yihai Kerry Arawana Holdings Co. Ltd., Class A		12,100		76,011
Yonyou Network Technology Co. Ltd., Class A		7,800		27,158
Yum China Holdings, Inc.		26,542		1,450,520
Yunnan Baiyao Group Co. Ltd., Class A		12,460		97,728
Yunnan Energy New Material Co. Ltd., Class A		2,300		43,553
Zai Lab Ltd., ADR(a)		7,365		226,106
Zhangzhou Pientzehuang Pharmaceutical Co. Ltd., Class A		1,599		66,471
Zhaojin Mining Industry Co. Ltd., Class H(a)		54,000		59,692
Zhejiang Chint Electrics Co. Ltd., Class A		8,900		35,532
Zhejiang Expressway Co. Ltd., Class H		54,000		41,522
Zhejiang Huayou Cobalt Co. Ltd., Class A		3,770		30,168
Zhejiang Jingsheng Mechanical & Electrical Co. Ltd., Class A		14,200		130,273
Zhejiang NHU Co. Ltd., Class A		11,060		29,943
Zheshang Securities Co. Ltd., Class A		44,700		63,989
ZhongAn Online P&C Insurance Co. Ltd., Class H(a)(c)		42,400		115,475
Zhongsheng Group Holdings Ltd.		63,500		325,253
Zhongtai Securities Co. Ltd., Class A		42,200		39,016
Zhuzhou CRRC Times Electric Co. Ltd., Class A		1,831		14,385
Zhuzhou CRRC Times Electric Co. Ltd., Class H		28,400		140,271
Zijin Mining Group Co. Ltd., Class A		145,900		209,472
Zijin Mining Group Co. Ltd., Class H		330,000		443,517
ZTE Corp., Class H		14,400		31,635
ZTO Express Cayman, Inc., ADR(b)		26,891		722,561
				133,209,927
Colombia — 0.0%
Bancolombia SA		7,812		67,864
Interconexion Electrica SA ESP		24,518		107,261
				175,125
Czech Republic — 0.0%
CEZ A/S		10,005		340,895
Komercni Banka A/S		3,800		109,812
Moneta Money Bank A/S(c)		25,594		86,081
				536,788
Denmark — 1.9%
AP Moller - Maersk A/S, Class A		185		407,714
AP Moller - Maersk A/S, Class B		354		792,466
Carlsberg A/S, Class B		7,024		931,712
Chr Hansen Holding A/S		6,994		503,098
Coloplast A/S, Class B		7,333		859,080
Danske Bank A/S		41,748		823,400
Demant A/S(a)		6,675		186,137
DSV A/S		13,180		2,084,247

Security	Shares		Value
Denmark (continued)
Genmab A/S(a)		4,561	$	1,928,367
Novo Nordisk A/S, Class B		110,608		15,022,288
Novozymes A/S, B Shares		10,992		557,664
Orsted A/S(c)		13,581		1,227,799
Pandora A/S		6,009		424,725
ROCKWOOL A/S, B Shares		484		113,306
Tryg A/S		20,999		499,053
Vestas Wind Systems A/S		70,045		2,043,258
				28,404,314
Egypt — 0.0%
Commercial International Bank Egypt SAE		101,009		169,656
Finland — 0.8%
Elisa OYJ		8,704		461,356
Fortum OYJ		27,525		458,403
Kesko OYJ, B Shares		19,320		426,898
Kone OYJ, Class B		23,575		1,220,519
Neste OYJ		29,344		1,353,256
Nokia OYJ		336,422		1,562,915
Nordea Bank Abp		218,575		2,341,365
Orion OYJ, Class B		6,376		349,551
Sampo OYJ, A Shares		32,437		1,694,167
Stora Enso OYJ, R Shares		41,796		589,302
UPM-Kymmene OYJ		32,865		1,229,853
Wartsila OYJ Abp		30,424		256,537
				11,944,122
France — 7.3%
Accor SA(a)		10,412		259,754
Aeroports de Paris(a)(b)		3,116		417,455
Air Liquide SA		33,714		4,785,206
Airbus SE		39,476		4,693,791
Alstom SA(b)		18,995		464,743
Amundi SA(c)		4,353		246,854
Arkema SA		4,546		408,889
AXA SA		123,199		3,431,770
BioMerieux		3,586		376,758
BNP Paribas SA		77,052		4,387,274
Bollore SE		63,891		357,048
Bouygues SA		16,946		508,240
Bureau Veritas SA		17,584		463,409
Capgemini SE		10,248		1,713,220
Carrefour SA		36,650		613,006
Cie de Saint-Gobain		34,529		1,689,186
Cie Generale des Etablissements Michelin SCA		46,477		1,294,722
Covivio		2,326		138,068
Credit Agricole SA		87,771		923,293
Danone SA		44,529		2,346,930
Dassault Aviation SA		2,223		377,005
Dassault Systemes SE		41,237		1,482,868
Edenred		17,414		947,763
Eiffage SA		4,993		491,132
Electricite de France SA		33,513		430,251
Engie SA		126,684		1,812,350
EssilorLuxottica SA		18,933		3,425,604
Eurazeo SE		2,062		128,375
Gecina SA		3,798		386,940
Getlink SE		26,306		421,242
Hermes International		2,070		3,204,052
Ipsen SA		3,356		360,973
Kering SA		4,828		2,457,102
Klepierre SA		17,558		405,249
La Francaise des Jeux SAEM(c)		9,840		395,947

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 25

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
France (continued)
Legrand SA		17,397	$	1,394,921
L’Oreal SA		16,227		5,810,849
LVMH Moet Hennessy Louis Vuitton SE		18,593		13,529,984
Orange SA		128,442		1,274,416
Pernod Ricard SA		13,694		2,693,917
Publicis Groupe SA		16,031		1,024,097
Remy Cointreau SA		1,607		270,962
Renault SA(a)		15,194		507,003
Safran SA		23,707		2,969,393
Sanofi		77,111		7,435,546
Sartorius Stedim Biotech		2,005		651,561
Schneider Electric SE		36,458		5,119,964
SEB SA		2,025		169,901
Societe Generale SA		56,257		1,411,130
Sodexo SA		5,562		532,163
Teleperformance		3,515		840,314
Thales SA		7,377		942,550
TotalEnergies SE		166,517		10,452,794
Ubisoft Entertainment SA(a)		8,158		230,470
Unibail-Rodamco-Westfield(a)(b)		8,442		441,315
Valeo		13,865		247,737
Veolia Environnement SA		46,162		1,186,105
Vinci SA		35,204		3,509,377
Vivendi SE		42,128		402,446
Wendel SE		1,358		126,849
Worldline SA(a)(c)		14,715		576,276
				109,998,509
Germany — 4.8%
Adidas AG		11,543		1,564,380
Allianz SE, Registered Shares		26,677		5,697,076
BASF SE		60,384		2,973,223
Bayer AG, Registered Shares		64,642		3,327,127
Bayerische Motoren Werke AG		21,108		1,868,796
Bechtle AG		8,014		283,280
Beiersdorf AG		5,842		667,575
Brenntag SE		8,166		520,785
Carl Zeiss Meditec AG		3,364		422,834
Commerzbank AG(a)		63,644		595,047
Continental AG, Class A		6,673		397,808
Covestro AG(c)		15,002		584,418
Daimler Truck Holding AG(a)		33,144		1,018,903
Delivery Hero SE(a)(c)		11,292		541,900
Deutsche Bank AG, Registered Shares		143,352		1,611,500
Deutsche Boerse AG		12,234		2,106,573
Deutsche Lufthansa AG, Registered Shares(a)		52,139		429,785
Deutsche Post AG, Registered Shares		68,753		2,573,193
Deutsche Telekom AG, Registered Shares		213,457		4,247,062
E.ON SE		155,722		1,548,188
Evonik Industries AG		11,562		220,531
Fresenius Medical Care AG & Co. KGaA		13,963		456,067
Fresenius SE & Co. KGaA		28,414		793,657
GEA Group AG		9,011		366,455
Hannover Rueck SE		4,414		870,916
HeidelbergCement AG		11,470		649,948
HelloFresh SE(a)		15,258		333,004
Henkel AG & Co. KGaA		6,213		399,276
Infineon Technologies AG		85,090		2,586,046
Knorr-Bremse AG		6,249		339,960
LEG Immobilien SE		4,537		295,897
Mercedes-Benz Group AG, Registered Shares		53,132		3,474,560
Merck KGaA		8,964		1,729,516

Security	Shares		Value
Germany (continued)
MTU Aero Engines AG		3,921	$	843,545
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen, Registered Shares		9,159		2,962,665
Nemetschek SE		3,453		176,539
Puma SE		6,996		422,861
Rational AG		500		296,913
Rheinmetall AG		2,402		478,181
RWE AG		44,558		1,969,806
SAP SE		68,855		7,108,637
Scout24 SE(c)		4,929		248,094
Siemens AG, Registered Shares		51,678		7,123,874
Siemens Energy AG(a)		32,988		619,387
Siemens Healthineers AG(c)		17,697		882,755
Symrise AG		9,208		1,000,035
Telefonica Deutschland Holding AG		78,736		193,377
United Internet AG, Registered Shares		4,660		93,967
Volkswagen AG		1,951		306,064
Vonovia SE		51,826		1,220,835
Zalando SE(a)(c)		13,284		467,661
				71,910,482
Greece — 0.1%
Alpha Services & Holdings SA(a)		109,264		116,940
Eurobank Ergasias Services & Holdings SA(a)		150,627		169,660
FF Group(a)(d)		205		—
Hellenic Telecommunications Organization SA		12,770		199,456
JUMBO SA		4,656		79,855
Mytilineos SA		12,016		261,055
National Bank of Greece SA(a)		58,231		233,512
OPAP SA		11,603		164,156
Public Power Corp. SA(a)		12,105		84,963
				1,309,597
Hong Kong — 2.1%
AIA Group Ltd.		815,200		9,002,565
Beijing Enterprises Water Group Ltd.		232,000		59,324
Bosideng International Holdings Ltd.		234,000		110,886
China Everbright Environment Group Ltd.		146,629		65,291
China Gas Holdings Ltd.		181,000		262,316
China Jinmao Holdings Group Ltd.		192,000		41,078
China Merchants Port Holdings Co. Ltd.		65,720		95,950
China Power International Development Ltd.(b)		424,000		178,541
China Resources Beer Holdings Co. Ltd.		124,000		862,492
China Resources Power Holdings Co. Ltd.		120,000		244,523
China Taiping Insurance Holdings Co. Ltd.		72,672		90,168
China Traditional Chinese Medicine Holdings Co. Ltd.		178,000		80,722
CK Asset Holdings Ltd.		123,508		757,496
CK Hutchison Holdings Ltd.		167,508		1,003,515
CK Infrastructure Holdings Ltd.		41,500		216,549
CLP Holdings Ltd.		119,000		866,983
COSCO SHIPPING Ports Ltd.		134,000		106,342
ESR Group Ltd.(c)		124,200		259,646
Far East Horizon Ltd.		141,000		109,828
Galaxy Entertainment Group Ltd.		157,000		1,032,220
GCL Technology Holdings Ltd.(a)		1,362,000		343,656
Guangdong Investment Ltd.		164,000		167,452
Hang Lung Properties Ltd.		113,000		220,125
Hang Seng Bank Ltd.		45,700		758,000
Henderson Land Development Co. Ltd.		132,800		462,303
HK Electric Investments & HK Electric Investments Ltd., Class SS		179,500		118,685
HKT Trust & HKT Ltd., Class SS		222,900		272,857

26 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Hong Kong (continued)
Hong Kong & China Gas Co. Ltd.		669,176	$	634,652
Hong Kong Exchanges & Clearing Ltd.		83,494		3,587,757
Hongkong Land Holdings Ltd.(b)		77,800		357,943
Jardine Matheson Holdings Ltd.		12,000		610,450
Kingboard Laminates Holdings Ltd.		42,500		46,574
Link REIT		137,200		1,003,938
MTR Corp. Ltd.(b)		122,500		647,884
New World Development Co. Ltd.		84,166		236,100
Nine Dragons Paper Holdings Ltd.		196,000		178,191
Orient Overseas International Ltd.		10,000		180,234
Power Assets Holdings Ltd.		103,500		565,676
Sino Biopharmaceutical Ltd.		643,750		374,869
Sino Land Co. Ltd.		240,800		300,346
SITC International Holdings Co. Ltd.		73,000		161,800
Sun Hung Kai Properties Ltd.		93,000		1,270,321
Super Hi International Holding Ltd.(a)		600		764
Swire Pacific Ltd., Class A		38,500		337,486
Swire Properties Ltd.		79,200		200,605
Techtronic Industries Co., Ltd.		100,000		1,110,684
Vinda International Holdings Ltd.		31,000		90,993
WH Group Ltd.(c)		804,000		468,923
Wharf Real Estate Investment Co. Ltd.		103,000		599,886
Xinyi Glass Holdings Ltd.(b)		136,000		251,270
Yuexiu Property Co. Ltd.		135,000		162,871
				31,169,730
Hungary — 0.1%
MOL Hungarian Oil & Gas PLC		39,733		276,909
OTP Bank Nyrt		15,236		413,979
Richter Gedeon Nyrt		8,007		177,800
				868,688
India — 4.1%
ACC Ltd.		4,939		145,524
Adani Enterprises Ltd.		17,343		807,613
Adani Green Energy Ltd.(a)		18,975		442,083
Adani Ports & Special Economic Zone Ltd.		27,638		272,815
Adani Power Ltd.(a)		46,031		165,999
Adani Total Gas Ltd.		17,595		784,594
Adani Transmission Ltd.(a)		16,094		502,562
Ambuja Cements Ltd.		50,659		320,402
Apollo Hospitals Enterprise Ltd.		6,490		350,708
Asian Paints Ltd.		26,606		989,109
AU Small Finance Bank Ltd.(c)		16,688		131,817
Aurobindo Pharma Ltd.		13,516		71,572
Avenue Supermarts Ltd.(a)(c)		10,792		529,903
Axis Bank Ltd.		157,633		1,773,944
Bajaj Auto Ltd.		6,435		280,592
Bajaj Finance Ltd.		18,897		1,496,921
Bajaj Finserv Ltd.		22,763		424,868
Balkrishna Industries Ltd.		5,542		142,488
Bandhan Bank Ltd.(a)(c)		8,600		24,272
Berger Paints India Ltd.		32,823		229,909
Bharat Electronics Ltd.		301,140		363,357
Bharat Forge Ltd.		25,709		272,787
Bharat Petroleum Corp. Ltd.		77,259		307,981
Bharti Airtel Ltd.		149,139		1,450,394
Biocon Ltd.		19,164		60,561
Britannia Industries Ltd.		8,541		444,285
Cholamandalam Investment & Finance Co. Ltd.		22,203		193,637
Cipla Ltd.		34,393		446,842
Coal India Ltd.		119,356		324,702
Colgate-Palmolive India Ltd.		6,248		115,873

Security	Shares		Value
India (continued)
Container Corp. Of India Ltd.		29,519	$	263,194
Dabur India Ltd.		37,975		257,285
Divi’s Laboratories Ltd.		10,264		422,761
DLF Ltd.		33,599		151,922
Dr Reddy’s Laboratories Ltd.		3,124		159,774
Dr Reddy’s Laboratories Ltd., ADR(b)		4,517		233,755
Eicher Motors Ltd.		9,970		387,725
GAIL India Ltd.		119,551		138,828
Godrej Consumer Products Ltd.(a)		26,503		279,626
Godrej Properties Ltd.(a)		7,174		106,037
Grasim Industries Ltd.		15,713		326,171
Havells India Ltd.		16,163		214,462
HCL Technologies Ltd.		75,935		952,292
HDFC Life Insurance Co. Ltd.(c)		52,745		360,295
Hero MotoCorp Ltd.		7,430		245,504
Hindalco Industries Ltd.		85,181		486,973
Hindustan Petroleum Corp. Ltd.		82,865		234,913
Hindustan Unilever Ltd.		53,909		1,665,435
Housing Development Finance Corp. Ltd.		113,909		3,621,274
ICICI Bank Ltd.		311,088		3,345,990
ICICI Bank Ltd., ADR		22,806		499,223
ICICI Lombard General Insurance Co. Ltd.(c)		20,946		312,740
ICICI Prudential Life Insurance Co. Ltd.(c)		21,486		116,890
Indian Hotels Co. Ltd.		79,918		307,437
Indian Oil Corp. Ltd.		142,183		131,331
Indian Railway Catering & Tourism Corp. Ltd.		14,747		113,699
Indraprastha Gas Ltd.		14,609		73,026
Indus Towers Ltd.		41,213		94,625
Info Edge India Ltd.		4,063		192,918
Infosys Ltd.		124,169		2,263,762
Infosys Ltd., ADR(b)		97,713		1,759,811
InterGlobe Aviation Ltd.(a)(c)		5,982		144,754
ITC Ltd.		209,830		839,897
Jindal Steel & Power Ltd.		43,922		308,064
JSW Steel Ltd.		49,283		456,871
Jubilant Foodworks Ltd.		20,145		124,200
Kotak Mahindra Bank Ltd.		32,461		714,184
Larsen & Toubro Ltd.		22,534		566,377
Larsen & Toubro Ltd., GDR, Registered Shares		18,237		458,392
LTIMindtree Ltd.(c)		5,587		294,506
Lupin Ltd.		11,830		104,798
Mahindra & Mahindra Ltd.		34,831		524,371
Mahindra & Mahindra Ltd., GDR		27,036		402,888
Marico Ltd.		30,883		190,045
Maruti Suzuki India Ltd.		8,462		856,062
Mphasis Ltd.		4,649		110,730
MRF Ltd.		105		112,225
Muthoot Finance Ltd.		8,240		105,758
Nestle India Ltd.		2,587		611,971
NTPC Ltd.		269,224		541,431
Oil & Natural Gas Corp. Ltd.		161,872		288,145
Page Industries Ltd.		367		189,712
Petronet LNG Ltd.		71,896		187,000
PI Industries Ltd.		5,213		215,291
Pidilite Industries Ltd.		9,792		301,226
Power Grid Corp. of India Ltd.		237,429		612,140
Reliance Industries Ltd.		204,985		6,293,165
Samvardhana Motherson International Ltd.		100,972		90,412
SBI Cards & Payment Services Ltd.		14,099		135,385
SBI Life Insurance Co. Ltd.(c)		22,742		337,538
Shree Cement Ltd.		685		192,428
Shriram Finance Ltd.		13,178		218,758

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 27

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
India (continued)
Siemens Ltd.		4,979	$	169,764
SRF Ltd.		12,621		348,467
State Bank of India		67,262		497,401
State Bank of India, GDR, Registered Shares(b)		5,712		422,055
Sun Pharmaceutical Industries Ltd.		69,783		843,886
Tata Consultancy Services Ltd.		61,269		2,409,532
Tata Consumer Products Ltd.		34,238		316,871
Tata Elxsi Ltd.		2,653		201,350
Tata Motors Ltd.(a)		76,613		358,758
Tata Power Co. Ltd.		131,205		328,757
Tata Steel Ltd.		502,200		684,000
Tech Mahindra Ltd.		35,194		431,609
Titan Co. Ltd.		25,789		809,163
Torrent Pharmaceuticals Ltd.		5,320		99,457
Trent Ltd.		10,835		176,776
Tube Investments of India Ltd.		9,358		313,868
TVS Motor Co. Ltd.		22,495		294,590
UltraTech Cement Ltd.		7,711		647,048
United Spirits Ltd.(a)		18,510		196,091
UPL Ltd.		42,801		369,661
Varun Beverages Ltd.		28,715		458,256
Vedanta Ltd.		46,448		172,875
Wipro Ltd.		56,219		266,692
Wipro Ltd., ADR(b)		13,184		61,438
Yes Bank Ltd.(a)		558,202		138,871
Zomato Ltd.(a)		104,805		75,133
				61,208,885
Indonesia — 0.6%
Adaro Energy Indonesia Tbk PT		1,157,300		286,678
Aneka Tambang Tbk		614,000		78,136
Astra International Tbk PT		1,374,600		503,034
Bank Central Asia Tbk PT		3,519,300		1,929,766
Bank Jago Tbk PT(a)		244,900		58,450
Bank Mandiri Persero Tbk PT		1,163,700		742,085
Bank Negara Indonesia Persero Tbk PT		405,600		240,305
Bank Rakyat Indonesia Persero Tbk PT		4,730,528		1,499,814
Barito Pacific Tbk PT		1,676,629		81,293
Charoen Pokphand Indonesia Tbk PT		713,800		259,103
Indah Kiat Pulp & Paper Tbk PT		126,800		71,048
Indofood CBP Sukses Makmur Tbk PT		165,500		106,275
Indofood Sukses Makmur Tbk PT		261,000		112,825
Kalbe Farma Tbk PT		1,972,300		264,774
Merdeka Copper Gold Tbk PT(a)		1,022,478		270,131
Sarana Menara Nusantara Tbk PT		1,534,700		108,491
Semen Indonesia Persero Tbk PT		121,122		51,150
Sumber Alfaria Trijaya Tbk PT		1,597,100		272,191
Telkom Indonesia Persero Tbk PT		3,461,600		833,595
Unilever Indonesia Tbk PT		374,500		113,127
United Tractors Tbk PT		157,700		264,348
Vale Indonesia Tbk PT(a)		377,500		171,721
				8,318,340
Ireland — 0.6%
AerCap Holdings NV(a)(b)		7,022		409,523
AIB Group PLC		88,630		340,198
Bank of Ireland Group PLC		51,969		495,229
CRH PLC		52,932		2,105,113
Experian PLC		58,486		1,980,823
Flutter Entertainment PLC(a)		11,708		1,604,362
James Hardie Industries PLC		31,334		563,958

Security	Shares		Value
Ireland (continued)
Kerry Group PLC, Class A		11,022	$	995,620
Kingspan Group PLC		9,649		522,434
Smurfit Kappa Group PLC		17,893		663,120
				9,680,380
Isle of Man — 0.0%
Entain PLC		43,324		689,937
Israel — 0.5%
Azrieli Group Ltd.		4,108		273,955
Bank Hapoalim BM		81,986		738,195
Bank Leumi Le-Israel BM		94,925		790,612
Bezeq The Israeli Telecommunication Corp. Ltd.		149,787		256,961
Check Point Software Technologies Ltd.(a)		6,605		833,287
CyberArk Software Ltd.(a)		3,215		416,825
Elbit Systems Ltd.		2,228		362,343
ICL Group Ltd.		53,347		385,457
Isracard Ltd.		1		3
Israel Discount Bank Ltd., Class A		73,958		388,274
Mizrahi Tefahot Bank Ltd.		8,958		289,121
Nice Ltd.(a)		4,489		863,585
Teva Pharmaceutical Industries Ltd., ADR(a)		73,921		674,159
Tower Semiconductor Ltd.(a)		7,458		325,544
Wix.com Ltd.(a)(b)		3,589		275,743
ZIM Integrated Shipping Services Ltd.(b)		5,331		91,640
				6,965,704
Italy — 1.2%
Amplifon SpA		11,525		344,134
Assicurazioni Generali SpA		69,297		1,232,274
Davide Campari-Milano NV		28,673		291,097
DiaSorin SpA		2,093		292,864
Enel SpA		564,131		3,033,976
Eni SpA		164,573		2,340,139
Ferrari NV		8,823		1,891,990
FinecoBank Banca Fineco SpA		35,576		590,779
Infrastrutture Wireless Italiane SpA(c)		18,443		186,057
Intesa Sanpaolo SpA		1,155,800		2,560,569
Mediobanca Banca di Credito Finanziario SpA(b)		36,189		347,742
Moncler SpA		15,516		824,471
Nexi SpA(a)(c)		40,392		318,852
Poste Italiane SpA(c)		30,940		301,865
Prysmian SpA		15,715		583,899
Recordati Industria Chimica e Farmaceutica SpA		10,505		436,669
Snam SpA		115,309		559,114
Telecom Italia SpA(a)		791,287		183,382
Terna - Rete Elettrica Nazionale		104,426		771,206
UniCredit SpA		120,543		1,710,450
				18,801,529
Japan — 13.9%
Advantest Corp.		14,100		903,085
Aeon Co. Ltd.		46,700		986,093
AGC, Inc.(b)		15,100		501,105
Aisin Corp.		14,100		373,861
Ajinomoto Co., Inc.		32,000		978,026
ANA Holdings, Inc.(a)		9,300		196,955
Asahi Group Holdings Ltd.(b)		32,300		1,005,422
Asahi Intecc Co. Ltd.		13,000		212,059
Asahi Kasei Corp.		75,000		533,894
Astellas Pharma, Inc.		127,300		1,935,676
Azbil Corp.		6,700		168,219
Bandai Namco Holdings, Inc.		11,000		689,474

28 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Japan (continued)
Bridgestone Corp.(b)		39,600	$	1,402,120
Brother Industries Ltd.		16,500		249,376
Canon, Inc.(b)		59,800		1,294,314
Capcom Co. Ltd.		8,100		258,556
Central Japan Railway Co.		9,100		1,117,294
Chiba Bank Ltd.		52,100		380,129
Chubu Electric Power Co., Inc.		37,600		388,802
Chugai Pharmaceutical Co. Ltd.		44,100		1,124,848
Concordia Financial Group Ltd.		61,900		258,459
CyberAgent, Inc.		25,700		228,801
Dai Nippon Printing Co. Ltd.		17,600		353,576
Daifuku Co. Ltd.		8,200		382,236
Dai-ichi Life Holdings, Inc.		68,000		1,535,669
Daiichi Sankyo Co. Ltd.		115,200		3,707,907
Daikin Industries Ltd.		17,300		2,624,643
Daito Trust Construction Co. Ltd.		4,900		501,676
Daiwa House Industry Co. Ltd.		38,500		886,895
Daiwa House REIT Investment Corp.		130		289,856
Daiwa Securities Group, Inc.		95,600		422,437
Denso Corp.		30,100		1,476,099
Dentsu Group, Inc.(b)		13,400		420,367
Disco Corp.		1,500		427,531
East Japan Railway Co.		21,000		1,196,116
Eisai Co. Ltd.		17,300		1,140,970
ENEOS Holdings, Inc.		185,100		630,342
FANUC Corp.		13,300		1,990,298
Fast Retailing Co. Ltd.		4,000		2,434,134
Fuji Electric Co. Ltd.		9,100		343,427
FUJIFILM Holdings Corp.		21,400		1,070,031
Fujitsu Ltd.		13,600		1,813,118
GLP J-REIT		430		495,221
GMO Payment Gateway, Inc.		4,200		347,336
Hakuhodo DY Holdings, Inc.		14,000		140,505
Hamamatsu Photonics KK		8,600		410,458
Hankyu Hanshin Holdings, Inc.		16,100		477,004
Hikari Tsushin, Inc.		1,000		140,754
Hirose Electric Co. Ltd.		2,711		340,017
Hitachi Construction Machinery Co. Ltd.		6,400		142,633
Hitachi Ltd.		64,000		3,220,242
Honda Motor Co. Ltd.		105,300		2,401,789
Hoshizaki Corp.		5,800		203,940
Hoya Corp.		23,500		2,250,795
Hulic Co. Ltd.(b)		24,000		188,461
Ibiden Co. Ltd.		9,600		346,200
Idemitsu Kosan Co. Ltd.(b)		16,849		394,462
Iida Group Holdings Co. Ltd.		6,800		103,245
Inpex Corp.(b)		58,800		631,830
Isuzu Motors Ltd.		35,400		410,388
Ito En Ltd.		3,700		134,658
ITOCHU Corp.		82,400		2,585,114
Itochu Techno-Solutions Corp.		10,100		234,277
Japan Airlines Co. Ltd.(a)		8,200		167,015
Japan Exchange Group, Inc.		30,800		443,914
Japan Metropolitan Fund Invest		418		332,525
Japan Post Bank Co. Ltd.(b)		17,400		149,169
Japan Post Holdings Co. Ltd.		141,500		1,190,575
Japan Post Insurance Co. Ltd.		10,400		182,906
Japan Real Estate Investment Corp.		75		329,422
Japan Tobacco, Inc.(b)		78,900		1,590,641
JFE Holdings, Inc.		28,700		333,020
JSR Corp.		12,300		240,850
Kajima Corp.		36,700		427,089
Kakaku.com, Inc.		7,400		118,738

Security	Shares		Value
Japan (continued)
Kansai Electric Power Co., Inc.		45,300	$	439,902
Kao Corp.(b)		32,900		1,306,144
KDDI Corp.		111,900		3,393,579
Keio Corp.		5,500		201,463
Keisei Electric Railway Co. Ltd.		7,700		218,767
Keyence Corp.		12,980		5,039,414
Kikkoman Corp.		8,700		457,938
Kintetsu Group Holdings Co. Ltd.		13,500		445,720
Kirin Holdings Co. Ltd.(b)		58,800		896,196
Kobayashi Pharmaceutical Co. Ltd.		5,400		370,130
Kobe Bussan Co. Ltd.		9,400		270,919
Koei Tecmo Holdings Co. Ltd.		5,720		103,455
Koito Manufacturing Co. Ltd.		21,800		324,998
Komatsu Ltd.		64,100		1,385,465
Konami Group Corp.		5,300		240,423
Kose Corp.		3,100		336,825
Kubota Corp.(b)		64,200		877,064
Kurita Water Industries Ltd.		7,300		301,524
Kyocera Corp.		22,300		1,106,897
Kyowa Kirin Co. Ltd.		21,900		501,597
Lasertec Corp.		5,100		832,680
Lixil Corp.		23,700		357,303
M3, Inc.		31,100		844,779
Makita Corp.		13,100		305,167
Marubeni Corp.		107,800		1,234,951
Mazda Motor Corp.		51,200		383,798
McDonald’s Holdings Co. Japan Ltd.(b)		5,200		197,633
MEIJI Holdings Co. Ltd.		6,500		333,178
MINEBEA MITSUMI, Inc.		21,700		321,509
MISUMI Group, Inc.		22,400		486,848
Mitsubishi Chemical Group Corp.		76,500		396,042
Mitsubishi Corp.		82,000		2,662,112
Mitsubishi Electric Corp.		134,900		1,336,716
Mitsubishi Estate Co. Ltd.		71,300		923,590
Mitsubishi HC Capital, Inc.		37,900		186,413
Mitsubishi Heavy Industries Ltd.		22,700		897,025
Mitsubishi UFJ Financial Group, Inc.		799,300		5,366,031
Mitsui & Co. Ltd.		96,800		2,819,368
Mitsui Chemicals, Inc.		11,000		247,069
Mitsui Fudosan Co. Ltd.		62,800		1,147,794
Mitsui OSK Lines Ltd.(b)		18,800		469,771
Mizuho Financial Group, Inc.		145,440		2,049,001
MonotaRO Co. Ltd.		18,200		256,363
MS&AD Insurance Group Holdings, Inc.		26,900		859,988
Murata Manufacturing Co. Ltd.		36,300		1,790,141
NEC Corp.		13,900		487,462
Nexon Co. Ltd.		32,200		722,912
NGK Insulators Ltd.		15,500		196,503
Nidec Corp.		29,400		1,512,899
Nihon M&A Center Holdings, Inc.		18,700		230,099
Nintendo Co. Ltd.(b)		71,700		3,014,739
Nippon Building Fund, Inc.(b)		127		567,920
Nippon Express Holdings, Inc.		6,600		376,922
Nippon Paint Holdings Co. Ltd.		45,200		355,005
Nippon Sanso Holdings Corp.		9,300		134,714
Nippon Shinyaku Co. Ltd.		4,500		255,373
Nippon Steel Corp.		48,647		844,080
Nippon Telegraph & Telephone Corp.		76,500		2,181,666
Nippon Yusen KK(b)		28,400		669,690
Nissan Chemical Corp.		9,600		418,629
Nissan Motor Co. Ltd.		161,800		506,341
Nisshin Seifun Group, Inc.		9,000		113,112
Nissin Foods Holdings Co. Ltd.		3,500		277,180

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 29

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Japan (continued)
Nitori Holdings Co. Ltd.		5,700	$	744,776
Nitto Denko Corp.		9,800		564,428
Nomura Holdings, Inc.		226,400		838,919
Nomura Real Estate Holdings, Inc.		7,100		151,818
Nomura Real Estate Master Fund, Inc.		289		358,040
Nomura Research Institute Ltd.		25,543		607,257
NTT Data Corp.		37,400		545,020
Obayashi Corp.		57,700		435,842
Obic Co. Ltd.		4,500		660,641
Odakyu Electric Railway Co. Ltd.		18,100		234,403
Oji Holdings Corp.		25,600		103,398
Olympus Corp.		85,600		1,509,777
Omron Corp.		13,900		671,756
Ono Pharmaceutical Co. Ltd.		21,700		507,207
Open House Group Co. Ltd.		4,700		171,126
Oracle Corp. Japan		2,000		130,043
Oriental Land Co. Ltd.		13,900		2,022,786
ORIX Corp.		77,300		1,237,314
Osaka Gas Co. Ltd.		21,600		348,043
Otsuka Corp.		10,500		330,964
Otsuka Holdings Co. Ltd.(b)		27,500		896,850
Pan Pacific International Holdings Corp.		22,800		423,490
Panasonic Holdings Corp.		161,800		1,354,107
Persol Holdings Co. Ltd.		10,600		225,459
Rakuten Group, Inc.(a)(b)		53,400		240,678
Recruit Holdings Co. Ltd.		100,000		3,130,197
Renesas Electronics Corp.(a)		70,000		618,678
Resona Holdings, Inc.		146,700		805,737
Ricoh Co. Ltd.		39,800		302,924
Rohm Co. Ltd.		5,200		372,785
SBI Holdings, Inc.		20,450		389,629
SCSK Corp.		12,100		183,154
Secom Co. Ltd.		15,100		861,573
Seiko Epson Corp.		25,200		366,636
Sekisui Chemical Co. Ltd.		21,100		294,098
Sekisui House Ltd.(b)		39,700		703,843
Seven & i Holdings Co. Ltd.		52,300		2,241,387
SG Holdings Co. Ltd.		17,100		237,103
Sharp Corp.(b)		12,500		89,788
Shimadzu Corp.		15,000		424,648
Shimano, Inc.(b)		4,900		774,292
Shimizu Corp.		31,400		167,548
Shin-Etsu Chemical Co. Ltd.		24,500		2,991,748
Shionogi & Co. Ltd.		18,700		933,001
Shiseido Co. Ltd.(b)		25,800		1,264,553
Shizuoka Financial Group, Inc.		35,100		281,274
SMC Corp.		4,000		1,670,214
SoftBank Corp.		184,500		2,087,371
SoftBank Group Corp.		79,200		3,349,600
Sompo Holdings, Inc.		22,100		977,772
Sony Group Corp.		85,000		6,478,834
Square Enix Holdings Co. Ltd.		5,100		236,770
Subaru Corp.		37,400		566,239
SUMCO Corp.		22,300		295,444
Sumitomo Chemical Co. Ltd.		122,200		438,163
Sumitomo Corp.		71,500		1,188,551
Sumitomo Electric Industries Ltd.		43,400		490,353
Sumitomo Metal Mining Co. Ltd.		19,500		685,208
Sumitomo Mitsui Financial Group, Inc.		82,400		3,315,151
Sumitomo Mitsui Trust Holdings, Inc.		25,200		879,368
Sumitomo Realty & Development Co. Ltd.		23,200		546,776
Suntory Beverage & Food Ltd.		9,900		337,117

Security	Shares		Value
Japan (continued)
Suzuki Motor Corp.		26,200	$	839,116
Sysmex Corp.		12,500		754,632
T&D Holdings, Inc.		34,100		488,133
Taisei Corp.		10,500		338,575
Takeda Pharmaceutical Co. Ltd.		104,276		3,258,278
TDK Corp.		25,500		829,606
Terumo Corp.		44,800		1,270,106
TIS, Inc.		14,200		373,201
Tobu Railway Co. Ltd.		12,100		282,232
Toho Co. Ltd.		6,700		258,257
Tokio Marine Holdings, Inc.		127,300		2,719,431
Tokyo Electric Power Co. Holdings, Inc.(a)		77,000		277,309
Tokyo Electron Ltd.		9,800		2,879,521
Tokyo Gas Co. Ltd.		28,700		561,940
Tokyu Corp.(b)		37,800		476,052
Toppan, Inc.		18,900		279,105
Toray Industries, Inc.		109,100		606,745
Toshiba Corp.		27,200		945,180
Tosoh Corp.		15,500		184,320
TOTO Ltd.		11,900		403,641
Toyota Industries Corp.		11,100		603,015
Toyota Motor Corp.(b)		703,330		9,595,210
Toyota Tsusho Corp.		14,500		533,373
Trend Micro, Inc.(a)(b)		8,300		388,169
Unicharm Corp.		28,000		1,072,014
USS Co. Ltd.		12,100		191,992
Welcia Holdings Co. Ltd.		5,000		116,551
West Japan Railway Co.		13,100		568,793
Yakult Honsha Co. Ltd.		7,800		507,761
Yamaha Corp.		11,700		434,161
Yamaha Motor Co. Ltd.(b)		23,300		526,609
Yamato Holdings Co. Ltd.		16,300		258,294
Yaskawa Electric Corp.		14,400		459,438
Yokogawa Electric Corp.		20,700		328,529
Z Holdings Corp.		210,000		524,478
ZOZO, Inc.		11,700		288,940
				208,442,401
Jordan — 0.0%
Hikma Pharmaceuticals PLC		8,767		163,381
Kuwait — 0.3%
Agility Public Warehousing Co. KSC		126,865		298,871
Boubyan Bank KSCP		120,994		316,279
Gulf Bank KSCP		120,566		123,852
Kuwait Finance House KSCP		519,401		1,403,483
Mabanee Co. KPSC		59,515		165,221
Mobile Telecommunications Co. KSCP		139,288		256,679
National Bank of Kuwait SAKP		446,163		1,573,200
				4,137,585
Luxembourg — 0.2%
ArcelorMittal SA		36,820		971,390
Aroundtown SA		59,732		139,141
Eurofins Scientific SE(b)		9,607		689,765
Reinet Investments SCA		14,597		281,231
Tenaris SA		28,432		498,632
				2,580,159
Macau — 0.0%
Sands China Ltd.(a)		130,800		429,054
Malaysia — 0.5%
AMMB Holdings Bhd		68,900		64,779
Axiata Group Bhd		165,600		116,310

30 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Malaysia (continued)
CIMB Group Holdings Bhd(b)		503,900	$	663,116
Dialog Group Bhd		142,134		79,045
DiGi.Com Bhd(b)		144,300		130,959
Genting Bhd(b)		119,100		121,113
Genting Malaysia Bhd		106,100		64,769
HAP Seng Consolidated Bhd		64,000		92,949
Hartalega Holdings Bhd(b)		88,200		34,062
Hong Leong Bank Bhd(b)		38,840		181,085
Hong Leong Financial Group Bhd(b)		7,000		29,542
IHH Healthcare Bhd		133,900		188,954
Inari Amertron Bhd		200,000		118,515
IOI Corp. Bhd		270,600		249,027
Kuala Lumpur Kepong Bhd		46,100		234,300
Malayan Banking Bhd		286,300		565,438
Malaysia Airports Holdings Bhd(a)		101,100		150,691
Maxis Bhd		144,000		125,575
MISC Bhd		83,600		142,327
MR DIY Group M Bhd(c)		391,600		177,779
Nestle Malaysia Bhd(b)		4,200		133,485
Petronas Chemicals Group Bhd(b)		199,900		390,502
Petronas Dagangan Bhd		22,000		114,870
Petronas Gas Bhd		73,500		285,657
PPB Group Bhd		38,320		151,714
Press Metal Aluminium Holdings Bhd		283,300		313,882
Public Bank Bhd(b)		1,009,700		990,064
QL Resources Bhd		80,400		100,568
RHB Bank Bhd		82,424		108,295
Sime Darby Bhd		159,000		82,993
Sime Darby Plantation Bhd		124,000		131,033
Telekom Malaysia Bhd		55,900		68,496
Tenaga Nasional Bhd		155,300		339,499
Top Glove Corp. Bhd(b)		348,400		71,616
				6,813,009
Mexico — 0.7%
Alfa SAB de CV, Class A		179,985		114,624
America Movil SAB de CV, Series L		1,936,207		1,756,710
Arca Continental SAB de CV		33,779		274,302
Banco del Bajio SA(c)		80,307		253,657
Cemex SAB de CV(a)		868,117		351,051
Coca-Cola Femsa SAB de CV		33,012		223,350
Fibra Uno Administracion SA de CV		262,693		309,518
Fomento Economico Mexicano SAB de CV		127,057		988,667
Gruma SAB de CV, Class B		9,959		133,257
Grupo Aeroportuario del Pacifico SAB de CV, Class B		27,669		396,367
Grupo Aeroportuario del Sureste SAB de CV, Class B		10,700		249,653
Grupo Bimbo SAB de CV, Series A		89,258		377,250
Grupo Carso SAB de CV, Series A1		45,509		190,967
Grupo Financiero Banorte SAB de CV, Class O		167,411		1,201,985
Grupo Financiero Inbursa SAB de CV, Class O(a)		123,656		208,394
Grupo Mexico SAB de CV, Series B		224,295		787,418
Grupo Televisa SAB, Series CPO		120,983		110,016
Industrias Penoles SAB de CV		7,755		95,377
Kimberly-Clark de Mexico SAB de CV, Class A		78,500		133,220
Operadora De Sites Mexicanos SAB de CV, Class A-1		105,313		103,602
Orbia Advance Corp. SAB de CV		116,935		207,028

Security	Shares		Value
Mexico (continued)
Promotora y Operadora de Infraestructura SAB de CV		14,276	$	116,895
Wal-Mart de Mexico SAB de CV		352,730		1,241,565
				9,824,873
Netherlands — 3.0%
ABN AMRO Bank NV(c)		27,646		382,841
Adyen NV(a)(c)		1,504		2,087,926
Aegon NV		130,509		661,246
Akzo Nobel NV		13,033		874,547
Argenx SE(a)		3,819		1,433,674
ASM International NV		2,769		702,591
ASML Holding NV		27,472		14,979,153
Euronext NV(c)		5,123		379,262
EXOR NV(a)		6,484		474,721
Heineken Holding NV		6,027		465,468
Heineken NV		17,518		1,650,058
IMCD NV		4,331		619,513
ING Groep NV, Series N(a)		248,393		3,025,712
JDE Peet’s NV		6,653		192,437
Just Eat Takeaway.com NV(a)(c)		16,525		351,726
Koninklijke Ahold Delhaize NV		72,532		2,085,387
Koninklijke DSM NV		11,676		1,433,749
Koninklijke KPN NV		201,462		623,576
Koninklijke Philips NV		62,472		940,029
NEPI Rockcastle NV		22,422		134,432
NN Group NV		17,149		701,260
OCI NV		8,374		299,391
Prosus NV		54,854		3,787,306
QIAGEN NV(a)		16,515		830,217
Randstad NV		8,768		535,746
Stellantis NV		139,743		1,985,798
Universal Music Group NV		52,898		1,279,214
Wolters Kluwer NV		17,166		1,796,168
				44,713,148
New Zealand — 0.2%
Auckland International Airport Ltd.(a)		97,598		484,046
Fisher & Paykel Healthcare Corp. Ltd.		34,414		492,399
Mercury NZ Ltd.		77,995		275,536
Meridian Energy Ltd.		71,629		238,251
Spark New Zealand Ltd.		124,489		426,222
Xero Ltd.(a)		8,049		383,807
				2,300,261
Norway — 0.5%
Adevinta ASA(a)		30,284		200,532
Aker BP ASA		18,893		587,249
DNB Bank ASA		64,520		1,274,277
Equinor ASA		59,263		2,129,927
Gjensidige Forsikring ASA		18,285		358,642
Kongsberg Gruppen ASA		6,071		258,404
Mowi ASA		26,143		445,484
Norsk Hydro ASA		89,824		671,198
Orkla ASA		49,277		355,648
Salmar ASA		4,089		160,356
Telenor ASA		41,835		390,863
Yara International ASA		13,034		572,414
				7,404,994
Peru — 0.1%
Cia de Minas Buenaventura SAA, ADR		37,253		277,535

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 31

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Peru (continued)
Credicorp Ltd.		4,341	$	588,900
Southern Copper Corp.(b)		3,343		201,884
				1,068,319
Philippines — 0.2%
Aboitiz Equity Ventures, Inc.		70,570		73,285
ACEN Corp.		647,140		88,979
Ayala Corp.		13,480		168,731
Ayala Land, Inc.		546,400		303,311
Bank of the Philippine Islands		94,032		172,484
BDO Unibank, Inc.		189,638		360,630
Globe Telecom, Inc.		973		38,170
International Container Terminal Services, Inc.		71,720		257,402
JG Summit Holdings, Inc.		164,265		148,537
Jollibee Foods Corp.		45,180		186,641
Manila Electric Co.		11,960		64,261
Metropolitan Bank & Trust Co.		96,987		94,179
Monde Nissin Corp.(c)		387,800		77,377
PLDT, Inc.		6,295		148,514
SM Investments Corp.		19,572		317,416
SM Prime Holdings, Inc.		754,150		481,155
Universal Robina Corp.		34,300		84,156
				3,065,228
Poland — 0.2%
Allegro.eu SA(a)(c)		20,056		115,754
Bank Polska Kasa Opieki SA		16,784		333,893
CD Projekt SA(b)		3,685		109,770
Cyfrowy Polsat SA		41,521		167,443
Dino Polska SA(a)(c)		3,219		276,461
KGHM Polska Miedz SA		7,250		210,885
LPP SA		66		160,961
mBank SA(a)		1,117		75,699
PGE Polska Grupa Energetyczna SA(a)		38,915		61,401
Polski Koncern Naftowy ORLEN SA		41,733		613,113
Powszechna Kasa Oszczednosci Bank Polski SA		77,709		539,357
Powszechny Zaklad Ubezpieczen SA		32,696		265,520
Santander Bank Polska SA		1,611		95,909
				3,026,166
Portugal — 0.1%
EDP - Energias de Portugal SA		192,543		959,789
Galp Energia SGPS SA		28,251		381,124
Jeronimo Martins SGPS SA		14,443		312,481
				1,653,394
Qatar — 0.3%
Barwa Real Estate Co.		109,970		86,229
Commercial Bank PSQC		197,122		269,007
Industries Qatar QSC		97,136		340,528
Masraf Al Rayan QSC		333,614		288,866
Mesaieed Petrochemical Holding Co.		245,102		142,959
Ooredoo QPSC		63,062		158,225
Qatar Electricity & Water Co. QSC		34,989		168,898
Qatar Fuel QSC		23,217		113,801
Qatar Gas Transport Co. Ltd.		132,108		132,325
Qatar International Islamic Bank QSC		39,371		111,915
Qatar Islamic Bank SAQ		112,710		570,505
Qatar National Bank QPSC		334,145		1,645,009
				4,028,267
Russia(d) — 0.0%
Alrosa PJSC(a)		189,683		26
Gazprom PJSC		621,256		84

Security	Shares		Value
Russia (continued)
Inter RAO UES PJSC(a)		2,890,341	$	392
LUKOIL PJSC		21,213		3
Magnit PJSC		2,975		—
Magnit PJSC, GDR, Registered Shares(a)		2		—
MMC Norilsk Nickel PJSC		3,587		1
Mobile TeleSystems PJSC		50,446		7
Moscow Exchange MICEX-Rates PJSC(a)		63,850		9
Novatek PJSC		44,130		6
Novolipetsk Steel PJSC(a)		58,207		8
Ozon Holdings PLC, ADR(a)		2,417		—
PhosAgro PJSC		2,583		1
PhosAgro PJSC, GDR, Registered Shares		1		—
Polymetal International PLC(a)		13,797		2
Polyus PJSC(a)		2,382		—
Rosneft Oil Co. PJSC		71,604		10
Sberbank of Russia PJSC(a)		588,148		80
Severstal PAO		10,830		1
Surgutneftegas PJSC		413,786		56
Tatneft PJSC		79,440		11
TCS Group Holding PLC, GDR, Registered Shares(a)		6,905		1
United Co. RUSAL International PJSC(a)		172,792		23
VK Co. Ltd., GDR, Registered Shares(a)		5,177		1
VTB Bank PJSC(a)		186,510,000		25
X5 Retail Group NV, GDR, Registered Shares		9,876		1
Yandex NV, Class A(a)		16,115		2
				750
Saudi Arabia — 1.2%
ACWA Power Co.		6,847		277,097
Advanced Petrochemical Co.		7,524		85,561
Al Rajhi Bank(a)		136,016		2,720,080
Alinma Bank		64,687		560,130
Almarai Co. JSC		14,947		212,914
Arab National Bank		35,872		304,839
Bank AlBilad(a)		38,760		455,650
Bank Al-Jazira		25,089		126,924
Banque Saudi Fransi		38,664		416,890
Bupa Arabia for Cooperative Insurance Co.		3,951		150,679
Dar Al Arkan Real Estate Development Co.(a)		26,789		82,749
Dr Sulaiman Al Habib Medical Services Group Co.		7,911		461,973
Elm Co.		2,383		211,804
Emaar Economic City(a)		43,654		96,840
Etihad Etisalat Co.		28,661		264,936
Jarir Marketing Co.		4,478		178,713
Mobile Telecommunications Co. Saudi Arabia(a)		32,501		86,802
Mouwasat Medical Services Co.		2,638		147,783
National Industrialization Co.(a)		29,825		98,705
Rabigh Refining & Petrochemical Co.(a)		40,456		116,982
Riyad Bank		93,636		796,221
SABIC Agri-Nutrients Co.		12,807		499,897
Sahara International Petrochemical Co.		27,239		249,128
Saudi Arabian Mining Co.(a)		59,748		1,025,755
Saudi Arabian Oil Co.(c)		144,514		1,240,498
Saudi Basic Industries Corp.		62,424		1,493,263
Saudi British Bank		73,167		752,773
Saudi Electricity Co.		60,072		371,345
Saudi Industrial Investment Group		31,619		186,769
Saudi Investment Bank		42,308		195,078
Saudi Kayan Petrochemical Co.(a)		43,107		158,010
Saudi National Bank		152,192		2,048,432
Saudi Research & Media Group(a)		2,197		106,558

32 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Saudi Arabia (continued)
Saudi Tadawul Group Holding Co.		3,018	$	146,137
Saudi Telecom Co.		105,493		1,026,573
Savola Group		12,960		95,062
Yanbu National Petrochemical Co.		12,736		141,676
				17,591,226
Singapore — 0.9%
BOC Aviation Ltd.(c)		12,300		102,466
CapitaLand Ascendas REIT		256,651		525,639
CapitaLand Integrated Commercial Trust		361,823		551,857
Capitaland Investment Ltd.(b)		169,500		468,446
City Developments Ltd.		21,400		131,553
DBS Group Holdings Ltd.		125,684		3,181,263
Genting Singapore Ltd.		560,700		400,148
Grab Holdings Ltd., Class A(a)(b)		91,796		295,583
JOYY, Inc., ADR		2,689		84,946
Keppel Corp. Ltd.		87,100		472,359
Mapletree Logistics Trust(b)		200,049		237,880
Mapletree Pan Asia Commercial Trust		114,900		143,561
Oversea-Chinese Banking Corp. Ltd.(b)		200,849		1,826,929
Sea Ltd., ADR(a)(b)		23,617		1,228,792
Singapore Airlines Ltd.		109,799		453,345
Singapore Exchange Ltd.		42,100		281,518
Singapore Technologies Engineering Ltd.		93,300		233,466
Singapore Telecommunications Ltd.		545,000		1,044,924
United Overseas Bank Ltd.		81,800		1,873,697
UOL Group Ltd.		22,000		110,611
Venture Corp. Ltd.		23,000		293,162
				13,942,145
South Africa — 1.2%
Absa Group Ltd.		61,241		695,429
African Rainbow Minerals Ltd.		7,134		120,546
Anglo American Platinum Ltd.		3,172		264,725
Anglo American PLC		88,136		3,451,394
AngloGold Ashanti Ltd.		29,334		571,548
Aspen Pharmacare Holdings Ltd.		38,925		311,310
Bid Corp. Ltd.		20,489		397,752
Bidvest Group Ltd.		15,555		196,268
Capitec Bank Holdings Ltd.		5,473		595,773
Clicks Group Ltd.		17,239		274,018
Discovery Ltd.(a)		25,999		188,060
Exxaro Resources Ltd.		14,243		182,602
FirstRand Ltd.		350,168		1,272,191
Foschini Group Ltd.		15,314		90,158
Gold Fields Ltd.		49,477		513,811
Growthpoint Properties Ltd.		267,079		228,549
Harmony Gold Mining Co. Ltd.		48,026		167,784
Impala Platinum Holdings Ltd.		62,435		784,612
Kumba Iron Ore Ltd.		2,943		85,004
Mr Price Group Ltd.		25,390		235,435
MTN Group Ltd.		123,833		924,877
MultiChoice Group		18,030		124,407
Naspers Ltd., N Shares		14,214		2,375,240
Nedbank Group Ltd.		34,652		433,536
Northam Platinum Holdings Ltd.(a)		18,042		198,755
Old Mutual Ltd.		280,861		172,303
Pepkor Holdings Ltd.(c)		96,071		113,083
Remgro Ltd.		36,445		283,451
Sanlam Ltd.		134,038		384,335
Sasol Ltd.		41,631		664,374
Shoprite Holdings Ltd.		30,051		398,371
Sibanye Stillwater Ltd.		196,087		519,872

Security	Shares		Value
South Africa (continued)
Spar Group Ltd.		12,100	$	80,827
Standard Bank Group Ltd.		95,389		941,171
Vodacom Group Ltd.		34,946		252,358
Woolworths Holdings Ltd.		55,517		216,239
				18,710,168
South Korea — 3.1%
Amorepacific Corp.		1,902		208,164
BGF retail Co. Ltd.		426		71,292
Celltrion Healthcare Co. Ltd.		7,843		362,448
Celltrion Pharm, Inc.(a)		782		41,731
Celltrion, Inc.		7,247		924,939
Cheil Worldwide, Inc.		4,081		74,540
CJ CheilJedang Corp.		487		146,495
CJ Corp.		848		56,646
Coway Co. Ltd.		4,594		203,973
DB Insurance Co. Ltd.		1,949		101,026
Doosan Bobcat, Inc.		2,907		79,539
Doosan Enerbility Co. Ltd.(a)		30,236		368,061
Ecopro BM Co. Ltd.		4,360		318,956
E-MART, Inc.(a)		661		51,393
F&F Co. Ltd.		980		112,639
GS Holdings Corp.(a)		2,934		101,818
Hana Financial Group, Inc.		21,980		731,914
Hankook Tire & Technology Co. Ltd.		4,552		112,406
Hanmi Pharm Co. Ltd.		246		58,263
Hanon Systems		6,705		43,055
Hanwha Solutions Corp.(a)		7,333		250,742
HD Hyundai Co. Ltd.		2,110		95,494
HLB, Inc.(a)		7,710		173,964
HMM Co. Ltd.		17,458		272,108
Hotel Shilla Co. Ltd.		1,174		77,539
HYBE Co. Ltd.(a)		1,064		147,194
Hyundai Engineering & Construction Co. Ltd.		4,660		128,833
Hyundai Glovis Co. Ltd.		1,004		130,351
Hyundai Heavy Industries Co. Ltd.(a)		2,021		186,262
Hyundai Mipo Dockyard Co. Ltd.(a)		2,258		151,196
Hyundai Mobis Co. Ltd.		3,675		582,922
Hyundai Motor Co.		8,065		965,235
Hyundai Steel Co.		3,455		84,212
Iljin Materials Co. Ltd.		1,243		51,197
Industrial Bank of Korea(a)		10,461		81,303
Kakao Corp.(a)		22,541		960,155
Kakao Games Corp.(a)		1,768		63,177
KakaoBank Corp.(a)		5,994		116,612
Kangwon Land, Inc.(a)		4,062		74,746
KB Financial Group, Inc.		27,660		1,059,727
Kia Corp.		18,778		883,514
Korea Aerospace Industries Ltd.		4,371		176,654
Korea Electric Power Corp.(a)		17,450		301,342
Korea Investment Holdings Co. Ltd.		5,086		215,841
Korea Shipbuilding & Offshore Engineering Co. Ltd.(a)		2,539		142,773
Korea Zinc Co. Ltd.		695		311,465
Korean Air Lines Co. Ltd.(a)		8,579		156,339
Krafton, Inc.(a)		1,467		196,178
KT&G Corp.		8,503		614,575
Kumho Petrochemical Co. Ltd.		1,183		117,889
L&F Co. Ltd.(a)		2,131		293,821
LG Chem Ltd.		3,053		1,457,897
LG Corp.		5,548		343,533
LG Display Co. Ltd.		10,040		99,216
LG Electronics, Inc.		6,286		432,161

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 33

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
South Korea (continued)
LG Energy Solution Ltd.(a)		2,153	$	742,046
LG H&H Co. Ltd.		788		453,549
LG Innotek Co. Ltd.		809		163,158
LG Uplus Corp.		19,172		167,895
Lotte Chemical Corp.		865		122,419
Lotte Shopping Co. Ltd.		260		18,735
Meritz Fire & Marine Insurance Co. Ltd.		3,828		151,556
Meritz Securities Co. Ltd.		25,240		125,701
Mirae Asset Securities Co. Ltd.		9,107		44,000
NAVER Corp.		9,103		1,294,637
NCSoft Corp.		1,311		468,320
Netmarble Corp.(c)		1,410		67,830
NH Investment & Securities Co. Ltd.		5,312		36,969
Orion Corp.		907		92,338
Pan Ocean Co. Ltd.		24,785		112,997
Pearl Abyss Corp.(a)		1,729		57,629
POSCO Chemical Co. Ltd.		2,049		292,716
POSCO Holdings, Inc.		5,479		1,199,089
S-1 Corp., Series S-1		442		20,773
Samsung Biologics Co. Ltd.(a)(c)		1,133		736,694
Samsung C&T Corp.		7,051		635,233
Samsung Electro-Mechanics Co. Ltd.		3,088		320,697
Samsung Electronics Co. Ltd.		326,916		14,349,404
Samsung Engineering Co. Ltd.(a)		17,265		305,431
Samsung Fire & Marine Insurance Co. Ltd.		2,591		410,000
Samsung Heavy Industries Co. Ltd.(a)		32,333		131,039
Samsung Life Insurance Co. Ltd.		7,275		408,529
Samsung SDI Co. Ltd.(a)		3,817		1,792,243
Samsung SDS Co. Ltd.		2,432		237,021
Samsung Securities Co. Ltd.		2,723		67,961
SD Biosensor, Inc.		2,813		67,363
Shinhan Financial Group Co. Ltd.		33,729		938,998
SK Biopharmaceuticals Co. Ltd.(a)		2,896		165,583
SK Bioscience Co. Ltd.(a)		1,588		92,986
SK Hynix, Inc.		37,871		2,259,535
SK IE Technology Co. Ltd.(a)(c)		2,047		86,506
SK Innovation Co. Ltd.(a)		3,947		482,192
SK Square Co. Ltd.(a)		9,598		255,484
SK, Inc.		2,218		332,726
SKC Co. Ltd.		1,153		81,365
S-Oil Corp.		2,657		176,837
Woori Financial Group, Inc.		41,683		380,788
Yuhan Corp.		3,218		145,544
				46,057,981
Spain — 1.6%
Acciona SA		1,476		271,631
ACS Actividades de Construccion y Servicios SA		14,152		404,939
Aena SME SA(a)(c)		5,041		631,931
Amadeus IT Group SA(a)		31,247		1,621,023
Banco Bilbao Vizcaya Argentaria SA		393,056		2,367,481
Banco Santander SA		1,129,462		3,377,218
CaixaBank SA		307,609		1,206,070
Cellnex Telecom SA(c)		36,318		1,204,712
EDP Renovaveis SA		21,169		466,470
Enagas SA		8,450		140,511
Endesa SA		25,093		472,916
Ferrovial SA		36,525		956,324
Grifols SA (a)(b)		24,792		286,308
Iberdrola SA		413,023		4,821,419
Industria de Diseno Textil SA		76,417		2,029,715
Naturgy Energy Group SA		13,662		355,062

Security	Shares		Value
Spain (continued)
Red Electrica Corp. SA		20,753	$	360,856
Repsol SA		90,228		1,436,160
Telefonica SA		363,415		1,315,600
				23,726,346
Sweden — 2.0%
Alfa Laval AB		21,549		623,355
Assa Abloy AB, Class B		58,946		1,267,884
Atlas Copco AB, A Shares		186,306		2,207,427
Atlas Copco AB, B Shares		108,263		1,155,128
Boliden AB		19,927		748,502
Electrolux AB, Class B		12,552		169,589
Embracer Group AB(a)(b)		49,382		224,192
Epiroc AB, Class A		41,269		751,472
Epiroc AB, Class B		22,861		367,769
EQT AB		18,512		393,293
Essity AB, Class B		44,232		1,158,311
Evolution AB(c)		12,682		1,235,282
Fastighets AB Balder, B Shares(a)		48,678		227,194
Getinge AB, B Shares		12,629		262,564
H & M Hennes & Mauritz AB, B Shares		45,837		493,959
Hexagon AB, B Shares		135,411		1,419,796
Holmen AB, B Shares		5,609		222,930
Husqvarna AB, B Shares		21,261		149,325
Industrivarden AB, A Shares		10,903		265,194
Industrivarden AB, C Shares		13,795		334,701
Indutrade AB		17,623		357,385
Investment AB Latour, B Shares		13,660		258,337
Investor AB, A Shares		29,300		545,117
Investor AB, B Shares		126,370		2,287,418
Kinnevik AB, Class B(a)		14,065		193,593
L E Lundbergforetagen AB, B Shares		3,107		132,462
Lifco AB, B Shares		13,222		221,314
Nibe Industrier AB, B Shares		89,000		830,706
Sagax AB, Class B		16,636		377,975
Sandvik AB		73,954		1,336,466
Securitas AB, B Shares		38,094		317,874
Skandinaviska Enskilda Banken AB, Class A		99,554		1,146,152
Skanska AB, B Shares		21,743		344,680
SKF AB, B Shares, B Shares		19,130		292,183
Svenska Cellulosa AB SCA, Class B		44,372		561,956
Svenska Handelsbanken AB, A Shares		94,444		950,861
Swedbank AB, A Shares		64,364		1,094,771
Swedish Orphan Biovitrum AB(a)		14,225		294,414
Tele2 AB, B Shares		44,705		364,696
Telefonaktiebolaget LM Ericsson, B Shares		201,623		1,181,392
Telia Co. AB		158,189		404,215
Volvo AB, A Shares		13,043		247,638
Volvo AB, B Shares		105,368		1,903,325
Volvo Car AB, Class B(a)		44,422		202,272
				29,525,069
Switzerland — 6.5%
ABB Ltd., Registered Shares		102,183		3,114,283
Adecco Group AG, Registered Shares		9,228		303,554
Alcon, Inc.		34,659		2,378,264
Bachem Holding AG(b)		1,470		127,552
Baloise Holding AG, Registered Shares		3,629		559,616
Banque Cantonale Vaudoise, Registered Shares		2,388		228,954
Barry Callebaut AG, Registered Shares		280		552,930
Chocoladefabriken Lindt & Spruengli AG		79		805,013

34 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Switzerland (continued)
Chocoladefabriken Lindt & Spruengli AG, Registered Shares		7	$	720,184
Cie Financiere Richemont SA, Registered Shares, Class A		34,763		4,507,368
Clariant AG, Registered Shares		14,711		233,632
Coca-Cola HBC AG, Class DI		15,096		356,851
Credit Suisse Group AG, Registered Shares		247,048		737,549
EMS-Chemie Holding AG, Registered Shares		390		264,147
Geberit AG, Registered Shares		2,314		1,092,394
Givaudan SA, Registered Shares		640		1,960,260
Holcim AG, Registered Shares		34,944		1,808,816
Julius Baer Group Ltd.		15,743		916,259
Kuehne & Nagel International AG, Registered Shares(b)		3,882		902,497
Logitech International SA, Registered Shares		12,464		772,886
Lonza Group AG, Registered Shares		4,945		2,427,379
Nestle SA, Registered Shares		183,896		21,241,708
Novartis AG, Registered Shares		144,417		13,069,366
Partners Group Holding AG		1,431		1,267,126
Roche Holding AG		48,691		15,440,821
Schindler Holding AG		2,550		479,610
Schindler Holding AG, Registered Shares		1,401		252,673
SGS SA, Registered Shares		380		885,149
SIG Group AG		20,650		451,227
Sika AG, Registered Shares		10,130		2,435,285
Sonova Holding AG, Registered Shares		3,759		892,757
STMicroelectronics NV		47,422		1,685,189
Straumann Holding AG, Registered Shares		7,842		899,251
Swatch Group AG		1,960		557,072
Swatch Group AG, Registered Shares		3,146		163,582
Swiss Life Holding AG, Registered Shares		1,981		1,021,124
Swiss Prime Site AG, Registered Shares		4,610		399,561
Swiss Re AG		20,921		1,956,142
Swisscom AG, Registered Shares		1,612		883,072
Temenos AG, Registered Shares		3,799		208,995
UBS Group AG, Registered Shares		222,889		4,142,664
VAT Group AG(c)		2,029		556,996
Zurich Insurance Group AG		9,643		4,610,098
				98,269,856
Taiwan — 3.8%
Accton Technology Corp.		46,000		349,315
Acer, Inc.		179,504		137,057
Advantech Co. Ltd.		26,157		280,074
ASE Technology Holding Co. Ltd.		183,343		557,065
Asia Cement Corp.		138,233		184,126
Asustek Computer, Inc.		55,220		481,363
AUO Corp.		391,200		190,043
Catcher Technology Co. Ltd.		45,000		247,135
Cathay Financial Holding Co. Ltd.		571,622		742,221
Chailease Holding Co. Ltd.		92,101		648,869
Chang Hwa Commercial Bank Ltd.		287,358		160,111
Cheng Shin Rubber Industry Co. Ltd.		90,436		99,536
China Airlines Ltd.		228,000		140,409
China Development Financial Holding Corp.		910,191		372,480
China Steel Corp.		818,638		793,250
Chunghwa Telecom Co. Ltd.		218,000		801,721
Compal Electronics, Inc.		410,000		307,097
CTBC Financial Holding Co. Ltd.		1,265,601		908,175
Delta Electronics, Inc.		126,000		1,168,018
E Ink Holdings, Inc.		58,000		303,729
E.Sun Financial Holding Co. Ltd.		961,639		750,905

Security	Shares		Value
Taiwan (continued)
Eclat Textile Co. Ltd.		12,303	$	197,501
eMemory Technology, Inc.		4,000		172,738
Eva Airways Corp.		170,000		155,030
Evergreen Marine Corp. Taiwan Ltd.		57,055		301,548
Far Eastern New Century Corp.		207,607		215,143
Far EasTone Telecommunications Co. Ltd.		142,000		304,588
Feng TAY Enterprise Co. Ltd.		21,318		142,820
First Financial Holding Co. Ltd.		661,716		569,947
Formosa Chemicals & Fibre Corp.		218,360		500,113
Formosa Petrochemical Corp.		112,000		292,356
Formosa Plastics Corp.		298,040		840,478
Fubon Financial Holding Co. Ltd.		477,675		873,681
Giant Manufacturing Co. Ltd.		21,761		141,578
Globalwafers Co. Ltd.		12,000		166,280
Hon Hai Precision Industry Co. Ltd.		865,800		2,806,258
Hotai Motor Co. Ltd.		18,000		343,565
Hua Nan Financial Holdings Co. Ltd.		517,220		377,395
Innolux Corp.		565,167		203,143
Inventec Corp.		130,470		111,348
Largan Precision Co. Ltd.		5,000		330,497
Lite-On Technology Corp.		167,816		346,819
MediaTek, Inc.		105,255		2,128,143
Mega Financial Holding Co. Ltd.		820,062		807,865
Micro-Star International Co. Ltd.		37,000		143,487
momo.com, Inc.		1,400		29,134
Nan Ya Plastics Corp.		351,790		811,301
Nan Ya Printed Circuit Board Corp.		12,000		88,178
Nanya Technology Corp.		135,000		224,189
Nien Made Enterprise Co. Ltd.		9,000		86,000
Novatek Microelectronics Corp.		31,000		316,904
Parade Technologies Ltd.		4,000		100,229
Pegatron Corp.		110,000		226,964
PharmaEssentia Corp.(a)		15,000		232,458
Pou Chen Corp.		92,000		102,258
Powerchip Semiconductor Manufacturing Corp.		231,000		238,307
President Chain Store Corp.		40,000		353,666
Quanta Computer, Inc.		155,000		363,496
Realtek Semiconductor Corp.		41,240		375,036
Ruentex Development Co. Ltd.		108,309		152,373
Shanghai Commercial & Savings Bank Ltd.		301,075		431,276
Shin Kong Financial Holding Co. Ltd.		784,499		223,623
SinoPac Financial Holdings Co. Ltd.		833,218		453,228
Synnex Technology International Corp.		142,500		273,796
Taishin Financial Holding Co. Ltd.		762,980		374,236
Taiwan Cement Corp.		358,240		391,616
Taiwan Cooperative Financial Holding Co. Ltd.		585,966		495,098
Taiwan High Speed Rail Corp.		140,000		130,781
Taiwan Mobile Co. Ltd.		102,800		316,545
Taiwan Semiconductor Manufacturing Co. Ltd.		1,650,000		23,963,707
Unimicron Technology Corp.		74,000		287,281
Uni-President Enterprises Corp.		353,950		766,130
United Microelectronics Corp.		741,000		973,589
Vanguard International Semiconductor Corp.		63,000		158,232
Voltronic Power Technology Corp.		7,000		351,202
Walsin Lihwa Corp.		185,100		284,014
Wan Hai Lines Ltd.		39,215		101,922
Win Semiconductors Corp.		16,000		70,920
Winbond Electronics Corp.		163,000		103,510
Wiwynn Corp.		6,000		155,192
WPG Holdings Ltd.		102,448		159,977
Yageo Corp.		22,909		333,890

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 35

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Taiwan (continued)
Yang Ming Marine Transport Corp.		110,000	$	233,666
Yuanta Financial Holding Co. Ltd.		583,546		411,243
Zhen Ding Technology Holding Ltd.		37,710		128,275
				57,368,462
Thailand — 0.6%
Advanced Info Service PCL, NVDR		89,400		502,778
Airports of Thailand PCL, NVDR(a)		253,500		548,695
Asset World Corp. PCL, NVDR		606,100		110,018
B Grimm Power PCL, NVDR		88,000		101,096
Bangkok Dusit Medical Services PCL, NVDR		617,600		516,474
Bangkok Expressway & Metro PCL, NVDR		553,100		156,417
Berli Jucker PCL, NVDR		120,700		122,855
BTS Group Holdings PCL, NVDR		513,400		124,530
Bumrungrad Hospital PCL, NVDR		53,900		329,740
Central Pattana PCL, NVDR		179,600		367,657
Central Retail Corp. PCL, NVDR		103,400		138,037
Charoen Pokphand Foods PCL, NVDR		204,000		145,853
CP ALL PCL, NVDR		384,600		757,629
Delta Electronics Thailand PCL, NVDR		17,800		425,897
Electricity Generating PCL, NVDR		23,800		118,475
Energy Absolute PCL, NVDR		98,300		274,726
Global Power Synergy PCL, NVDR		42,200		88,957
Gulf Energy Development PCL, NVDR		253,100		403,494
Home Product Center PCL, NVDR		339,932		151,976
Indorama Ventures PCL, NVDR		97,000		113,888
Intouch Holdings PCL, NVDR		118,600		264,560
JMT Network Services PCL, NVDR		90,700		180,452
Kasikornbank PCL, NVDR		67,300		286,109
Krung Thai Bank PCL, NVDR		285,275		145,583
Krungthai Card PCL, NVDR		24,000		40,815
Land & Houses PCL, NVDR		601,300		171,872
Minor International PCL, NVDR(a)		146,680		136,469
Muangthai Capital PCL, NVDR		57,700		63,212
Osotspa PCL, NVDR		81,600		66,493
PTT Exploration & Production PCL, NVDR		105,122		535,346
PTT Global Chemical PCL, NVDR		115,068		156,677
PTT Oil & Retail Business PCL, NVDR(b)		346,800		238,088
PTT PCL, NVDR		597,700		573,545
Ratch Group PCL, NVDR		65,000		80,302
SCB X PCL, NVDR		41,800		128,945
Siam Cement PCL, NVDR		60,800		599,999
Srisawad Corp. PCL, NVDR		53,800		75,566
Thai Oil PCL, NVDR		51,600		83,641
Thai Union Group PCL, NVDR		228,000		111,221
True Corp. PCL, NVDR		783,140		109,381
				9,547,468
Turkey — 0.1%
Akbank TAS		213,323		222,993
Aselsan Elektronik Sanayi Ve Ticaret A/S		46,767		155,259
BIM Birlesik Magazalar A/S		17,408		127,215
Eregli Demir ve Celik Fabrikalari TAS, Registered Shares		95,722		210,338
Ford Otomotiv Sanayi A/S		4,799		134,433
Hektas Ticaret TAS(a)		42,572		85,526
KOC Holding A/S		33,456		150,095
Sasa Polyester Sanayi(a)		40,018		235,372
Turk Hava Yollari AO(a)		33,173		249,889
Turkcell Iletisim Hizmetleri A/S		65,116		131,294
Turkiye Is Bankasi A/S, Class C		228,364		156,320

Security	Shares		Value
Turkey (continued)
Turkiye Petrol Rafinerileri A/S(a)		5,999	$	170,015
Turkiye Sise ve Cam Fabrikalari A/S		74,161		169,597
				2,198,346
United Arab Emirates — 0.4%
Abu Dhabi Commercial Bank PJSC		193,710		474,069
Abu Dhabi Islamic Bank PJSC		109,255		270,663
Abu Dhabi National Oil Co. for Distribution PJSC		289,366		346,920
Aldar Properties PJSC		335,270		402,853
Dubai Islamic Bank PJSC		174,226		270,418
Emaar Properties PJSC		261,759		416,440
Emirates NBD Bank PJSC		121,454		427,778
Emirates Telecommunications Group Co. PJSC		233,597		1,449,896
First Abu Dhabi Bank PJSC		306,506		1,424,132
Multiply Group PJSC(a)		229,732		289,543
Q Holding PJSC(a)		140,621		153,147
				5,925,859
United Kingdom — 8.7%
3i Group PLC		64,907		1,046,777
Abrdn PLC		126,751		288,028
Admiral Group PLC		11,740		301,376
Ashtead Group PLC		29,271		1,662,732
Associated British Foods PLC		23,283		441,417
AstraZeneca PLC		103,302		13,978,760
Auto Trader Group PLC(c)		58,215		362,525
AVEVA Group PLC		6,894		266,846
Aviva PLC		204,863		1,086,725
BAE Systems PLC		206,791		2,135,821
Barclays PLC		1,013,549		1,928,593
Barratt Developments PLC		64,968		310,306
Berkeley Group Holdings PLC		6,612		301,437
BP PLC		1,251,644		7,221,913
British American Tobacco PLC		144,572		5,719,002
British Land Co. PLC		52,247		248,056
BT Group PLC		383,922		518,400
Bunzl PLC		23,784		791,297
Burberry Group PLC		27,815		676,242
CNH Industrial NV		73,306		1,175,974
Coca-Cola Europacific Partners PLC		6,811		376,785
Compass Group PLC		123,733		2,857,245
Croda International PLC		8,990		715,411
DCC PLC		6,340		311,750
Diageo PLC		150,769		6,599,439
GSK PLC		270,460		4,674,424
Haleon PLC(a)		354,575		1,402,917
Halma PLC		28,695		683,370
Hargreaves Lansdown PLC		26,614		274,070
HSBC Holdings PLC		1,338,196		8,293,515
Imperial Brands PLC		61,718		1,537,464
Informa PLC		112,615		840,081
InterContinental Hotels Group PLC		13,061		749,425
Intertek Group PLC		12,551		610,634
J Sainsbury PLC		105,979		277,964
JD Sports Fashion PLC		144,085		218,955
Johnson Matthey PLC		8,117		207,448
Kingfisher PLC		152,772		434,059
Land Securities Group PLC		44,431		331,951
Legal & General Group PLC		388,423		1,164,544
Lloyds Banking Group PLC		4,316,158		2,355,383
London Stock Exchange Group PLC		21,163		1,818,350

36 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
United Kingdom (continued)
M&G PLC		209,858	$	474,543
Melrose Industries PLC		266,627		429,564
Mondi PLC		29,030		490,923
National Grid PLC		238,411		2,856,009
NatWest Group PLC		371,239		1,183,966
Next PLC		9,901		693,770
Ocado Group PLC(a)		41,160		305,531
Pearson PLC		45,043		508,617
Persimmon PLC		23,234		340,671
Phoenix Group Holdings PLC		43,508		318,717
Prudential PLC		178,549		2,434,567
Reckitt Benckiser Group PLC		47,407		3,286,079
RELX PLC		127,688		3,530,321
Rentokil Initial PLC		152,518		937,034
Rolls-Royce Holdings PLC(a)		629,686		703,343
Sage Group PLC		60,904		548,422
Schroders PLC		44,664		234,687
Segro PLC		80,345		740,159
Severn Trent PLC		16,765		535,610
Shell PLC		482,855		13,612,077
Smith & Nephew PLC		58,129		776,302
Smiths Group PLC		29,903		573,901
Spirax-Sarco Engineering PLC		5,069		647,466
SSE PLC		71,730		1,475,266
St. James’s Place PLC		43,036		566,929
Standard Chartered PLC		153,770		1,146,896
Taylor Wimpey PLC		211,225		258,687
Tesco PLC		523,600		1,411,032
Unilever PLC		170,055		8,585,705
United Utilities Group PLC		51,276		612,662
Vodafone Group PLC		1,674,575		1,695,871
Whitbread PLC		16,407		507,281
WPP PLC		81,378		804,013
				130,424,032
United States — 0.0%
Brookfield Renewable Corp., Class A		7,825		215,390
Legend Biotech Corp., ADR(a)(b)		2,709		135,233
				350,623
Total Common Stocks — 98.4% (Cost: $1,252,685,343)				1,477,142,910
Preferred Securities
Preferred Stocks — 0.9%
Brazil — 0.4%
Banco Bradesco SA, Preference Shares		369,923		1,055,200
Braskem SA, Preference Shares, Class A		15,181		68,892
Centrais Eletricas Brasileiras SA, Preference B Shares		9,466		77,487
Cia Energetica de Minas Gerais, Preference Shares .		139,744		289,111
Gerdau SA, Preference Shares		92,603		509,017
Itau Unibanco Holding SA, Preference Shares		298,575		1,414,097
Itausa SA, Preference Shares		408,515		656,861
Petroleo Brasileiro SA, Preference Shares		313,906		1,456,422
				5,527,087
Chile — 0.0%
Sociedad Quimica y Minera de Chile SA Class B		9,906		800,044

Security	Shares		Value
Colombia — 0.0%
Bancolombia SA, Preference Shares		52,052	$	359,125
Germany — 0.3%
Bayerische Motoren Werke AG, Preference Shares		3,552		299,758
Dr Ing hc F Porsche AG(a)		7,177		724,256
Henkel AG & Co. KGaA, Preference Shares		11,206		776,718
Porsche Automobil Holding SE, Preference Shares		9,969		543,668
Sartorius AG, Preference Shares		1,455		574,544
Volkswagen AG, Preference Shares		12,872		1,596,766
				4,515,710
Russia — 0.0%
Surgutneftegas PJSC, Preference Shares(d)		376,618		51
South Korea — 0.2%
Hyundai Motor Co., Preference Shares		5,001		292,794
LG Chem Ltd., Preference Shares		671		148,044
Samsung Electronics Co. Ltd., Preference Shares		50,252		2,013,767
				2,454,605
Total Preferred Securities — 0.9% (Cost: $13,361,584)				13,656,622
Rights
Brazil — 0.0%
Localiza Rent a Car SA, (Expires 02/07/23)(a)		210		428
South Korea — 0.0%
Lotte Chemical Corp., (Expires 01/27/23, Strike Price KRW 143,000.00)(a)		173		4,857
Total Rights — 0.0% (Cost: $ — )				5,285
Total Long-Term Investments — 99.3% (Cost: $1,266,046,927)				1,490,804,817
Short-Term Securities
Money Market Funds — 5.7%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(e)(f)		85,574,424		85,600,096
Total Short-Term Securities — 5.7% (Cost: $85,586,276)				85,600,096
Total Investments — 105.0% (Cost: $1,351,633,203)				1,576,404,913
Liabilities in Excess of Other Assets — (5.0)%				(75,130,159	)
Net Assets — 100.0%			$	1,501,274,754

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

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

^(e)  Affiliate of the Master Portfolio.

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

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 37

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	39,400,656	$	46,164,541	(a)	$	—		$	18,589	$	16,310	$	85,600,096		85,574,424	$	306,139	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares(c)		24,644,820		—			(24,644,820	)(a)		—		—		—		—		210,850			—
									$	18,589	$	16,310	$	85,600,096			$	516,989		$	—

^(a)  Represents net amount purchased (sold).

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

^(c)  As of period end, the entity is no longer held.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P/TSE 60 Index Mini		20		03/16/23	$	1,170	$	(3,209	)
MSCI EAFE Index		70		03/17/23		6,823		(24,822	)
MSCI Emerging Markets Index		35		03/17/23		1,679		(9,889	)
							$	(37,920	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	37,920	$	—	$	—	$	—	$	37,920

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Master Portfolio Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in net unrealized appreciation (depreciation).

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(4,459,611)	$	—	$	—	$	—	$	(4,459,611)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(267,461)	$	—	$	—	$	—	$	(267,461)

38 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio

Average Quarterly Balances of Outstanding Derivative Financial Instruments    

Futures contracts:
Average notional value of contracts — long	$	16,187,748

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

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Australia	$	3,330,035	$	81,376,458	$	—	$	84,706,493
Austria		—		1,797,169		—		1,797,169
Belgium		—		8,545,845		—		8,545,845
Brazil		—		16,949,835		—		16,949,835
Canada		114,447,810		—		—		114,447,810
Chile		1,326,815		718,660		—		2,045,475
China		10,344,417		122,814,169		51,341		133,209,927
Colombia		—		175,125		—		175,125
Czech Republic		340,895		195,893		—		536,788
Denmark		—		28,404,314		—		28,404,314
Egypt		—		169,656		—		169,656
Finland		—		11,944,122		—		11,944,122
France		—		109,998,509		—		109,998,509
Germany		—		71,910,482		—		71,910,482
Greece		—		1,309,597		—		1,309,597
Hong Kong		764		31,168,966		—		31,169,730
Hungary		—		868,688		—		868,688
India		2,554,227		58,654,658		—		61,208,885
Indonesia		—		8,318,340		—		8,318,340
Ireland		409,523		9,270,857		—		9,680,380
Isle of Man		—		689,937		—		689,937
Israel		2,291,654		4,674,050		—		6,965,704
Italy		—		18,801,529		—		18,801,529
Japan		—		208,442,401		—		208,442,401
Jordan		—		163,381		—		163,381
Kuwait		—		4,137,585		—		4,137,585
Luxembourg		281,231		2,298,928		—		2,580,159
Macau		—		429,054		—		429,054
Malaysia		786,294		6,026,715		—		6,813,009
Mexico		9,824,873		—		—		9,824,873
Netherlands		—		44,713,148		—		44,713,148
New Zealand		—		2,300,261		—		2,300,261
Norway		—		7,404,994		—		7,404,994
Peru		1,068,319		—		—		1,068,319
Philippines		—		3,065,228		—		3,065,228
Poland		—		3,026,166		—		3,026,166
Portugal		—		1,653,394		—		1,653,394
Qatar		897,628		3,130,639		—		4,028,267
Russia		—		—		750		750
Saudi Arabia		—		17,591,226		—		17,591,226
Singapore		1,609,321		12,332,824		—		13,942,145
South Africa		2,683,888		16,026,280		—		18,710,168
South Korea		—		46,057,981		—		46,057,981
Spain		—		23,726,346		—		23,726,346
Sweden		—		29,525,069		—		29,525,069
Switzerland		—		98,269,856		—		98,269,856

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 39

Schedule of Investments  (continued) December 31, 2022 Total International ex U.S. Index Master Portfolio

Fair Value Hierarchy as of Period End (continued)    

	Level 1			Level 2		Level 3		Total
Common Stocks (continued)
Taiwan	$	—		$	57,368,462	$	—	$	57,368,462
Thailand		—			9,547,468		—		9,547,468
Turkey		458,365			1,739,981		—		2,198,346
United Arab Emirates		—			5,925,859		—		5,925,859
United Kingdom		376,785			130,047,247		—		130,424,032
United States		350,623			—		—		350,623
Preferred Securities
Preferred Stocks		—			13,656,571		51		13,656,622
Rights
Brazil		428			—		—		428
South Korea		—			4,857		—		4,857
Short-Term Securities
Money Market Funds		85,600,096			—		—		85,600,096
	$	238,983,991		$	1,337,368,780	$	52,142	$	1,576,404,913
Derivative Financial Instruments(a)
Liabilities
Equity Contracts	$	(37,920	)	$	—	$	—	$	(37,920	)

^(a)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

40 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities

December 31, 2022

	Total International ex U.S. Index Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	1,490,804,817
Investments, at value — affiliated(c)		85,600,096
Cash pledged for futures contracts		139,000
Foreign currency, at value(d)		2,875,927
Receivables:
Investments sold		7,765,599
Securities lending income — affiliated		30,365
Contributions from investors		1,333,749
Dividends — unaffiliated		2,569,838
Dividends — affiliated		9,045
From the Manager		32,322
Prepaid expenses		4,171
Total assets		1,591,164,929
LIABILITIES
Bank overdraft		3,168,316
Collateral on securities loaned		85,549,697
Payables:
Investments purchased		5,290
Deferred foreign capital gain tax		1,034,736
Trustees’ fees		3,811
Other accrued expenses		15,610
Professional fees		47,651
Variation margin on futures contracts		65,064
Total liabilities		89,890,175
NET ASSETS	$	1,501,274,754
NET ASSETS CONSIST OF
Investors’ capital	$	1,277,506,069
Net unrealized appreciation (depreciation)		223,768,685
NET ASSETS	$	1,501,274,754
(a)   Investments, at cost — unaffiliated	$	1,266,046,927
(b)   Securities loaned, at value	$	80,433,786
(c)   Investments, at cost — affiliated	$	85,586,276
(d)   Foreign currency, at cost	$	2,846,907

See notes to financial statements.

MASTER  PORTFOLIO  FINANCIAL   STATEMENTS 41

Statement of Operations    

Year Ended December 31, 2022    

	Total International ex U.S. Index Master Portfolio
INVESTMENT INCOME
Dividends — unaffiliated	$	47,279,592
Dividends — affiliated		210,536
Securities lending income — affiliated — net		306,453
Foreign taxes withheld		(5,620,296	)
Total investment income		42,176,285
EXPENSES
Accounting services		530,055
Investment advisory		415,183
Professional		69,193
Trustees		14,806
Printing and postage		7,032
Miscellaneous		26,378
Total expenses		1,062,647
Less:
Fees waived and/or reimbursed by the Manager		(83,408	)
Total expenses after fees waived and/or reimbursed		979,239
Net investment income		41,197,046
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated(a)		(68,945,433	)
Investments — affiliated		18,589
Foreign currency transactions		(86,386	)
Futures contracts		(4,459,611	)
		(73,472,841	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated(b)		(202,887,293	)
Investments — affiliated		16,310
Foreign currency translations		52,718
Futures contracts		(267,461	)
		(203,085,726	)
Net realized and unrealized loss		(276,558,567	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(235,361,521	)
(a) Net of foreign capital gain tax and capital gain tax refund, if applicable of	$	(371,674	)
(b) Net of reduction in deferred foreign capital gain tax of	$	42,496

See notes to financial statements.    

42 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statements of Changes in Net Assets    

	Total International ex U.S. Index Master Portfolio
	Year Ended December 31, 2022			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	41,197,046		$	32,970,110
Net realized loss		(73,472,841	)		(8,213,653	)
Net change in unrealized appreciation (depreciation)		(203,085,726	)		70,851,938
Net increase (decrease) in net assets resulting from operations		(235,361,521	)		95,608,395
CAPITAL TRANSACTIONS
Proceeds from contributions		993,274,245			900,216,526
Value of withdrawals		(659,840,104	)		(798,980,542	)
Net increase in net assets derived from capital transactions		333,434,141			101,235,984
NET ASSETS
Total increase in net assets		98,072,620			196,844,379
Beginning of year		1,403,202,134			1,206,357,755
End of year	$	1,501,274,754		$	1,403,202,134

See notes to financial statements.

MASTER  PORTFOLIO  FINANCIAL   STATEMENTS 43

Financial Highlights

	Total International ex U.S. Index Master Portfolio
	Year Ended December 31, 2022				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return			(16.31	)%		7.70	%		10.82	%		21.29	%		(13.87	)%
Ratios to Average Net Assets(a)
Total expenses			0.08	%		0.07	%		0.09	%		0.08	%		0.08	%
Total expenses after fees waived and/or reimbursed			0.07	%		0.07	%		0.09	%		0.08	%		0.08	%
Net investment income			2.98	%		2.44	%		2.30	%		3.17	%		2.87	%
Supplemental Data
Net assets, end of year (000)		$	1,501,275		$	1,403,202		$	1,206,358		$	1,094,908		$	759,697
Portfolio turnover rate			28	%		13	%		23	%		5	%		40	%

^(a) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.    

See notes to financial statements.    

44 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. Total International ex U.S. Index Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Master Portfolio is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

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

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

Foreign Taxes: The Master Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Master Portfolio invests. These foreign taxes, if any, are paid by the Master Portfolio and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2022, if any, are disclosed in the Statement of Assets and Liabilities.

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

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 MIP (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio determines the fair values of its financial instruments

MASTER  PORTFOLIO  NOTES   TO   FINANCIAL   STATEMENTS 45

Notes to Financial Statements  (continued)

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 Master Portfolio’s assets and liabilities:

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

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

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Master Portfolio uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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

	Standard Inputs Generally Considered By The Valuation Committee And Third-Party Pricing Services
Market approach	(i)  recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers; (ii) recapitalizations and other transactions across the capital structure; and (iii)   market multiples of comparable issuers.
Income approach	(i)  future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks; (ii) quoted prices for similar investments or assets in active markets; and (iii)   other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.
Cost approach	(i)  audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company; (ii) changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company; (iii)   relevant news and other public sources; and (iv)   known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

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

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

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

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

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

46 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

• 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 Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. SECURITIES AND OTHER INVESTMENTS

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

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Barclays Capital, Inc.	$	35,938,995	$	(35,938,995	)	$	—		$	—
BMO Capital Markets Corp.		519,730		(519,730	)		—			—
BNP Paribas SA		1,039,462		(1,039,462	)		—			—
Citigroup Global Markets, Inc.		4,926,707		(4,926,707	)		—			—
Goldman Sachs & Co. LLC		14,867,409		(14,867,409	)		—			—
HSBC Bank PLC		1,936,135		(1,936,135	)		—			—
J.P. Morgan Securities LLC		1,731,545		(1,731,545	)		—			—
J.P. Morgan Securities PLC		7,724		(7,724	)		—			—
Jefferies LLC		3,724		(3,724	)		—			—
Macquarie Bank Ltd.		1,391,377		(1,391,377	)		—			—
Morgan Stanley		3,517,841		(3,517,841	)		—			—
National Financial Services LLC		21,210		(21,210	)		—			—
Scotia Capital (USA), Inc.		117,338		(117,338	)		—			—
SG Americas Securities LLC		10,317,614		(10,317,614	)		—			—
State Street Bank & Trust Co.		905,883		(905,883	)		—			—

MASTER  PORTFOLIO  NOTES   TO   FINANCIAL   STATEMENTS 47

Notes to Financial Statements  (continued)

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Toronto-Dominion Bank	$	659,896	$	(659,896	)	$	—		$	—
UBS AG		837,280		(837,280	)		—			—
UBS Securities LLC		134,550		(134,550	)		—			—
Wells Fargo Bank N.A.		1,559,366		(1,559,366	)		—			—
	$	80,433,786	$	(80,433,786	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

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

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: MIP, on behalf of the Master Portfolio, entered into an Investment Advisory Agreement with the Manager, the Master Portfolio’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 Master Portfolio’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Master Portfolio.

For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.03% of the average daily value of the Master Portfolio’s net assets.

BAL is not entitled to compensation for providing administrative services to the Master Portfolio, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolio.

Expense Waivers and Reimbursements: With respect to the Master Portfolio, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Master Portfolio. For the year ended December 31, 2022, the amount waived and/or reimbursed was $10,406.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the Manager waived $73,002 in investment advisory fees pursuant to this arrangement.

48 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

Securities Lending: The SEC has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SLAgency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $87,156 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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 year ended December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
Total International ex U.S. Index Master Portfolio	$	84,811,268	$	12,067,440	$	(673,921)

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term securities, were $767,050,250 and $381,934,497, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

MASTER  PORTFOLIO  NOTES   TO   FINANCIAL   STATEMENTS 49

Notes to Financial Statements   (continued)

As of December 31, 2022, 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:

Master Portfolio Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Total International ex U.S. Index Master Portfolio	$	1,402,678,296	$	321,145,121	$	(147,421,712	)	$	173,723,409

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

The Manager uses a “passive” or index approach to try to achieve the Master Portfolio’s investment objective following the securities included in its underlying index during upturns as well as downturns. The Manager does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by the Manager.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

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

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

50 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

The Master Portfolio invests a substantial amount of its assets in issuers located in a single country or a limited number of countries. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions in those countries may have a significant impact on their investment performance and could affect the income from, or the value or liquidity of, the Master Portfolio’s portfolio. Unanticipated or sudden political or social developments may cause uncertainty in the markets and as a result adversely affect the Master Portfolio’s investments. Foreign issuers may not be subject to the same uniform accounting, auditing and financial reporting standards and practices as used in the United States. Foreign securities markets may also be more volatile and less liquid than U.S. securities and may be less subject to governmental supervision not typically associated with investing in U.S. securities. Investment percentages in specific countries are presented in the Schedule of Investments.

The Master Portfolio invests a significant portion of its assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries 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 Master Portfolio’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 could 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.

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

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio 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.

MASTER  PORTFOLIO  NOTES   TO   FINANCIAL   STATEMENTS 51

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of Total International ex U.S. Index Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Total International ex U.S. Index Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

52 2 0 2 2   BLACK ROCK   ANNUAL  REPORT  TO  SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds III and Master Investment Portfolio (the “Trusts”) have adopted and implemented a liquidity risk management program (the “Program”) for iShares MSCI Total International Index Fund and Total International ex U.S. Index Master Portfolio (the “Funds”), each a series of the respective Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trusts, on behalf of the Funds, met on November 8-9, 2022 (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 each 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 each 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, 2021 through September 30, 2022 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each 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 each 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 each 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 each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each 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 each 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.

STATEMENT  REGARDING  LIQUIDITY  RISK  MANAGEMENT  PROGRAM 53

Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

54 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO  SHAREHOLDERS

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

TRUSTEE  AND  OFFICER  INFORMATION 55

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None

^(a)  The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)  Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

^(c)  In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.

^(d)  Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust/MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

^(e)  Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

56 2 0 2 2   BLACK ROCK  ANNUAL  REPORT   TO  SHAREHOLDERS

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a)   The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b)   Officers of the Trust/MIP serve at the pleasure of the Board.

Further information about the Trust’s/MIP’s Trustees and Officers is available in the Trust/MIP’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust/MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust/MIP. Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust/MIP.

TRUSTEE   AND  OFFICER   INFORMATION 57

Additional Information    

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund/Master Portfolio 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/Master Portfolio 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/Master Portfolio file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s/Master Portfolio’s Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, the Fund/Master Portfolio makes their 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/Master Portfolio use to determine how to vote proxies relating to portfolio securities and information about how the Fund/Master Portfolio voted proxies relating to securities held in the Fund’s/Master Portfolio’s portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

58 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Additional Information   (continued)

BlackRock Privacy Principles (continued)

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/or MIP Service Providers

Investment Adviser	Distributor
BlackRock Fund Advisors	BlackRock Investments, LLC
San Francisco, CA 94105	New York, NY 10022
Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC	PricewaterhouseCoopers LLP
Wilmington, DE 19809	Philadelphia, PA 19103
Accounting Agent and Custodian	Legal Counsel
State Street Bank and Trust Company	Sidley Austin LLP
Boston, MA 02111	New York, NY 10019
Transfer Agent	Address of the Trust/MIP
BNY Mellon Investment Servicing (US) Inc.	400 Howard Street
Wilmington, DE 19809	San Francisco, CA 94105

ADDITIONAL   INFORMATION 59

Glossary of Terms Used in this Report

Portfolio Abbreviation
ADR	American Depositary Receipt
CD	Certificate of Deposit
CPO	Certificates of Participation (Ordinary)
CVA	Certificaten Van Aandelen (Dutch Certificate)
GDR	Global Depositary Receipt
JSC	Joint Stock Company
MSCI	Morgan Stanley Capital International
NVDR	Non-Voting Depositary Receipt
PCL	Public Company Limited
PJSC	Public Joint Stock Company
REIT	Real Estate Investment Trust
SCA	Societe en Commandite par Actions
SRF	State Revolving Fund

60 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

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.

TIEXUS-12/22-AR

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

·  iShares Russell 1000 Large-Cap Index Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	2.31%	(18.11)%
U.S. small cap equities (Russell 2000® Index)	3.91	(20.44)
International equities (MSCI Europe, Australasia, Far East Index)	6.36	(14.45)
Emerging market equities (MSCI Emerging Markets Index)	(2.99)	(20.09)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	1.32	1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(5.58)	(16.28)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(2.97)	(13.01)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	0.50	(8.53)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	3.50	(11.18)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

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Table of Contents

	Page
The Markets in Review		2
Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Derivative Financial Instruments		6
Fund Financial Statements:
Fund Statement of Assets and Liabilities		7
Fund Statement of Operations		9
Fund Statements of Changes in Net Assets		10
Fund Financial Highlights		11
Fund Notes to Financial Statements		14
Fund Report of Independent Registered Public Accounting Firm		17
Important Tax Information		18
Master Portfolio Information		19
Master Portfolio Financial Statements:
Master Portfolio Schedule of Investments		20
Master Portfolio Statement of Assets and Liabilities		33
Master Portfolio Statement of Operations		34
Master Portfolio Statements of Changes in Net Assets		35
Master Portfolio Financial Highlights		36
Master Portfolio Notes to Financial Statements		37
Master Portfolio Report of Independent Registered Public Accounting Firm		43
Statement Regarding Liquidity Risk Management Program		44
Trustee and Officer Information		45
Additional Information		49
Glossary of Terms Used in this Report		51

3

Fund Summary  as of December 31, 2022 iShares Russell 1000 Large-Cap Index Fund

Investment Objective

iShares Russell 1000 Large-Cap Index Fund’s (the “Fund”) investment objective is to match the performance of the Russell 1000^® Index as closely as possible before the deduction of Fund expenses.

Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended December 31, 2022, the Fund’s Institutional Shares returned (19.14)%, Investor A Shares returned (19.38)%, and Class K Shares returned (19.12)%. The Fund’s benchmark, the Russell 1000 Index, returned (19.13)% for the same period.

Returns for the Fund’s respective share classes differ from the benchmark index based on individual share-class expenses. The Fund invests all of its assets in Large Cap Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio.

Describe the market environment.

Geopolitical tension after the Russian invasion of Ukraine in February 2022 fueled existing concerns over rising inflation, interest rate hikes, and rallying commodity prices. On the other hand, economic data in the United States remained strong with robust employment numbers and corporate earnings results. This provided comfort to investors but added to U.S. policy makers challenges. Investors were concerned that the Fed may dampen growth in an effort to get inflation under control.

Commodity prices spiked in the first quarter of 2022 and pushed expectations for a higher inflation rate. The Fed hiked the interest rate by 25 basis points and signaled hikes at all six-remaining meetings for the year in efforts to tackle the highest inflation rate in four decades.

Concerns about high inflation, growth outlook and recession fears increased in the United States during the second quarter. While the unemployment rate remained low and wage growth strong, consumer sentiment went down as consumers struggled with higher prices and borrowing costs. The increased expectation of an interest rate hike weighed down on U.S. equity market valuations.

As the Fed continued to grapple with inflation, their messaging evolved over the second quarter of 2022. Initially, Chairman Jerome Powel adopted a more hawkish tone stating that they would not hesitate to raise interest rates beyond neutral to achieve its inflation target and would be willing to accept an increase in unemployment rate. But as risks to growth increased over the quarter and recession fears intensified, the number and magnitude of future rate hikes beyond July 2022 remained unclear.

The U.S. equity market rallied in July 2022 on the back of softened tone from the Fed signaling slower rate rise in 2023. However, the Fed’s hawkish tone later in the quarter at the Jackson Hole conference reaffirmed its commitment to fighting inflation. In their battle against high inflation rate, the U.S. congress passed a new bill which aimed to reduce inflation by curbing the deficit.

U.S. economic data showed a decline in growth over the first two quarters of the year, but other economic data released over the third quarter highlighted the resilience of the U.S. economy. The labor market added 315,000 payroll jobs across the economy generating considerable household income gains.

The U.S. equity market rallied over the fourth quarter, despite tighter monetary policy. It posted positive returns in October and November 2022 while contractionary monetary policy targeted a higher inflation rate. The Fed reiterated their plan in December 2022 to continue tightening monetary policy as inflation remained well above target. Market performance dampened in December 2022.

In the fourth quarter of 2022, from a Global Industry Classification Standard sector perspective, energy (+64.29%), utilities (+1.34%), and consumer staples (-0.94%) were among the best performers, while information technology (-29.97%), consumer discretionary (-36.55%), and communication services (-40.17%) were among the worst performers.

Describe recent portfolio activity.

During the period, as changes were made to the composition of the Russell 1000^® Index, the Master Portfolio purchased and sold securities to maintain its objective of replicating the risks and return of the Fund’s benchmark index.

Describe portfolio positioning at period end.

The Master Portfolio remains positioned to match the risk characteristics of the Fund’s benchmark index, irrespective of the market’s future direction.

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.

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Fund Summary  as of December 31, 2022 (continued) iShares Russell 1000 Large-Cap Index Fund

GROWTH OF $10,000 INVESTMENT

^(a)  Assuming transaction costs and other operating expenses, including administration fees, if any.

^(b)  The Fund invests all of its assets in the Master Portfolio. The Master Portfolio will be substantially invested in equity securities in the Russell 1000^® Index and will invest, under normal circumstances, at least 80% of its net assets in securities or other financial instruments that are components of or have economic characteristics similar to the securities included in the Russell 1000^® Index.

^(c)  An index that measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market capitalization and current index membership. The index represents approximately 93% of the U.S. market.

Performance

	Average Annual Total Returns(a)
	1 Year			5 Years			10 Years
Institutional		(19.14	)%		9.02	%		12.25	%
Investor A		(19.38	)		8.73			11.93
Class K		(19.12	)		9.06			12.27
Russell 1000® Index		(19.13	)		9.13			12.37

^(a) See “About Fund Performance” for a detailed description of share classes, including any related fees.

Past performance is not an indication of future results.

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

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)		Ending Account Value (12/31/22)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,022.90	$	0.61		$	1,000.00	$	1,024.60	$	0.61		0.12	%
Investor A		1,000.00		1,021.00		1.78			1,000.00		1,023.44		1.79		0.35
Class K		1,000.00		1,022.90		0.36			1,000.00		1,024.85		0.36		0.07

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master Portfolio, the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

F U N D   S U M M A R Y 5

About Fund Performance iShares Russell 1000 Large-Cap Index Fund

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. These shares are generally available through financial intermediaries.

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 “Administrator”), the Fund’s administrator, 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 Administrator 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 Administrator is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example 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.

Derivative Financial Instruments

The Large Cap Index Master Portfolio (the “Master Portfolio”) may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Master Portfolio must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Master Portfolio’s investments in these instruments, if any, are discussed in detail in the Master Portfolio Notes to Financial Statements.

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Statement of Assets and Liabilities

December 31, 2022

	iShares Russell 1000 Large-Cap Index Fund
ASSETS
Investments, at value — Master Portfolio	$	762,644,111
Receivables:
Capital shares sold		1,932,734
From the Manager		13,511
Prepaid expenses		22,727
Total assets		764,613,083
LIABILITIES
Payables:
Accounting services fees		827
Administration fees		6,614
Capital shares redeemed		1,583,908
Contributions to the Master Portfolio		348,826
Officer’s fees		3,704
Other accrued expenses		13,805
Professional fees		34,579
Service fees		11,231
Transfer agent fees		92,700
Total liabilities		2,096,194
NET ASSETS	$	762,516,889
NET ASSETS CONSIST OF
Paid-in capital	$	547,543,106
Accumulated earnings		214,973,783
NET ASSETS	$	762,516,889

F U N D   F I N A N C I A L   S T A T E M E N T S 7

Statement of Assets and Liabilities  (continued)

December 31, 2022

	iShares Russell 1000 Large-Cap Index Fund
NET ASSET VALUE
Institutional
Net assets	$	130,394,281
Shares outstanding		5,288,670
Net asset value	$	24.66
Shares authorized		Unlimited
Par value		N/A
Investor A
Net assets	$	52,790,078
Shares outstanding		2,154,805
Net asset value	$	24.50
Shares authorized		Unlimited
Par value		N/A
Class K
Net assets	$	579,332,530
Shares outstanding		23,601,061
Net asset value	$	24.55
Shares authorized		Unlimited
Par value		N/A

See notes to financial statements.

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Statement of Operations

Year Ended December 31, 2022

	iShares Russell 1000 Large-Cap Index Fund
INVESTMENT INCOME
Net investment income allocated from the Master Portfolio:
Dividends — unaffiliated	$	12,867,086
Dividends — affiliated		230,326
Interest — unaffiliated		3,484
Securities lending income — affiliated — net		191,985
Foreign taxes withheld		(2,368	)
Expenses		(279,513	)
Fees waived		6,505
Total investment income		13,017,505
FUND EXPENSES
Transfer agent — class specific		139,779
Service — class specific		135,767
Professional		91,776
Administration		82,711
Registration		58,217
Officer		9,344
Accounting services		4,956
Printing and postage		4,320
Miscellaneous		11,978
Total expenses		538,848
Less:
Fees waived and/or reimbursed by the Administrator		(20,124	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(13,967	)
Total expenses after fees waived and/or reimbursed		504,757
Net investment income		12,512,748
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM THE MASTER PORTFOLIO
Net realized gain (loss) from:
Investments — unaffiliated		(9,497,667	)
Investments — affiliated		(695,300	)
Futures contracts		(740,451	)
		(10,933,418	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(176,791,022	)
Investments — affiliated		(1,500,536	)
Futures contracts		(295,402	)
		(178,586,960	)
Net realized and unrealized loss		(189,520,378	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(177,007,630	)

See notes to financial statements.

F U N D   F I N A N C I A L   S T A T E M E N T S 9

Statements of Changes in Net Assets

	iShares Russell 1000 Large-Cap Index Fund
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	12,512,748		$	8,893,908
Net realized gain (loss)		(10,933,418	)		6,368,179
Net change in unrealized appreciation (depreciation)		(178,586,960	)		147,728,913
Net increase (decrease) in net assets resulting from operations		(177,007,630	)		162,991,000
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(3,178,794	)		(3,082,663	)
Investor A		(774,921	)		(930,718	)
Class K		(10,506,764	)		(10,979,369	)
Decrease in net assets resulting from distributions to shareholders		(14,460,479	)		(14,992,750	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		144,782,013			(280,334	)
NET ASSETS
Total increase (decrease) in net assets		(46,686,096	)		147,717,916
Beginning of year		809,202,985			661,485,069
End of year	$	762,516,889		$	809,202,985

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

See notes to financial statements.

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Financial Highlights

(For a share outstanding throughout each period)

	iShares Russell 1000 Large-Cap Index Fund
	Institutional
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	31.03		$	25.08		$	21.14		$	16.58		$	17.82
Net investment income(a)		0.39			0.35			0.35			0.35			0.34
Net realized and unrealized gain (loss)		(6.32	)		6.19			3.96			4.79			(1.19	)
Net increase (decrease) from investment operations		(5.93	)		6.54			4.31			5.14			(0.85	)
Distributions(b)
From net investment income		(0.36	)		(0.37	)		(0.34	)		(0.39	)		(0.33	)
From net realized gain		(0.08	)		(0.22	)		(0.03	)		(0.19	)		(0.06	)
Total distributions		(0.44	)		(0.59	)		(0.37	)		(0.58	)		(0.39	)
Net asset value, end of year	$	24.66		$	31.03		$	25.08		$	21.14		$	16.58
Total Return(c)
Based on net asset value		(19.14	)%		26.27	%		20.79	%		31.28	%		(4.88	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses		0.12	%		0.12	%		0.13	%		0.15	%(g)		0.17	%(h)
Total expenses after fees waived and/or reimbursed		0.12	%		0.12	%		0.13	%		0.13	%		0.13	%
Net investment income		1.49	%		1.24	%		1.66	%		1.81	%		1.89	%
Supplemental Data
Net assets, end of year (000)	$	130,394		$	172,196		$	125,604		$	82,729		$	102,279
Portfolio turnover rate of the Master Portfolio		22	%		17	%		14	%		10	%		12	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended December, 31, 2019 the expense ratio would have been 0.14%.

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

See notes to financial statements.

F U N D   F I N A N C I A L   H I G H L I G H T S 11

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares Russell 1000 Large-Cap Index Fund (continued)
	Investor A
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	30.85		$	24.92		$	21.01		$	16.48		$	17.72
Net investment income(a)		0.33			0.28			0.30			0.30			0.29
Net realized and unrealized gain (loss)		(6.30	)		6.16			3.92			4.76			(1.18	)
Net increase (decrease) from investment operations		(5.97	)		6.44			4.22			5.06			(0.89	)
Distributions(b)
From net investment income		(0.30	)		(0.29	)		(0.28	)		(0.34	)		(0.29	)
From net realized gain		(0.08	)		(0.22	)		(0.03	)		(0.19	)		(0.06	)
Total distributions		(0.38	)		(0.51	)		(0.31	)		(0.53	)		(0.35	)
Net asset value, end of year	$	24.50		$	30.85		$	24.92		$	21.01		$	16.48
Total Return(c)
Based on net asset value		(19.38	)%		25.99	%		20.45	%		30.98	%		(5.15	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses		0.37	%		0.63	%		0.68	%		0.76	%		0.87	%
Total expenses after fees waived and/or reimbursed		0.35	%		0.37	%		0.38	%		0.38	%		0.38	%
Net investment income		1.25	%		0.98	%		1.42	%		1.57	%		1.60	%
Supplemental Data
Net assets, end of year (000)	$	52,790		$	61,446		$	84,724		$	86,038		$	57,500
Portfolio turnover rate of the Master Portfolio		22	%		17	%		14	%		10	%		12	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

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Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares Russell 1000 Large-Cap Index Fund (continued)
	Class K
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	30.90		$	24.97		$	21.05		$	16.52		$	17.76
Net investment income(a)		0.41			0.36			0.36			0.36			0.35
Net realized and unrealized gain (loss)		(6.31	)		6.17			3.94			4.76			(1.19	)
Net increase (decrease) from investment operations		(5.90	)		6.53			4.30			5.12			(0.84	)
Distributions(b)
From net investment income		(0.37	)		(0.38	)		(0.35	)		(0.40	)		(0.34	)
From net realized gain		(0.08	)		(0.22	)		(0.03	)		(0.19	)		(0.06	)
Total distributions		(0.45	)		(0.60	)		(0.38	)		(0.59	)		(0.40	)
Net asset value, end of year	$	24.55		$	30.90		$	24.97		$	21.05		$	16.52
Total Return(c)
Based on net asset value		(19.12	)%		26.37	%		20.84	%		31.28	%		(4.85	)%
Ratios to Average Net Assets(d)(e)(f)
Total expenses		0.07	%		0.07	%		0.08	%		0.10	%		0.13	%
Total expenses after fees waived and/or reimbursed		0.07	%		0.07	%		0.07	%		0.08	%		0.08	%
Net investment income		1.54	%		1.29	%		1.71	%		1.87	%		1.92	%
Supplemental Data
Net assets, end of year (000)	$	579,333		$	575,561		$	451,157		$	287,492		$	154,097
Portfolio turnover rate of the Master Portfolio		22	%		17	%		14	%		10	%		12	%

^(a)  Based on average shares outstanding.

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

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

^(d)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

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

Notes to Financial Statements

1. ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. iShares Russell 1000 Large-Cap Index Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund seeks to achieve its investment objective by investing all of its assets in Large Cap Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio (“MIP”) and an affiliate of the Trust, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s proportionate interest in the net assets of the Master Portfolio. The performance of the Fund is directly affected by the performance of the Master Portfolio. At December 31, 2022, the percentage of the Master Portfolio owned by the Fund was 3.3%. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear 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.

Share Class	Initial Sales Charge	CDSC	Conversion Privilege
Institutional Shares, Investor A and Class K	No	No	None

The Board of Trustees of the Trust and Board of Trustees of MIP are referred to throughout this report as the “Board” and the members are referred to as “Trustees.”

The Fund, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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, contributions to and withdrawals from the Master Portfolio are accounted for on a trade date basis. The Fund records its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. Realized and unrealized gains and losses are adjusted utilizing partnership tax allocation rules. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend 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.

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 BlackRock Advisors, LLC (“BAL” or the “Administrator”), 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 policy is to value its financial instruments at fair value. The Fund records its investment in the Master Portfolio at fair value based on the Fund’s proportionate interest in the net assets of the Master Portfolio. Valuation of securities held by the Master Portfolio is discussed in Note 3 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

4. ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Administrator, an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide administrative services (other than investment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.01% of the average daily net assets of the Fund. The Fund does not pay an investment advisory fee or investment management fee.

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 Administrator. 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 an annual rate of 0.25% based upon the average daily net assets of the Investor A Shares.

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Notes to Financial Statements  (continued)

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 year ended December 31, 2022, the class specific service fees borne directly by Investor A Shares were $135,767.

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 year ended December 31, 2022, the Fund did not pay any amounts to affiliates in return for these services.

The Administrator maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the year ended December 31, 2022, the Fund reimbursed the Administrator the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:

	Institutional		Investor A		Class K		Total
Reimbursed amounts	$	373	$	3,008	$	1,532	$	4,913

For the year ended December 31, 2022, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

	Institutional		Investor A		Class K		Total
Transfer agent fees — class specific	$	93,371	$	28,744	$	17,664	$	139,779

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

Share Class	Expense Limitation
Institutional		0.13	%
Investor A		0.38
Class K		0.08

The Administrator and the Manager have agreed not to reduce or discontinue these contractual expense limitations through June 30, 2023, unless approved by the Board, including a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. For the year ended December 31, 2022, the Administrator waived and/or reimbursed investment advisory fees of $20,124 which is included in fees waived and/or reimbursed by the Administrator in the Statement of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in transfer agent fees waived and/or reimbursed by the Manager – class specific in the Statement of Operations. For the year ended December 31, 2022, class specific expense waivers and/or reimbursements are as follows:

	Institutional		Investor A		Class K		Total
Transfer agent fees waived and/or reimbursed by the Manager — class specific	$	5,527	$	7,052	$	1,388	$	13,967

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 year ended December 31, 2022, the Fund did not participate in the Interfund Lending Program.

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

5. INCOME TAX INFORMATION

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

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

Notes to Financial Statements  (continued)

Management has analyzed tax laws and regulations and their application to the Fund as of December 31, 2022, 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.

The tax character of distributions paid was as follows:

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
iShares Russell 1000 Large-Cap Index Fund
Ordinary income	$	12,599,661	$	11,981,544
Long-term capital gains		1,860,818		3,011,206
	$	14,460,479	$	14,992,750

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

Fund Name	Undistributed Ordinary Income		Non-Expiring Capital Loss Carryforwards(a)			Net Unrealized Gains (Losses)(b)		Total
iShares Russell 1000 Large-Cap Index Fund	$	864,541	$	(1,541,545	)	$	215,650,787	$	214,973,783

^(a)  Amounts available to offset future realized capital gains.

^(b)  The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the timing and recognition of partnership income.

6. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
iShares Russell 1000 Large-Cap Index Fund
Institutional
Shares sold		5,598,164		$	138,284,355			3,958,236		$	109,578,992
Shares issued in reinvestment of distributions		128,287			3,178,196			105,787			3,081,916
Shares redeemed		(5,986,354	)		(145,857,332	)		(3,524,510	)		(96,669,122	)
		(259,903	)	$	(4,394,781	)		539,513		$	15,991,786
Investor A
Shares sold		825,357		$	21,635,972			839,505		$	23,731,241
Shares issued in reinvestment of distributions		29,109			725,926			31,988			930,091
Shares redeemed		(691,607	)		(17,986,952	)		(2,279,451	)		(60,190,536	)
		162,859		$	4,374,946			(1,407,958	)	$	(35,529,204	)
Class K
Shares sold		9,827,116		$	271,951,562			6,696,905		$	186,038,207
Shares issued in reinvestment of distributions		399,157			9,998,861			347,267			10,056,414
Shares redeemed		(5,249,713	)		(137,148,575	)		(6,485,963	)		(176,837,537	)
		4,976,560		$	144,801,848			558,209		$	19,257,084
		4,879,516		$	144,782,013			(310,236	)	$	(280,334	)

7. SUBSEQUENT EVENTS

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

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of iShares Russell 1000 Large-Cap Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of iShares Russell 1000 Large-Cap Index Fund (one of the series constituting BlackRock Funds III, referred to hereafter as the “Fund”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the accounting agent of the Master Portfolio. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

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Important Tax Information  (unaudited)

The following amount, or maximum amount allowable by law, is hereby designated as qualified dividend income for individuals for the fiscal year ended December 31, 2022:

Fund Name	Qualified Dividend Income
iShares Russell 1000 Large-Cap Index Fund	$	10,126,901

The following amount, or maximum amount allowable by law, is hereby designated as qualified business income for individuals for the fiscal year ended December 31, 2022:

Fund Name	Qualified Business Income
iShares Russell 1000 Large-Cap Index Fund	$	421,335

The Fund hereby designates the following amount, or maximum amount allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal year ended December 31, 2022:

Fund Name	20% Rate Long-Term Capital Gain Dividends
iShares Russell 1000 Large-Cap Index Fund	$	1,860,818

The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal year ended December 31, 2022 qualified for the dividends-received deduction for corporate shareholders:

Fund Name	Dividends-Received Deduction
iShares Russell 1000 Large-Cap Index Fund		78.11	%

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Master Portfolio Information  as of December 31, 2022 Large Cap Index Master Portfolio

TEN LARGEST HOLDINGS

Security	Percent of Net Assets
Apple, Inc.		5.5	%
Microsoft Corp.		5.0
Amazon.com, Inc.		2.1
Berkshire Hathaway, Inc., Class B		1.6
Alphabet, Inc., Class A		1.5
UnitedHealth Group, Inc.		1.4
Alphabet, Inc., Class C		1.3
Johnson & Johnson		1.3
Exxon Mobil Corp.		1.3
JPMorgan Chase & Co.		1.1

SECTOR ALLOCATION

Sector(a)	Percent of Net Assets
Information Technology		24.8	%
Health Care		15.3
Financials		12.9
Consumer Discretionary		9.8
Industrials		9.2
Communication Services		7.0
Consumer Staples		6.7
Energy		5.1
Real Estate		3.1
Utilities		3.0
Materials		2.9
Short-Term Securities		9.2
Liabilities in Excess of Other Assets		(9.0	)

^(a)  For Large Cap Index Master Portfolio (the “Master Portfolio”) compliance purposes, the Master Portfolio’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

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Schedule of Investments December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 1.9%
Axon Enterprise, Inc.(a)		43,453	$	7,210,156
Boeing Co.(a)		349,200		66,519,108
BWX Technologies, Inc.		56,831		3,300,745
Curtiss-Wright Corp.		24,271		4,053,014
General Dynamics Corp.		154,994		38,455,561
HEICO Corp.		28,797		4,424,371
HEICO Corp., Class A		49,478		5,929,938
Hexcel Corp.		55,035		3,238,810
Howmet Aerospace, Inc.(b)		233,097		9,186,353
Huntington Ingalls Industries, Inc.		25,262		5,827,438
L3Harris Technologies, Inc.		121,008		25,195,076
Lockheed Martin Corp.		148,959		72,467,064
Mercury Systems, Inc.(a)		35,358		1,581,917
Northrop Grumman Corp.		93,283		50,896,138
Raytheon Technologies Corp.(b)		936,692		94,530,957
Spirit AeroSystems Holdings, Inc., Class A(b)		69,218		2,048,853
Textron, Inc.		131,478		9,308,642
TransDigm Group, Inc.		32,697		20,587,666
Woodward, Inc.		38,517		3,721,127
				428,482,934
Air Freight & Logistics — 0.6%
CH Robinson Worldwide, Inc.(b)		74,977		6,864,894
Expeditors International of Washington, Inc.		100,841		10,479,397
FedEx Corp.		152,954		26,491,633
GXO Logistics, Inc.(a)		65,172		2,782,193
United Parcel Service, Inc., Class B(b)		468,454		81,436,043
				128,054,160
Airlines(a) — 0.2%
Alaska Air Group, Inc.(b)		78,824		3,384,703
American Airlines Group, Inc.(b)		417,542		5,311,134
Copa Holdings SA, Class A(b)		16,991		1,413,141
Delta Air Lines, Inc.		407,535		13,391,600
JetBlue Airways Corp.		198,274		1,284,816
Southwest Airlines Co.		377,029		12,694,566
United Airlines Holdings, Inc.(b)		209,313		7,891,100
				45,371,060
Auto Components — 0.1%
Aptiv PLC(a)		172,128		16,030,281
BorgWarner, Inc.(b)		148,041		5,958,650
Gentex Corp.		149,559		4,078,474
Lear Corp.		36,970		4,585,019
QuantumScape Corp.(a)(b)		148,319		840,969
				31,493,393
Automobiles — 1.2%
Ford Motor Co.(b)		2,511,172		29,204,930
General Motors Co.		903,603		30,397,205
Harley-Davidson, Inc.(b)		86,439		3,595,862
Lucid Group, Inc.(a)(b)		329,925		2,253,388
Rivian Automotive, Inc., Class A(a)(b)		334,941		6,172,963
Tesla, Inc.(a)		1,647,011		202,878,815
Thor Industries, Inc.(b)		34,015		2,567,792
				277,070,955
Banks — 3.7%
Bank of America Corp.		4,475,764		148,237,304
Bank of Hawaii Corp.(b)		24,623		1,909,760
Bank OZK		68,639		2,749,678
BOK Financial Corp.(b)		18,661		1,936,825
Citigroup, Inc.		1,233,543		55,793,150

Security	Shares		Value
Banks (continued)
Citizens Financial Group, Inc.(b)		310,844	$	12,237,928
Comerica, Inc.(b)		84,432		5,644,279
Commerce Bancshares, Inc.(b)		72,905		4,962,643
Cullen/Frost Bankers, Inc.(b)		36,945		4,939,547
East West Bancorp, Inc.		90,016		5,932,054
Fifth Third Bancorp(b)		433,771		14,232,027
First Citizens BancShares, Inc., Class A		7,627		5,784,012
First Hawaiian, Inc.(b)		77,530		2,018,881
First Horizon Corp.		331,639		8,125,155
First Republic Bank		115,885		14,125,223
FNB Corp.(b)		220,400		2,876,220
Huntington Bancshares, Inc.(b)		913,638		12,882,296
JPMorgan Chase & Co.		1,858,783		249,262,800
KeyCorp.(b)		591,525		10,304,365
M&T Bank Corp.(b)		108,434		15,729,436
PacWest Bancorp		69,715		1,599,959
Pinnacle Financial Partners, Inc.(b)		46,625		3,422,275
PNC Financial Services Group, Inc.		256,521		40,514,927
Popular, Inc.(b)		44,637		2,960,326
Prosperity Bancshares, Inc.(b)		55,933		4,065,210
Regions Financial Corp.(b)		595,051		12,829,300
Signature Bank		40,048		4,614,331
SVB Financial Group(a)		37,365		8,599,181
Synovus Financial Corp.		94,409		3,545,058
Truist Financial Corp.		847,048		36,448,475
U.S. Bancorp(b)		855,060		37,289,167
Umpqua Holdings Corp.		134,553		2,401,771
Webster Financial Corp.(b)		110,997		5,254,598
Wells Fargo & Co.		2,416,819		99,790,457
Western Alliance Bancorp		65,848		3,921,907
Wintrust Financial Corp.		38,495		3,253,597
Zions Bancorp NA(b)		93,587		4,600,737
				854,794,859
Beverages — 1.7%
Boston Beer Co., Inc., Class A(a)(b)		5,817		1,916,818
Brown-Forman Corp., Class A(b)		27,091		1,781,504
Brown-Forman Corp., Class B		115,577		7,591,097
Coca-Cola Co.		2,488,214		158,275,293
Constellation Brands, Inc., Class A		96,488		22,361,094
Keurig Dr. Pepper, Inc.(b)		546,079		19,473,177
Molson Coors Beverage Co., Class B(b)		112,922		5,817,741
Monster Beverage Corp.(a)		233,796		23,737,308
PepsiCo, Inc.		880,985		159,158,750
				400,112,782
Biotechnology — 2.6%
AbbVie, Inc.		1,126,268		182,016,171
Alnylam Pharmaceuticals, Inc.(a)		78,255		18,597,301
Amgen, Inc.(b)		340,283		89,371,927
Biogen, Inc.(a)		91,517		25,342,888
BioMarin Pharmaceutical, Inc.(a)		117,478		12,157,798
Exact Sciences Corp.(a)(b)		111,297		5,510,314
Exelixis, Inc.(a)		204,216		3,275,625
Gilead Sciences, Inc.		799,944		68,675,192
Horizon Therapeutics PLC(a)		141,276		16,077,209
Incyte Corp.(a)(b)		116,174		9,331,096
Ionis Pharmaceuticals, Inc.(a)(b)		91,961		3,473,367
Mirati Therapeutics, Inc.(a)		27,852		1,261,974
Moderna, Inc.(a)		211,430		37,977,057
Natera, Inc.(a)		59,508		2,390,436
Neurocrine Biosciences, Inc.(a)		61,036		7,290,140
Novavax, Inc.(a)(b)		47,455		487,837

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Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Biotechnology (continued)
Regeneron Pharmaceuticals, Inc.(a)		66,050	$	47,654,415
Sarepta Therapeutics, Inc.(a)		53,779		6,968,683
Seagen, Inc.(a)		86,833		11,158,909
Ultragenyx Pharmaceutical, Inc.(a)		41,399		1,918,016
United Therapeutics Corp.(a)		27,969		7,777,899
Vertex Pharmaceuticals, Inc.(a)		162,945		47,055,257
				605,769,511
Building Products — 0.6%
A O Smith Corp.(b)		78,723		4,506,105
Advanced Drainage Systems, Inc.(b)		41,550		3,405,853
Allegion PLC		55,921		5,886,244
Armstrong World Industries, Inc.(b)		29,048		1,992,402
AZEK Co., Inc.(a)(b)		73,449		1,492,484
Builders FirstSource, Inc.(a)		97,142		6,302,573
Carlisle Cos., Inc.		32,798		7,728,849
Carrier Global Corp.		533,581		22,010,216
Fortune Brands Innovations, Inc.		80,535		4,599,354
Hayward Holdings, Inc.(a)(b)		49,363		464,012
Johnson Controls International PLC		438,616		28,071,424
Lennox International, Inc.(b)		20,476		4,898,473
Masco Corp.(b)		145,516		6,791,232
Masterbrand, Inc.		80,535		608,039
Owens Corning		59,632		5,086,610
Trane Technologies PLC		146,554		24,634,262
Trex Co., Inc.(a)		71,197		3,013,769
				131,491,901
Capital Markets — 3.3%
Affiliated Managers Group, Inc.		24,285		3,847,473
Ameriprise Financial, Inc.(b)		67,357		20,972,949
Ares Management Corp., Class A(b)		97,667		6,684,329
Bank of New York Mellon Corp.		467,710		21,290,159
BlackRock, Inc.(b)(c)		95,621		67,759,909
Blackstone, Inc., Class A(b)		445,976		33,086,959
Blue Owl Capital, Inc.(b)		260,780		2,764,268
Carlyle Group, Inc.		131,495		3,923,811
Cboe Global Markets, Inc.		67,393		8,455,800
Charles Schwab Corp.		968,600		80,645,636
CME Group, Inc., Class A(b)		228,519		38,427,755
Coinbase Global, Inc., Class A(a)(b)		103,157		3,650,726
Evercore, Inc., Class A(b)		23,211		2,531,856
FactSet Research Systems, Inc.		24,160		9,693,234
Franklin Resources, Inc.(b)		179,956		4,747,239
Goldman Sachs Group, Inc.(b)		209,009		71,769,510
Interactive Brokers Group, Inc., Class A		58,617		4,240,940
Intercontinental Exchange, Inc.(b)		351,597		36,070,336
Invesco Ltd.(b)		234,154		4,212,430
Janus Henderson Group PLC(b)		91,651		2,155,632
Jefferies Financial Group, Inc.(b)		127,737		4,378,824
KKR & Co., Inc.(b)		364,149		16,903,797
Lazard Ltd., Class A		58,799		2,038,561
LPL Financial Holdings, Inc.		50,776		10,976,248
MarketAxess Holdings, Inc.		23,786		6,633,678
Moody’s Corp.		101,820		28,369,088
Morgan Stanley		785,629		66,794,178
Morningstar, Inc.		15,774		3,416,491
MSCI, Inc.		49,565		23,056,151
Nasdaq, Inc.		218,892		13,429,024
Northern Trust Corp.		130,856		11,579,447
Raymond James Financial, Inc.(b)		123,930		13,241,921
Robinhood Markets, Inc., Class A(a)(b)		353,120		2,874,397
S&P Global, Inc.		207,462		69,487,322

Security	Shares		Value
Capital Markets (continued)
SEI Investments Co.		64,320	$	3,749,856
State Street Corp.		233,587		18,119,344
Stifel Financial Corp.		65,542		3,825,687
T Rowe Price Group, Inc.(b)		140,119		15,281,378
Tradeweb Markets, Inc., Class A		68,400		4,441,212
Virtu Financial, Inc., Class A(b)		63,979		1,305,811
				746,833,366
Chemicals — 1.8%
Air Products & Chemicals, Inc.		141,074		43,487,471
Albemarle Corp.(b)		74,515		16,159,323
Ashland, Inc.		31,404		3,376,872
Axalta Coating Systems Ltd.(a)(b)		142,347		3,625,578
Celanese Corp.		69,512		7,106,907
CF Industries Holdings, Inc.		125,208		10,667,722
Chemours Co.(b)		94,960		2,907,675
Corteva, Inc.(b)		455,523		26,775,642
Dow, Inc.(b)		447,844		22,566,859
DuPont de Nemours, Inc.(b)		319,308		21,914,108
Eastman Chemical Co.(b)		76,332		6,216,478
Ecolab, Inc.		158,000		22,998,480
Element Solutions, Inc.(b)		141,355		2,571,247
FMC Corp.(b)		80,181		10,006,589
Ginkgo Bioworks Holdings, Inc.(a)(b)		488,771		826,023
Huntsman Corp.(b)		115,727		3,180,178
International Flavors & Fragrances, Inc.		162,263		17,011,653
Linde PLC(a)(b)		314,846		102,696,468
LyondellBasell Industries NV, Class A(b)		163,610		13,584,538
Mosaic Co.		213,427		9,363,043
NewMarket Corp.(b)		3,942		1,226,396
Olin Corp.		83,830		4,437,960
PPG Industries, Inc.(b)		150,034		18,865,275
RPM International, Inc.(b)		81,236		7,916,448
Scotts Miracle-Gro Co.(b)		24,210		1,176,364
Sherwin-Williams Co.		152,372		36,162,447
Valvoline, Inc.		111,697		3,646,907
Westlake Corp.(b)		19,889		2,039,418
				422,514,069
Commercial Services & Supplies — 0.5%
Cintas Corp.		55,120		24,893,294
Clean Harbors, Inc.(a)		32,279		3,683,680
Copart, Inc.(a)		271,380		16,524,328
Driven Brands Holdings, Inc.(a)(b)		39,934		1,090,598
IAA, Inc.(a)		87,623		3,504,920
MSA Safety, Inc.		23,646		3,409,517
Republic Services, Inc.		131,304		16,936,903
Rollins, Inc.(b)		146,186		5,341,636
Stericycle, Inc.(a)		56,298		2,808,707
Tetra Tech, Inc.		33,383		4,846,878
Waste Management, Inc.		261,381		41,005,451
				124,045,912
Communications Equipment — 0.8%
Arista Networks, Inc.(a)		156,669		19,011,783
Ciena Corp.(a)(b)		94,864		4,836,167
Cisco Systems, Inc.		2,618,860		124,762,490
F5, Inc.(a)		38,627		5,543,361
Juniper Networks, Inc.		201,573		6,442,273
Lumentum Holdings, Inc.(a)(b)		42,539		2,219,260
Motorola Solutions, Inc.		104,838		27,017,801

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Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Communications Equipment (continued)
Ubiquiti, Inc.(b)		3,518	$	962,278
Viasat, Inc.(a)(b)		43,227		1,368,135
				192,163,548
Construction & Engineering — 0.2%
AECOM		84,734		7,196,459
MasTec, Inc.(a)		38,153		3,255,596
MDU Resources Group, Inc.(b)		127,150		3,857,731
Quanta Services, Inc.(b)		90,586		12,908,505
Valmont Industries, Inc.(b)		13,372		4,421,719
WillScot Mobile Mini Holdings Corp.(a)		129,279		5,839,532
				37,479,542
Construction Materials — 0.1%
Eagle Materials, Inc.(b)		22,894		3,041,468
Martin Marietta Materials, Inc.(b)		39,593		13,381,246
Vulcan Materials Co.		84,287		14,759,497
				31,182,211
Consumer Finance — 0.5%
Ally Financial, Inc.		195,847		4,788,459
American Express Co.		383,652		56,684,583
Capital One Financial Corp.(b)		242,478		22,540,755
Credit Acceptance Corp.(a)(b)		4,131		1,959,746
Discover Financial Services		173,730		16,996,006
OneMain Holdings, Inc.(b)		72,148		2,403,250
SLM Corp.		155,536		2,581,898
SoFi Technologies, Inc.(a)(b)		524,429		2,417,618
Synchrony Financial		297,970		9,791,294
Upstart Holdings, Inc.(a)(b)		43,707		577,806
				120,741,415
Containers & Packaging — 0.4%
Amcor PLC		954,896		11,372,811
AptarGroup, Inc.(b)		42,450		4,668,651
Ardagh Metal Packaging SA(b)		97,793		470,384
Avery Dennison Corp.		51,006		9,232,086
Ball Corp.(b)		196,325		10,040,061
Berry Global Group, Inc.		81,151		4,903,955
Crown Holdings, Inc.		73,181		6,016,210
Graphic Packaging Holding Co.		192,965		4,293,471
International Paper Co.		225,122		7,795,975
Packaging Corp. of America(b)		58,261		7,452,165
Sealed Air Corp		93,752		4,676,350
Silgan Holdings, Inc.		53,550		2,776,032
Sonoco Products Co.		61,423		3,728,990
Westrock Co.		163,771		5,758,188
				83,185,329
Distributors — 0.1%
Genuine Parts Co.(b)		88,389		15,336,376
LKQ Corp.		160,132		8,552,650
Pool Corp.		24,322		7,353,270
				31,242,296
Diversified Consumer Services — 0.1%
ADT, Inc.(b)		133,480		1,210,663
Bright Horizons Family Solutions, Inc.(a)		36,928		2,330,157
Grand Canyon Education, Inc.(a)		18,942		2,001,412
H&R Block, Inc.(b)		99,175		3,620,879
Mister Car Wash, Inc.(a)(b)		52,555		485,083
Service Corp. International		95,680		6,615,315
				16,263,509

Security	Shares		Value
Diversified Financial Services — 1.7%
Apollo Global Management, Inc.(b)		307,881	$	19,639,729
Berkshire Hathaway, Inc., Class B(a)		1,149,704		355,143,566
Equitable Holdings, Inc.(b)		236,735		6,794,294
Voya Financial, Inc.		62,689		3,854,747
				385,432,336
Diversified Telecommunication Services — 0.9%
AT&T, Inc.		4,562,611		83,997,669
Frontier Communications Parent, Inc.(a)		154,336		3,932,481
Lumen Technologies, Inc.(b)		666,132		3,477,209
Verizon Communications, Inc.(b)		2,678,433		105,530,260
				196,937,619
Electric Utilities — 1.9%
Alliant Energy Corp.(b)		159,667		8,815,215
American Electric Power Co., Inc.		327,546		31,100,493
Avangrid, Inc.(b)		47,390		2,036,822
Constellation Energy Corp.		207,918		17,924,611
Duke Energy Corp.		490,636		50,530,602
Edison International		239,388		15,229,865
Entergy Corp.		129,250		14,540,625
Evergy, Inc.		139,819		8,798,810
Eversource Energy(b)		219,422		18,396,340
Exelon Corp.(b)		632,500		27,342,975
FirstEnergy Corp.		345,741		14,500,378
Hawaiian Electric Industries, Inc.(b)		68,358		2,860,782
IDACORP, Inc.(b)		33,008		3,559,913
NextEra Energy, Inc.		1,265,572		105,801,819
NRG Energy, Inc.		145,645		4,634,424
OGE Energy Corp.(b)		124,553		4,926,071
PG&E Corp.(a)(b)		1,048,269		17,044,854
Pinnacle West Capital Corp.		71,431		5,431,613
PPL Corp.		470,239		13,740,384
Southern Co.		692,906		49,480,417
Xcel Energy, Inc.		347,257		24,346,188
				441,043,201
Electrical Equipment — 0.7%
Acuity Brands, Inc.		20,333		3,367,348
AMETEK, Inc.		146,704		20,497,483
ChargePoint Holdings, Inc.(a)(b)		151,472		1,443,528
Eaton Corp. PLC		254,326		39,916,466
Emerson Electric Co.(b)		376,208		36,138,541
Generac Holdings, Inc.(a)(b)		40,355		4,062,134
Hubbell, Inc.(b)		33,646		7,896,043
nVent Electric PLC		103,937		3,998,456
Plug Power, Inc.(a)(b)		320,747		3,967,640
Regal Rexnord Corp.(b)		41,588		4,989,728
Rockwell Automation, Inc.(b)		72,596		18,698,552
Sensata Technologies Holding PLC		96,324		3,889,563
Sunrun, Inc.(a)(b)		127,920		3,072,639
Vertiv Holdings Co.		188,674		2,577,287
				154,515,408
Electronic Equipment, Instruments & Components — 0.6%
Amphenol Corp., Class A		372,900		28,392,606
Arrow Electronics, Inc.(a)		40,101		4,193,362
Avnet, Inc.(b)		57,336		2,384,031
CDW Corp.		86,079		15,371,988
Cognex Corp.		110,658		5,213,098
Coherent Corp.(a)(b)		76,051		2,669,390
Corning, Inc.		480,733		15,354,612
IPG Photonics Corp.(a)		21,582		2,043,168
Jabil, Inc.(b)		83,875		5,720,275

22 2 0 2 2   B L A C K R O C K   A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Keysight Technologies, Inc.(a)		114,111	$	19,520,969
Littelfuse, Inc.		15,530		3,419,706
National Instruments Corp.		84,959		3,134,987
TD SYNNEX Corp.(b)		27,919		2,644,208
Teledyne Technologies, Inc.(a)		29,481		11,789,747
Trimble, Inc.(a)		155,668		7,870,574
Vontier Corp.		100,593		1,944,463
Zebra Technologies Corp., Class A(a)		32,896		8,434,863
				140,102,047
Energy Equipment & Services — 0.4%
Baker Hughes Co.		594,847		17,565,832
Halliburton Co.		572,063		22,510,679
NOV, Inc.(b)		247,532		5,170,943
Schlumberger Ltd.		900,012		48,114,642
				93,362,096
Entertainment — 1.3%
Activision Blizzard, Inc.		494,876		37,882,758
AMC Entertainment Holdings, Inc., Class A(a)(b)		317,303		1,291,423
Electronic Arts, Inc.		176,451		21,558,783
Liberty Media Corp.-Liberty Formula One, Class A(a)(b)		14,208		759,133
Liberty Media Corp.-Liberty Formula One, Class C(a)		127,734		7,635,939
Live Nation Entertainment, Inc.(a)		99,268		6,922,950
Madison Square Garden Sports Corp.(b)		12,427		2,278,242
Netflix, Inc.(a)		278,968		82,262,084
Playtika Holding Corp.(a)		56,255		478,730
ROBLOX Corp., Class A(a)(b)		284,820		8,105,977
Roku, Inc.(a)(b)		79,615		3,240,331
Spotify Technology SA(a)		87,785		6,930,626
Take-Two Interactive Software, Inc.(a)		103,994		10,828,895
Walt Disney Co.(a)		1,161,130		100,878,974
Warner Bros Discovery, Inc., Class A(a)		1,501,995		14,238,913
World Wrestling Entertainment, Inc., Class A(b)		27,763		1,902,321
				307,196,079
Equity Real Estate Investment Trusts (REITs) — 3.0%
Alexandria Real Estate Equities, Inc.(b)		103,136		15,023,821
American Homes 4 Rent, Class A		196,426		5,920,280
American Tower Corp.		295,668		62,640,222
Americold Realty Trust, Inc.(b)		173,301		4,906,151
Apartment Income REIT Corp.		97,015		3,328,585
AvalonBay Communities, Inc.		88,927		14,363,489
Boston Properties, Inc.(b)		99,763		6,741,984
Brixmor Property Group, Inc.		188,583		4,275,177
Camden Property Trust		65,989		7,382,849
Cousins Properties, Inc.(b)		97,224		2,458,795
Crown Castle, Inc.		274,931		37,291,641
CubeSmart(b)		142,585		5,739,046
Digital Realty Trust, Inc.(b)		182,663		18,315,619
Douglas Emmett, Inc.(b)		103,140		1,617,235
EastGroup Properties, Inc.(b)		26,008		3,850,744
EPR Properties(b)		44,529		1,679,634
Equinix, Inc.		58,846		38,545,895
Equity LifeStyle Properties, Inc.(b)		113,764		7,349,154
Equity Residential		235,800		13,912,200
Essex Property Trust, Inc.		41,373		8,767,766
Extra Space Storage, Inc.		84,354		12,415,222
Federal Realty Investment Trust(b)		50,044		5,056,446
First Industrial Realty Trust, Inc.(b)		82,697		3,990,957
Gaming & Leisure Properties, Inc.		156,776		8,166,462

Security	Shares		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Healthcare Realty Trust, Inc.		242,509	$	4,673,148
Healthpeak Properties, Inc.		346,607		8,689,437
Highwoods Properties, Inc.(b)		69,806		1,953,172
Host Hotels & Resorts, Inc.(b)		450,918		7,237,234
Hudson Pacific Properties, Inc.		80,397		782,263
Invitation Homes, Inc.		388,508		11,515,377
Iron Mountain, Inc.(b)		184,686		9,206,597
JBG SMITH Properties(b)		71,975		1,366,086
Kilroy Realty Corp.		72,044		2,785,941
Kimco Realty Corp.		384,474		8,143,159
Lamar Advertising Co., Class A		54,664		5,160,282
Life Storage, Inc.		52,997		5,220,205
Medical Properties Trust, Inc.(b)		369,205		4,112,944
Mid-America Apartment Communities, Inc.(b)		73,441		11,529,503
National Retail Properties, Inc.		113,461		5,191,975
National Storage Affiliates Trust		56,789		2,051,219
Omega Healthcare Investors, Inc.(b)		148,074		4,138,668
Park Hotels & Resorts, Inc.		137,590		1,622,186
Prologis, Inc.		586,611		66,128,658
Public Storage		99,559		27,895,436
Rayonier, Inc.(b)		92,756		3,057,238
Realty Income Corp.		399,603		25,346,818
Regency Centers Corp.		107,296		6,706,000
Rexford Industrial Realty, Inc.(b)		114,836		6,274,639
SBA Communications Corp.		67,899		19,032,769
Simon Property Group, Inc.		207,699		24,400,479
SL Green Realty Corp.(b)		40,600		1,369,032
Spirit Realty Capital, Inc.		88,573		3,536,720
STORE Capital Corp.		159,568		5,115,750
Sun Communities, Inc.(b)		77,480		11,079,640
UDR, Inc.		206,845		8,011,107
Ventas, Inc.(b)		254,170		11,450,359
VICI Properties, Inc.(b)		612,455		19,843,542
Vornado Realty Trust(b)		108,810		2,264,336
Welltower, Inc.(b)		301,204		19,743,922
Weyerhaeuser Co.(b)		468,505		14,523,655
WP Carey, Inc.(b)		131,806		10,300,639
				675,199,509
Food & Staples Retailing — 1.5%
Albertsons Cos., Inc., Class A(b)		104,152		2,160,112
BJ’s Wholesale Club Holdings, Inc.(a)		86,409		5,716,819
Casey’s General Stores, Inc.		24,049		5,395,393
Costco Wholesale Corp.		282,144		128,798,736
Grocery Outlet Holding Corp.(a)(b)		55,202		1,611,346
Kroger Co.		417,509		18,612,551
Performance Food Group Co.(a)		98,740		5,765,429
Sysco Corp.		323,478		24,729,893
U.S. Foods Holding Corp.(a)		128,728		4,379,327
Walgreens Boots Alliance, Inc.(b)		456,832		17,067,244
Walmart, Inc.		905,801		128,433,524
				342,670,374
Food Products — 1.2%
Archer-Daniels-Midland Co.		348,111		32,322,106
Bunge Ltd.		86,521		8,632,200
Campbell Soup Co.(b)		123,398		7,002,837
Conagra Brands, Inc.		299,669		11,597,190
Darling Ingredients, Inc.(a)		100,221		6,272,832
Flowers Foods, Inc.(b)		118,910		3,417,473
Freshpet, Inc.(a)(b)		27,660		1,459,618
General Mills, Inc.(b)		379,522		31,822,920
Hershey Co.		92,935		21,520,958

M A S T E R   P O R T F O L I O   S C H E D U L E  O F   I N V E S T M E N T S 23

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Food Products (continued)
Hormel Foods Corp.		182,730	$	8,323,352
Ingredion, Inc.(b)		42,761		4,187,585
J M Smucker Co.		65,621		10,398,304
Kellogg Co.(b)		162,315		11,563,321
Kraft Heinz Co.		445,019		18,116,723
Lamb Weston Holdings, Inc.		91,748		8,198,601
McCormick & Co., Inc.(b)		159,967		13,259,665
Mondelez International, Inc., Class A(b)		868,822		57,906,986
Pilgrim’s Pride Corp.(a)		28,135		667,644
Post Holdings, Inc.(a)		34,781		3,139,333
Seaboard Corp.		134		505,878
Tyson Foods, Inc., Class A		181,362		11,289,784
				271,605,310
Gas Utilities(b) — 0.1%
Atmos Energy Corp.		87,849		9,845,237
National Fuel Gas Co.		56,815		3,596,390
UGI Corp.		135,489		5,022,577
				18,464,204
Health Care Equipment & Supplies — 2.7%
Abbott Laboratories(b)		1,092,746		119,972,583
Align Technology, Inc.(a)		49,307		10,398,846
Baxter International, Inc.		320,533		16,337,567
Becton Dickinson and Co.		180,931		46,010,753
Boston Scientific Corp.(a)(b)		909,221		42,069,656
Cooper Cos., Inc.		30,928		10,226,962
Dentsply Sirona, Inc.(b)		136,224		4,337,372
Dexcom, Inc.(a)		245,574		27,808,800
Edwards Lifesciences Corp.(a)		393,534		29,361,572
Enovis Corp.(a)		30,447		1,629,523
Envista Holdings Corp.(a)		105,055		3,537,202
Globus Medical, Inc., Class A(a)(b)		47,175		3,503,687
Hologic, Inc.(a)		156,599		11,715,171
ICU Medical, Inc.(a)(b)		12,997		2,046,768
IDEXX Laboratories, Inc.(a)		51,972		21,202,497
Insulet Corp.(a)(b)		43,824		12,901,347
Integra LifeSciences Holdings Corp.(a)(b)		47,284		2,651,214
Intuitive Surgical, Inc.(a)		224,487		59,567,626
Masimo Corp.(a)		30,260		4,476,967
Medtronic PLC		851,748		66,197,855
Novocure Ltd.(a)(b)		67,214		4,930,147
Penumbra, Inc.(a)(b)		22,299		4,960,636
QuidelOrtho Corp.(a)(b)		32,212		2,759,602
ResMed, Inc.		91,990		19,145,879
STERIS PLC(b)		63,531		11,733,540
Stryker Corp.(b)		223,882		54,736,910
Tandem Diabetes Care, Inc.(a)		40,218		1,807,799
Teleflex, Inc.(b)		29,867		7,455,699
Zimmer Biomet Holdings, Inc.		133,572		17,030,430
				620,514,610
Health Care Providers & Services — 3.4%
Acadia Healthcare Co., Inc.(a)		56,585		4,658,077
Agilon Health, Inc.(a)(b)		126,675		2,044,534
Amedisys, Inc.(a)		19,446		1,624,519
AmerisourceBergen Corp.		98,804		16,372,811
Cardinal Health, Inc.		168,857		12,980,038
Centene Corp.(a)		362,040		29,690,900
Chemed Corp.		9,411		4,803,657
Cigna Corp.		190,742		63,200,454
CVS Health Corp.		835,341		77,845,428
DaVita, Inc.(a)		34,781		2,597,097
Elevance Health, Inc.		153,612		78,798,348

Security	Shares		Value
Health Care Providers & Services (continued)
Encompass Health Corp.(b)		62,261	$	3,723,830
Enhabit, Inc.(a)		29,130		383,351
Guardant Health, Inc.(a)(b)		61,875		1,683,000
HCA Healthcare, Inc.(b)		137,475		32,988,501
Henry Schein, Inc.(a)		87,165		6,961,869
Humana, Inc.		80,548		41,255,880
Laboratory Corp. of America Holdings		55,720		13,120,946
McKesson Corp.		90,141		33,813,692
Molina Healthcare, Inc.(a)		36,464		12,041,142
Oak Street Health, Inc.(a)(b)		69,380		1,492,364
Premier, Inc., Class A(b)		73,783		2,580,929
Quest Diagnostics, Inc.(b)		72,850		11,396,654
Signify Health, Inc., Class A(a)		50,611		1,450,511
Tenet Healthcare Corp.(a)		67,394		3,288,153
UnitedHealth Group, Inc.		596,077		316,028,104
Universal Health Services, Inc., Class B(b)		40,255		5,671,527
				782,496,316
Health Care Technology(a) — 0.1%
Certara, Inc.(b)		72,883		1,171,230
Definitive Healthcare Corp.(b)		20,194		221,932
Doximity, Inc., Class A(b)		72,647		2,438,033
Teladoc Health, Inc.(b)		100,937		2,387,160
Veeva Systems, Inc., Class A		88,716		14,316,988
				20,535,343
Hotels, Restaurants & Leisure — 2.1%
Airbnb, Inc., Class A(a)		243,341		20,805,656
Aramark		145,858		6,029,770
Booking Holdings, Inc.(a)		24,667		49,710,912
Boyd Gaming Corp.		47,793		2,606,152
Caesars Entertainment, Inc.(a)		131,716		5,479,386
Carnival Corp.(a)(b)		620,997		5,005,236
Chipotle Mexican Grill, Inc.(a)		17,716		24,580,773
Choice Hotels International, Inc.(b)		20,196		2,274,877
Churchill Downs, Inc.		22,799		4,820,393
Darden Restaurants, Inc.		77,933		10,780,472
Domino’s Pizza, Inc.(b)		22,570		7,818,248
DraftKings, Inc., Class A(a)(b)		221,275		2,520,322
Expedia Group, Inc.(a)		97,247		8,518,837
Hilton Worldwide Holdings, Inc.		170,087		21,492,193
Hyatt Hotels Corp., Class A(a)		30,663		2,773,468
Las Vegas Sands Corp.(a)(b)		211,468		10,165,267
Marriott International, Inc., Class A		170,762		25,424,754
Marriott Vacations Worldwide Corp.(b)		23,210		3,123,834
McDonald’s Corp.		470,946		124,108,399
MGM Resorts International		205,942		6,905,235
Norwegian Cruise Line Holdings Ltd.(a)(b)		272,185		3,331,544
Penn Entertainment, Inc.(a)(b)		95,608		2,839,558
Planet Fitness, Inc., Class A(a)		54,225		4,272,930
Royal Caribbean Cruises Ltd.(a)(b)		140,567		6,948,227
Six Flags Entertainment Corp.(a)(b)		45,434		1,056,341
Starbucks Corp.		730,736		72,489,011
Travel & Leisure Co.		50,043		1,821,565
Vail Resorts, Inc.(b)		25,213		6,009,519
Wendy’s Co.		106,639		2,413,241
Wyndham Hotels & Resorts, Inc.(b)		55,385		3,949,504
Wynn Resorts Ltd.(a)		66,341		5,471,142
Yum! Brands, Inc.		178,351		22,843,196
				478,389,962
Household Durables — 0.4%
D.R. Horton, Inc.		200,959		17,913,485
Garmin Ltd.(b)		98,732		9,111,976

24 2 0 2 2   B L A C K R O C K   A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Household Durables (continued)
Leggett & Platt, Inc.(b)		87,296	$	2,813,550
Lennar Corp., B Shares		10,567		790,200
Lennar Corp., Class A		159,654		14,448,687
Mohawk Industries, Inc.(a)		33,673		3,442,054
Newell Brands, Inc.(b)		247,682		3,239,681
NVR, Inc.(a)		1,892		8,727,002
PulteGroup, Inc.		145,472		6,623,340
Tempur Sealy International, Inc.(b)		103,785		3,562,939
Toll Brothers, Inc.		65,510		3,270,259
TopBuild Corp.(a)		19,878		3,110,708
Whirlpool Corp.(b)		34,369		4,861,839
				81,915,720
Household Products — 1.4%
Church & Dwight Co., Inc.		154,587		12,461,258
Clorox Co.(b)		78,452		11,009,169
Colgate-Palmolive Co.		527,524		41,563,616
Kimberly-Clark Corp.		214,342		29,096,926
Procter & Gamble Co.		1,504,277		227,988,222
Reynolds Consumer Products, Inc.(b)		33,158		994,077
Spectrum Brands Holdings, Inc.(b)		24,767		1,508,806
				324,622,074
Independent Power and Renewable Electricity Producers — 0.1%
AES Corp.		424,723		12,215,034
Brookfield Renewable Corp., Class A(b)		81,252		2,237,680
Vistra Corp.		254,660		5,908,112
				20,360,826
Industrial Conglomerates — 0.8%
3M Co.		352,675		42,292,786
General Electric Co.		697,841		58,472,097
Honeywell International, Inc.		429,473		92,036,064
				192,800,947
Insurance — 2.5%
Aflac, Inc.		392,872		28,263,212
Allstate Corp.(b)		167,955		22,774,698
American Financial Group, Inc.		42,828		5,879,428
American International Group, Inc.		473,428		29,939,587
Aon PLC, Class A		130,712		39,231,900
Arch Capital Group Ltd.(a)		225,482		14,155,760
Arthur J Gallagher & Co.		132,472		24,976,271
Assurant, Inc.		32,851		4,108,346
Assured Guaranty Ltd.		35,568		2,214,464
Axis Capital Holdings Ltd.(b)		48,597		2,632,499
Brighthouse Financial, Inc.(a)		43,389		2,224,554
Brown & Brown, Inc.(b)		151,107		8,608,566
Chubb Ltd.		264,827		58,420,836
Cincinnati Financial Corp.(b)		97,228		9,955,175
CNA Financial Corp.		18,457		780,362
Erie Indemnity Co., Class A(b)		15,802		3,930,273
Everest Re Group Ltd.		24,771		8,205,889
F&G Annuities & Life, Inc.(a)		10,871		217,529
Fidelity National Financial, Inc.		166,043		6,246,538
First American Financial Corp.(b)		62,339		3,262,823
Globe Life, Inc.(b)		57,827		6,971,045
Hanover Insurance Group, Inc.(b)		22,545		3,046,506
Hartford Financial Services Group, Inc.		202,001		15,317,736
Kemper Corp.		42,302		2,081,258
Lincoln National Corp.		108,242		3,325,194
Loews Corp.		124,804		7,279,817
Markel Corp.(a)		8,504		11,203,935
Marsh & McLennan Cos., Inc.		315,632		52,230,783

Security	Shares		Value
Insurance (continued)
MetLife, Inc.		420,873	$	30,458,579
Old Republic International Corp.(b)		176,759		4,268,730
Primerica, Inc.(b)		22,855		3,241,296
Principal Financial Group, Inc.(b)		153,129		12,850,586
Progressive Corp.		372,014		48,253,936
Prudential Financial, Inc.(b)		234,475		23,320,883
Reinsurance Group of America, Inc.		42,531		6,043,230
RenaissanceRe Holdings Ltd.		27,449		5,056,929
Ryan Specialty Holdings, Inc.(a)(b)		54,410		2,258,559
Travelers Cos., Inc.		149,014		27,938,635
Unum Group(b)		128,322		5,265,052
W R Berkley Corp.		131,051		9,510,371
White Mountains Insurance Group Ltd.		1,716		2,426,990
Willis Towers Watson PLC		68,535		16,762,290
				575,141,050
Interactive Media & Services(a) — 3.7%
Alphabet, Inc., Class A		3,833,325		338,214,265
Alphabet, Inc., Class C		3,399,463		301,634,352
IAC, Inc.		47,168		2,094,259
Match Group, Inc.		176,631		7,328,420
Meta Platforms, Inc., Class A		1,432,643		172,404,258
Pinterest, Inc., Class A		370,935		9,006,302
TripAdvisor, Inc.		69,707		1,253,332
ZoomInfo Technologies, Inc., CLass A(b)		176,672		5,319,594
				837,254,782
Internet & Direct Marketing Retail — 2.2%
Amazon.com, Inc.(a)		5,664,153		475,788,852
DoorDash, Inc., Class A(a)(b)		161,216		7,870,565
eBay, Inc.		345,702		14,336,262
Etsy, Inc.(a)(b)		79,956		9,577,130
Wayfair, Inc., Class A(a)(b)		47,080		1,548,461
				509,121,270
IT Services — 4.6%
Accenture PLC, Class A(b)		403,790		107,747,324
Affirm Holdings, Inc.(a)(b)		136,020		1,315,313
Akamai Technologies, Inc.(a)		98,538		8,306,753
Amdocs Ltd.(b)		75,673		6,878,676
Automatic Data Processing, Inc.		266,083		63,556,585
Block, Inc.(a)(b)		341,394		21,453,199
Broadridge Financial Solutions, Inc.		74,281		9,963,311
Cloudflare, Inc., Class A(a)(b)		182,122		8,233,736
Cognizant Technology Solutions Corp., Class A		326,776		18,688,319
Concentrix Corp.(b)		27,024		3,598,516
DXC Technology Co.(a)(b)		145,410		3,853,365
EPAM Systems, Inc.(a)		34,491		11,304,080
Euronet Worldwide, Inc.(a)		31,047		2,930,216
Fidelity National Information Services, Inc.(b)		379,665		25,760,270
Fiserv, Inc.(a)(b)		375,120		37,913,378
FleetCor Technologies, Inc.(a)		45,416		8,342,011
Gartner, Inc.(a)		48,863		16,424,809
Genpact Ltd.		115,892		5,368,117
Global Payments, Inc.		170,792		16,963,061
Globant SA(a)		25,262		4,248,058
GoDaddy, Inc., Class A(a)		101,013		7,557,793
International Business Machines Corp.		573,488		80,798,724
Jack Henry & Associates, Inc.(b)		46,199		8,110,696
Kyndryl Holdings, Inc.(a)(b)		128,713		1,431,289
Mastercard, Inc., Class A		542,257		188,559,027
MongoDB, Inc.(a)		42,214		8,309,404
Okta, Inc.(a)		97,442		6,658,212
Paychex, Inc.		205,387		23,734,522

M A S T E R   P O R T F O L I O   S C H E D U L E  O F   I N V E S T M E N T S 25

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
IT Services (continued)
PayPal Holdings, Inc.(a)		726,285	$	51,726,018
Shift4 Payments, Inc., Class A(a)(b)		33,459		1,871,362
Snowflake, Inc., Class A(a)(b)		195,308		28,034,510
SS&C Technologies Holdings, Inc.		139,406		7,257,476
Thoughtworks Holding, Inc.(a)(b)		50,705		516,684
Toast, Inc., Class A(a)(b)		163,647		2,950,555
Twilio, Inc., Class A(a)		109,257		5,349,223
VeriSign, Inc.(a)		59,231		12,168,417
Visa, Inc., Class A(b)		1,049,132		217,967,664
Western Union Co.(b)		248,628		3,423,608
WEX, Inc.(a)		26,663		4,363,400
Wix.com Ltd.(a)		34,196		2,627,279
				1,046,264,960
Leisure Products — 0.1%
Brunswick Corp.(b)		46,500		3,351,720
Hasbro, Inc.(b)		82,283		5,020,086
Mattel, Inc.(a)		222,523		3,969,810
Peloton Interactive, Inc., Class A(a)(b)		184,450		1,464,533
Polaris, Inc.(b)		36,049		3,640,949
YETI Holdings, Inc.(a)(b)		55,061		2,274,570
				19,721,668
Life Sciences Tools & Services — 1.9%
10X Genomics, Inc., Class A(a)(b)		61,186		2,229,618
Agilent Technologies, Inc.(b)		188,352		28,186,877
Avantor, Inc.(a)		388,214		8,187,433
Azenta, Inc.(b)		45,209		2,632,068
Bio-Rad Laboratories, Inc., Class A(a)		13,534		5,690,912
Bio-Techne Corp.		99,037		8,208,186
Bruker Corp.		68,711		4,696,397
Charles River Laboratories International, Inc.(a)		31,831		6,935,975
Danaher Corp.		412,523		109,491,855
Illumina, Inc.(a)(b)		100,090		20,238,198
IQVIA Holdings, Inc.(a)		118,124		24,202,426
Maravai LifeSciences Holdings, Inc., Class A(a)(b)		64,873		928,332
Mettler-Toledo International, Inc.(a)		14,047		20,304,236
PerkinElmer, Inc.		80,297		11,259,245
QIAGEN NV(a)		143,072		7,135,001
Repligen Corp.(a)(b)		35,478		6,006,780
Sotera Health Co.(a)		62,387		519,684
Syneos Health, Inc.(a)		68,168		2,500,402
Thermo Fisher Scientific, Inc.		249,343		137,310,697
Waters Corp.(a)		37,724		12,923,488
West Pharmaceutical Services, Inc.		47,143		11,095,105
				430,682,915
Machinery — 1.9%
AGCO Corp.(b)		40,053		5,554,950
Allison Transmission Holdings, Inc.		60,337		2,510,019
Ardagh Group SA(a)		6,425		54,645
Caterpillar, Inc.		331,613		79,441,210
Crane Holdings Co.		29,782		2,991,602
Cummins, Inc.(b)		89,737		21,742,378
Deere & Co.		175,742		75,351,140
Donaldson Co., Inc.		77,148		4,541,703
Dover Corp.		89,763		12,154,808
Esab Corp.(b)		31,502	��	1,478,074
Flowserve Corp.(b)		83,545		2,563,161
Fortive Corp.		225,436		14,484,263
Gates Industrial Corp. PLC(a)		58,319		665,420
Graco, Inc.		105,553		7,099,495
IDEX Corp.(b)		48,361		11,042,267

Security	Shares		Value
Machinery (continued)
Illinois Tool Works, Inc.(b)		194,721	$	42,897,036
Ingersoll Rand, Inc.(b)		258,616		13,512,686
ITT, Inc.(b)		52,775		4,280,052
Lincoln Electric Holdings, Inc.(b)		35,310		5,101,942
Middleby Corp.(a)		33,729		4,516,313
Nordson Corp.		36,621		8,705,544
Oshkosh Corp.(b)		41,868		3,692,339
Otis Worldwide Corp.		265,458		20,788,016
PACCAR, Inc.		217,233		21,499,550
Parker-Hannifin Corp.		81,489		23,713,299
Pentair PLC		104,550		4,702,659
Snap-on, Inc.(b)		33,071		7,556,393
Stanley Black & Decker, Inc.(b)		94,922		7,130,541
Timken Co.		39,631		2,800,723
Toro Co.(b)		66,422		7,518,970
Westinghouse Air Brake Technologies Corp.		115,240		11,502,104
Xylem, Inc.(b)		114,033		12,608,629
				444,201,931
Marine — 0.0%
Kirby Corp.(a)		36,738		2,364,090
Media — 0.9%
Altice USA, Inc., Class A(a)(b)		121,027		556,724
Cable One, Inc.		3,536		2,517,137
Charter Communications, Inc., Class A(a)(b)		68,895		23,362,294
Comcast Corp., Class A(b)		2,733,776		95,600,147
DISH Network Corp., Class A(a)		158,444		2,224,554
Fox Corp., Class A(b)		189,529		5,755,996
Fox Corp., Class B		91,794		2,611,539
Interpublic Group of Cos., Inc.(b)		244,784		8,153,755
Liberty Broadband Corp., Class A(a)		10,629		806,210
Liberty Broadband Corp., Class C(a)(b)		77,302		5,895,824
Liberty Media Corp.-Liberty SiriusXM, Class A(a)(b)		44,699		1,757,118
Liberty Media Corp.-Liberty SiriusXM, Class C(a)		97,641		3,820,692
New York Times Co., Class A		100,124		3,250,025
News Corp., Class A		242,198		4,408,004
News Corp., Class B(b)		71,927		1,326,334
Nexstar Media Group, Inc., Class A(b)		22,577		3,951,652
Omnicom Group, Inc.(b)		129,713		10,580,689
Paramount Global, Class A(b)		7,797		152,899
Paramount Global, Class B(b)		360,272		6,081,391
Sirius XM Holdings, Inc.(b)		461,307		2,694,033
Trade Desk, Inc., Class A(a)		279,387		12,524,919
				198,031,936
Metals & Mining — 0.5%
Alcoa Corp.		110,209		5,011,203
Cleveland-Cliffs, Inc.(a)		323,920		5,218,351
Freeport-McMoRan, Inc.(b)		908,101		34,507,838
MP Materials Corp.(a)(b)		54,038		1,312,043
Newmont Corp.		506,080		23,886,976
Nucor Corp.(b)		162,906		21,472,640
Reliance Steel & Aluminum Co.		36,832		7,456,270
Royal Gold, Inc.(b)		41,115		4,634,483
Southern Copper Corp.(b)		53,998		3,260,939
SSR Mining, Inc.(b)		126,267		1,978,604
Steel Dynamics, Inc.(b)		107,010		10,454,877
U.S. Steel Corp.		151,259		3,789,038
				122,983,262
Mortgage Real Estate Investment Trusts (REITs)(b) — 0.1%
AGNC Investment Corp.		356,706		3,691,907

26 2 0 2 2   B L A C K R O C K   A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Mortgage Real Estate Investment Trusts (REITs) (continued)
Annaly Capital Management, Inc.		292,246	$	6,160,546
Rithm Capital Corp.		288,433		2,356,498
Starwood Property Trust, Inc.		182,547		3,346,086
				15,555,037
Multiline Retail — 0.5%
Dollar General Corp.		143,591		35,359,284
Dollar Tree, Inc.(a)		135,284		19,134,569
Kohl’s Corp.(b)		76,214		1,924,403
Macy’s, Inc.		169,507		3,500,319
Nordstrom, Inc.(b)		70,287		1,134,432
Ollie’s Bargain Outlet Holdings, Inc.(a)(b)		39,632		1,856,363
Target Corp.		295,114		43,983,791
				106,893,161
Multi-Utilities — 0.8%
Ameren Corp.(b)		163,868		14,571,142
CenterPoint Energy, Inc.(b)		401,159		12,030,758
CMS Energy Corp.(b)		184,532		11,686,412
Consolidated Edison, Inc.(b)		225,968		21,537,010
Dominion Energy, Inc.(b)		530,275		32,516,463
DTE Energy Co.(b)		122,977		14,453,487
NiSource, Inc.		258,482		7,087,576
Public Service Enterprise Group, Inc.		317,048		19,425,531
Sempra Energy(b)		200,409		30,971,207
WEC Energy Group, Inc.(b)		200,939		18,840,041
				183,119,627
Oil, Gas & Consumable Fuels — 4.7%
Antero Midstream Corp.(b)		216,141		2,332,161
Antero Resources Corp.(a)		176,532		5,470,727
APA Corp.(b)		202,349		9,445,651
Cheniere Energy, Inc.		158,482		23,765,961
Chesapeake Energy Corp.(b)		77,920		7,353,310
Chevron Corp.(b)		1,232,490		221,219,630
ConocoPhillips		794,305		93,727,990
Coterra Energy, Inc.(b)		499,627		12,275,835
Devon Energy Corp.(b)		414,145		25,474,059
Diamondback Energy, Inc.		111,794		15,291,183
DT Midstream, Inc.(a)(b)		60,911		3,365,942
Enviva, Inc.(b)		18,229		965,590
EOG Resources, Inc.(b)		372,645		48,264,980
EQT Corp.		234,592		7,936,247
Exxon Mobil Corp.		2,626,166		289,666,110
Hess Corp.(b)		179,290		25,426,908
HF Sinclair Corp.(b)		89,427		4,640,367
Kinder Morgan, Inc.(b)		1,265,424		22,878,866
Marathon Oil Corp.(b)		418,315		11,323,787
Marathon Petroleum Corp.		298,106		34,696,557
New Fortress Energy, Inc.(b)		35,069		1,487,627
Occidental Petroleum Corp.(b)		508,388		32,023,360
ONEOK, Inc.(b)		283,021		18,594,480
Ovintiv, Inc.(b)		159,373		8,081,805
PDC Energy, Inc.(b)		60,166		3,819,338
Phillips 66		301,208		31,349,729
Pioneer Natural Resources Co.(b)		151,399		34,578,018
Range Resources Corp.		156,573		3,917,456
Southwestern Energy Co.(a)		691,821		4,047,153
Targa Resources Corp.		143,835		10,571,873
Texas Pacific Land Corp.(b)		3,599		8,436,884

Security	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Valero Energy Corp.(b)		242,562	$	30,771,415
Williams Cos., Inc.(b)		775,572		25,516,319
				1,078,717,318
Paper & Forest Products — 0.0%
Louisiana-Pacific Corp.(b)		44,600		2,640,320
Personal Products — 0.2%
Coty, Inc., Class A(a)		211,410		1,809,670
Estee Lauder Cos., Inc., Class A		146,211		36,276,411
Olaplex Holdings, Inc.(a)(b)		74,023		385,660
				38,471,741
Pharmaceuticals — 4.5%
Bristol-Myers Squibb Co.		1,357,184		97,649,389
Catalent, Inc.(a)(b)		111,890		5,036,169
Elanco Animal Health, Inc.(a)(b)		284,720		3,479,278
Eli Lilly & Co.		536,961		196,441,812
Jazz Pharmaceuticals PLC(a)		39,395		6,276,017
Johnson & Johnson		1,677,147		296,268,018
Merck & Co., Inc.		1,612,095		178,861,940
Organon & Co.		161,974		4,523,934
Perrigo Co. PLC		83,283		2,839,118
Pfizer, Inc.		3,601,797		184,556,078
Royalty Pharma PLC, Class A		236,767		9,357,032
Viatris, Inc.		780,403		8,685,885
Zoetis, Inc.		300,032		43,969,690
				1,037,944,360
Professional Services — 0.5%
Booz Allen Hamilton Holding Corp., Class A		83,948		8,774,245
CACI International, Inc., Class A(a)		14,644		4,401,840
Clarivate PLC(a)(b)		286,826		2,392,129
CoStar Group, Inc.(a)		256,794		19,845,040
Dun & Bradstreet Holdings, Inc.		149,741		1,835,825
Equifax, Inc.		77,382		15,039,966
FTI Consulting, Inc.(a)(b)		21,648		3,437,702
Jacobs Solutions, Inc.		81,696		9,809,239
KBR, Inc.(b)		87,326		4,610,813
Leidos Holdings, Inc.		85,455		8,989,011
ManpowerGroup, Inc.		31,630		2,631,932
Robert Half International, Inc.(b)		67,679		4,996,741
Science Applications International Corp.(b)		35,280		3,913,610
TransUnion(b)		120,257		6,824,585
Verisk Analytics, Inc.(b)		98,896		17,447,232
				114,949,910
Real Estate Management & Development(a) — 0.1%
CBRE Group, Inc., Class A		200,580		15,436,637
Howard Hughes Corp.(b)		22,290		1,703,402
Jones Lang LaSalle, Inc.		29,751		4,741,417
Opendoor Technologies, Inc.(b)		279,919		324,706
WeWork, Inc., Class A(b)		77,407		110,692
Zillow Group, Inc., Class A(b)		33,710		1,052,089
Zillow Group, Inc., Class C(b)		98,592		3,175,648
				26,544,591
Road & Rail — 1.1%
Avis Budget Group, Inc.(a)(b)		18,720		3,068,770
CSX Corp.		1,338,329		41,461,432
Hertz Global Holdings, Inc.(a)(b)		123,337		1,898,156
JB Hunt Transport Services, Inc.(b)		52,602		9,171,685
Knight-Swift Transportation Holdings, Inc.		99,299		5,204,261
Landstar System, Inc.(b)		23,133		3,768,366

M A S T E R   P O R T F O L I O   S C H E D U L E  O F   I N V E S T M E N T S 27

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares			Value
Road & Rail (continued)
Lyft, Inc., Class A(a)(b)		208,860		$	2,301,637
Norfolk Southern Corp.		147,187			36,269,821
Old Dominion Freight Line, Inc.(b)		63,239			17,945,963
RXO, Inc.(a)		61,561			1,058,849
Ryder System, Inc.(b)		31,534			2,635,296
Schneider National, Inc., Class B		30,004			702,094
Uber Technologies, Inc.(a)		1,222,786			30,239,498
U-Haul Holding Co.		52,729			2,899,040
U-Haul Holding Co.(b)		5,406			325,387
Union Pacific Corp.		391,640			81,096,895
XPO Logistics, Inc.(a)(b)		68,185			2,269,879
			��
					242,317,029
Semiconductors & Semiconductor Equipment — 4.6%
Advanced Micro Devices, Inc.(a)		1,029,287			66,666,919
Allegro MicroSystems, Inc.(a)(b)		41,568			1,247,871
Analog Devices, Inc.(b)		326,934			53,626,984
Applied Materials, Inc.		547,201			53,286,433
Broadcom, Inc.(b)		251,694			140,729,666
Cirrus Logic, Inc.(a)		34,221			2,548,780
Enphase Energy, Inc.(a)		83,329			22,078,852
Entegris, Inc.		93,369			6,124,073
First Solar, Inc.(a)		67,622			10,129,099
Global Foundries, Inc.(a)(b)		40,822			2,199,898
Intel Corp.		2,607,802			68,924,207
KLA Corp.		90,342			34,061,644
Lam Research Corp.		87,181			36,642,174
Lattice Semiconductor Corp.(a)(b)		85,167			5,525,635
Marvell Technology, Inc.(b)		540,377			20,015,564
Microchip Technology, Inc.(b)		338,920			23,809,130
Micron Technology, Inc.		691,876			34,579,963
MKS Instruments, Inc.(b)		36,836			3,121,114
Monolithic Power Systems, Inc.(b)		28,887			10,214,732
NVIDIA Corp.		1,534,691			224,279,743
ON Semiconductor Corp.(a)		276,230			17,228,465
Qorvo, Inc.(a)		64,690			5,863,502
Qualcomm, Inc.		714,059			78,503,646
Skyworks Solutions, Inc.		103,083			9,393,954
Teradyne, Inc.(b)		99,697			8,708,533
Texas Instruments, Inc.		578,290			95,545,074
Universal Display Corp.		26,964			2,913,191
Wolfspeed, Inc.(a)(b)		76,992			5,315,528
					1,043,284,374
Software — 8.6%
Adobe, Inc.(a)		295,889			99,575,525
Alteryx, Inc., Class A(a)		39,880			2,020,720
ANSYS, Inc.(a)		55,375			13,378,046
AppLovin Corp., Class A(a)(b)		133,906			1,410,030
Aspen Technology, Inc.(a)(b)		17,433			3,580,738
Atlassian Corp., Class A(a)(b)		91,696			11,799,441
Autodesk, Inc.(a)		138,610			25,902,051
Bentley Systems, Inc., Class B(b)		106,691			3,943,299
Bill.com Holdings, Inc.(a)(b)		62,947			6,858,705
Black Knight, Inc.(a)		99,891			6,168,269
Cadence Design Systems, Inc.(a)		173,709			27,904,614
CCC Intelligent Solutions Holdings, Inc.(a)(b)		100,713			876,203
Ceridian HCM Holding, Inc.(a)		87,796			5,632,113
Confluent, Inc., Class A(a)(b)		73,974			1,645,182
Coupa Software, Inc.(a)		48,433			3,834,441
Crowdstrike Holdings, Inc., Class A(a)		133,884			14,096,646
Datadog, Inc., Class A(a)		169,027			12,423,485
DocuSign, Inc.(a)		127,587			7,070,872

Security	Shares		Value
Software (continued)
Dolby Laboratories, Inc., Class A(b)		38,321	$	2,703,163
DoubleVerify Holdings, Inc.(a)(b)		47,293		1,038,554
Dropbox, Inc., Class A(a)		173,645		3,886,175
Dynatrace, Inc.(a)		126,099		4,829,592
Elastic NV(a)		51,528		2,653,692
Fair Isaac Corp.(a)		15,211		9,105,000
Five9, Inc.(a)		45,088		3,059,672
Fortinet, Inc.(a)		410,865		20,087,190
Gen Digital, Inc.		352,478		7,553,604
Guidewire Software, Inc.(a)		52,727		3,298,601
HubSpot, Inc.(a)		29,164		8,432,187
Informatica, Inc., Class A(a)(b)		18,554		302,245
Intuit, Inc.		175,611		68,351,313
Jamf Holding Corp.(a)(b)		42,816		911,981
Manhattan Associates, Inc.(a)		39,143		4,751,960
Microsoft Corp.		4,768,338		1,143,542,819
nCino, Inc.(a)(b)		42,161		1,114,737
NCR Corp.(a)(b)		79,246		1,855,149
New Relic, Inc.(a)		34,542		1,949,896
Nutanix, Inc., Class A(a)		143,587		3,740,441
Oracle Corp.(b)		974,100		79,622,934
Palantir Technologies, Inc., Class A(a)		1,171,148		7,518,770
Palo Alto Networks, Inc.(a)(b)		187,269		26,131,516
Paycom Software, Inc.(a)(b)		32,651		10,131,932
Paycor HCM, Inc.(a)(b)		32,514		795,618
Paylocity Holding Corp.(a)		25,666		4,985,877
Pegasystems, Inc.(b)		24,451		837,202
Procore Technologies, Inc.(a)		46,447		2,191,370
PTC, Inc.(a)		67,046		8,048,202
RingCentral, Inc., Class A(a)(b)		55,109		1,950,859
Roper Technologies, Inc.		67,251		29,058,485
Salesforce, Inc.(a)		613,298		81,317,182
SentinelOne, Inc., Class A(a)		128,760		1,878,608
ServiceNow, Inc.(a)		127,593		49,540,534
Smartsheet, Inc., Class A(a)		81,207		3,196,308
Splunk, Inc.(a)		104,431		8,990,465
Synopsys, Inc.(a)		97,081		30,996,993
Teradata Corp.(a)		62,987		2,120,142
Tyler Technologies, Inc.(a)		26,195		8,445,530
UiPath, Inc., Class A(a)(b)		240,799		3,060,555
Unity Software, Inc.(a)(b)		161,397		4,614,340
VMware, Inc., Class A(a)(b)		134,625		16,526,565
Workday, Inc., Class A(a)		127,182		21,281,364
Zoom Video Communications, Inc., Class A(a)		160,784		10,891,508
Zscaler, Inc.(a)(b)		52,901		5,919,622
				1,961,340,832
Specialty Retail — 2.4%
Advance Auto Parts, Inc.		38,621		5,678,446
AutoNation, Inc.(a)		24,067		2,582,389
AutoZone, Inc.(a)		12,095		29,828,447
Bath & Body Works, Inc.(b)		143,207		6,034,743
Best Buy Co., Inc.(b)		128,457		10,303,536
Burlington Stores, Inc.(a)(b)		41,959		8,507,607
CarMax, Inc.(a)(b)		99,758		6,074,265
Carvana Co.(a)(b)		62,123		294,463
Dick’s Sporting Goods, Inc.(b)		32,841		3,950,444
Five Below, Inc.(a)(b)		34,256		6,058,859
Floor & Decor Holdings, Inc., Class A(a)(b)		65,099		4,532,843
GameStop Corp., Class A(a)(b)		176,004		3,249,034
Gap, Inc.(b)		121,344		1,368,760
Home Depot, Inc.(b)		658,459		207,980,860
Leslie’s, Inc.(a)(b)		94,145		1,149,510

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Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Specialty Retail (continued)
Lithia Motors, Inc.(b)		16,956	$	3,471,571
Lowe’s Cos., Inc.		395,736		78,846,441
O’Reilly Automotive, Inc.(a)		39,483		33,324,837
Penske Automotive Group, Inc.(b)		16,349		1,878,991
Petco Health & Wellness Co., Inc.(a)(b)		47,926		454,338
RH(a)(b)		11,973		3,199,066
Ross Stores, Inc.		217,080		25,196,476
TJX Cos., Inc.		739,619		58,873,672
Tractor Supply Co.		70,303		15,816,066
Ulta Beauty, Inc.(a)		32,173		15,091,389
Victoria’s Secret & Co.(a)(b)		49,253		1,762,272
Williams-Sonoma, Inc.(b)		41,644		4,785,728
				540,295,053
Technology Hardware, Storage & Peripherals — 5.7%
Apple, Inc.		9,577,734		1,244,434,979
Dell Technologies, Inc., Class C		160,562		6,457,804
Hewlett Packard Enterprise Co.		818,344		13,060,770
HP, Inc.(b)		642,876		17,274,078
NetApp, Inc.		136,887		8,221,433
Pure Storage, Inc., Class A(a)(b)		176,301		4,717,815
Western Digital Corp.(a)(b)		204,141		6,440,648
				1,300,607,527
Textiles, Apparel & Luxury Goods — 0.7%
Capri Holdings Ltd.(a)		84,673		4,853,456
Carter’s, Inc.(b)		23,015		1,717,149
Columbia Sportswear Co.(b)		23,947		2,097,278
Deckers Outdoor Corp.(a)		16,529		6,597,716
Hanesbrands, Inc.(b)		203,491		1,294,203
Lululemon Athletica, Inc.(a)		71,114		22,783,503
NIKE, Inc., Class B		780,840		91,366,088
PVH Corp.		42,093		2,971,345
Ralph Lauren Corp.(b)		27,235		2,877,923
Skechers USA, Inc., Class A(a)		86,103		3,612,021
Tapestry, Inc.(b)		158,730		6,044,438
Under Armour, Inc., Class A(a)		126,836		1,288,654
Under Armour, Inc., Class C(a)(b)		128,526		1,146,452
VF Corp.(b)		222,539		6,144,302
				154,794,528
Thrifts & Mortgage Finance — 0.0%
MGIC Investment Corp.		181,135		2,354,755
New York Community Bancorp, Inc.		412,697		3,549,194
Rocket Cos., Inc., Class A(b)		81,478		570,346
TFS Financial Corp.(b)		35,153		506,555
UWM Holdings Corp.(b)		64,344		212,979
				7,193,829
Tobacco — 0.7%
Altria Group, Inc.(b)		1,142,456		52,221,664
Philip Morris International, Inc.		987,484		99,943,255
				152,164,919
Trading Companies & Distributors — 0.3%
Air Lease Corp.		63,100		2,424,302

Security	Shares		Value
Trading Companies & Distributors (continued)
Core & Main, Inc., Class A(a)(b)		47,150	$	910,467
Fastenal Co.		366,503		17,342,922
MSC Industrial Direct Co., Inc., Class A		30,370		2,481,229
SiteOne Landscape Supply, Inc.(a)(b)		28,341		3,324,966
United Rentals, Inc.(a)		44,459		15,801,618
Univar Solutions, Inc.(a)		100,479		3,195,232
W.W.Grainger, Inc.		28,732		15,982,175
Watsco, Inc.(b)		20,799		5,187,271
WESCO International, Inc.(a)(b)		28,552		3,574,710
				70,224,892
Water Utilities — 0.1%
American Water Works Co., Inc.		115,841		17,656,485
Essential Utilities, Inc.		145,772		6,957,698
				24,614,183
Wireless Telecommunication Services — 0.2%
T-Mobile U.S., Inc.(a)(b)		379,638		53,149,320
Total Common Stocks — 98.8% (Cost: $15,752,132,418)				22,597,047,148
Investment Companies
Equity Real Estate Investment Trusts (REITs) — 1.0%
iShares Russell 1000 ETF(b)(c)(d)		1,118,686		235,505,777
Total Investment Companies — 1.0% (Cost: $233,714,944)				235,505,777
Total Long-Term Investments — 99.8% (Cost: $15,985,847,362)				22,832,552,925
Short-Term Securities
Money Market Funds — 9.2%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)(e)		1,930,563,164		1,931,142,333
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)(d)		174,719,313		174,719,313
Total Short-Term Securities — 9.2% (Cost: $2,105,047,194)				2,105,861,646
Total Investments — 109.0% (Cost: $18,090,894,556)				24,938,414,571
Liabilities in Excess of Other Assets — (9.0)%				(2,066,735,104	)
Net Assets — 100.0%			$	22,871,679,467

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  Affiliate of the Master Portfolio.

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

^(e)  All or a portion of this security was purchased with the cash collateral from loaned securities.

For Master Portfolio compliance purposes, the Master Portfolio’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.

M A S T E R   P O R T F O L I O   S C H E D U L E  O F   I N V E S T M E N T S 29

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	1,584,757,900	$	346,516,465	(a)	$	—		$	(745,651	)	$	613,619		$	1,931,142,333		1,930,563,164	$	5,298,860	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares		227,588,973		—			(52,869,660	)(a)		—			—			174,719,313		174,719,313		2,615,159			—
BlackRock, Inc.		70,074,216		15,421,009			(2,313,324	)		(554,292	)		(14,867,700	)		67,759,909		95,621		1,700,812			—
iShares Russell 1000 ETF		229,918,183		3,206,019,165			(3,150,132,529	)		(19,552,089	)		(30,746,953	)		235,505,777		1,118,686		2,589,554			—
									$	(20,852,032	)	$	(45,001,034	)	$	2,409,127,332			$	12,204,385		$	—

^(a)  Represents net amount purchased (sold).

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P 400 E-Mini Index		52		03/17/23	$	12,702	$	(276,009	)
S&P 500 E-Mini Index		772		03/17/23		149,035		(4,555,039	)
							$	(4,831,048	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	4,831,048	$	—	$	—	$	—	$	4,831,048

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Master Portfolio Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in net unrealized appreciation (depreciation).

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(21,177,520	)	$	—	$	—	$	—	$	(21,177,520	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(7,408,935	)	$	—	$	—	$	—	$	(7,408,935	)

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Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	167,286,864

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

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	428,482,934	$	—	$	—	$	428,482,934
Air Freight & Logistics		128,054,160		—		—		128,054,160
Airlines		45,371,060		—		—		45,371,060
Auto Components		31,493,393		—		—		31,493,393
Automobiles		277,070,955		—		—		277,070,955
Banks		854,794,859		—		—		854,794,859
Beverages		400,112,782		—		—		400,112,782
Biotechnology		605,769,511		—		—		605,769,511
Building Products		131,491,901		—		—		131,491,901
Capital Markets		746,833,366		—		—		746,833,366
Chemicals		422,514,069		—		—		422,514,069
Commercial Services & Supplies		124,045,912		—		—		124,045,912
Communications Equipment		192,163,548		—		—		192,163,548
Construction & Engineering		37,479,542		—		—		37,479,542
Construction Materials		31,182,211		—		—		31,182,211
Consumer Finance		120,741,415		—		—		120,741,415
Containers & Packaging		83,185,329		—		—		83,185,329
Distributors		31,242,296		—		—		31,242,296
Diversified Consumer Services		16,263,509		—		—		16,263,509
Diversified Financial Services		385,432,336		—		—		385,432,336
Diversified Telecommunication Services		196,937,619		—		—		196,937,619
Electric Utilities		441,043,201		—		—		441,043,201
Electrical Equipment		154,515,408		—		—		154,515,408
Electronic Equipment, Instruments & Components		140,102,047		—		—		140,102,047
Energy Equipment & Services		93,362,096		—		—		93,362,096
Entertainment		307,196,079		—		—		307,196,079
Equity Real Estate Investment Trusts (REITs)		675,199,509		—		—		675,199,509
Food & Staples Retailing		342,670,374		—		—		342,670,374
Food Products		271,605,310		—		—		271,605,310
Gas Utilities		18,464,204		—		—		18,464,204
Health Care Equipment & Supplies		620,514,610		—		—		620,514,610
Health Care Providers & Services		782,496,316		—		—		782,496,316
Health Care Technology		20,535,343		—		—		20,535,343
Hotels, Restaurants & Leisure		478,389,962		—		—		478,389,962
Household Durables		81,915,720		—		—		81,915,720
Household Products		324,622,074		—		—		324,622,074
Independent Power and Renewable Electricity Producers		20,360,826		—		—		20,360,826
Industrial Conglomerates		192,800,947		—		—		192,800,947
Insurance		575,141,050		—		—		575,141,050
Interactive Media & Services		837,254,782		—		—		837,254,782
Internet & Direct Marketing Retail		509,121,270		—		—		509,121,270
IT Services		1,046,264,960		—		—		1,046,264,960
Leisure Products		19,721,668		—		—		19,721,668
Life Sciences Tools & Services		430,682,915		—		—		430,682,915
Machinery		444,147,286		54,645		—		444,201,931
Marine		2,364,090		—		—		2,364,090

M A S T E R   P O R T F O L I O   S C H E D U L E  O F   I N V E S T M E N T S 31

Schedule of Investments  (continued) December 31, 2022 Large Cap Index Master Portfolio

Fair Value Hierarchy as of Period End (continued)

	Level 1			Level 2		Level 3		Total
Common Stocks (continued)
Media	$	198,031,936		$	—	$	—	$	198,031,936
Metals & Mining		122,983,262			—		—		122,983,262
Mortgage Real Estate Investment Trusts (REITs)		15,555,037			—		—		15,555,037
Multiline Retail		106,893,161			—		—		106,893,161
Multi-Utilities		183,119,627			—		—		183,119,627
Oil, Gas & Consumable Fuels		1,078,717,318			—		—		1,078,717,318
Paper & Forest Products		2,640,320			—		—		2,640,320
Personal Products		38,471,741			—		—		38,471,741
Pharmaceuticals		1,037,944,360			—		—		1,037,944,360
Professional Services		114,949,910			—		—		114,949,910
Real Estate Management & Development		26,544,591			—		—		26,544,591
Road & Rail		242,317,029			—		—		242,317,029
Semiconductors & Semiconductor Equipment		1,043,284,374			—		—		1,043,284,374
Software		1,961,340,832			—		—		1,961,340,832
Specialty Retail		540,295,053			—		—		540,295,053
Technology Hardware, Storage & Peripherals		1,300,607,527			—		—		1,300,607,527
Textiles, Apparel & Luxury Goods		154,794,528			—		—		154,794,528
Thrifts & Mortgage Finance		7,193,829			—		—		7,193,829
Tobacco		152,164,919			—		—		152,164,919
Trading Companies & Distributors		70,224,892			—		—		70,224,892
Water Utilities		24,614,183			—		—		24,614,183
Wireless Telecommunication Services		53,149,320			—		—		53,149,320
Investment Companies		235,505,777			—		—		235,505,777
Short-Term Securities
Money Market Funds		2,105,861,646			—		—		2,105,861,646
	$	24,938,359,926		$	54,645	$	—	$	24,938,414,571
Derivative Financial Instruments(a)
Liabilities
Equity Contracts	$	(4,831,048	)	$	—	$	—	$	(4,831,048	)

^(a) Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

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Statement of Assets and Liabilities

December 31, 2022

	Large Cap Index Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	22,529,287,239
Investments, at value — affiliated(c)		2,409,127,332
Cash pledged for futures contracts		9,792,100
Receivables:
Securities lending income — affiliated		465,167
Contributions from investors		254,489,468
Dividends — unaffiliated		20,029,169
Dividends — affiliated		542,062
Variation margin on futures contracts		2,440,643
Prepaid expenses		59,041
Total assets		25,226,232,221
LIABILITIES
Bank overdraft		2,766,618
Collateral on securities loaned		1,933,001,707
Payables:
Investments purchased		418,005,103
Accounting services fees		64,850
Investment advisory fees		570,312
Trustees’ and Officer’s fees		61,727
Other accrued expenses		7,587
Professional fees		74,850
Total liabilities		2,354,552,754
NET ASSETS	$	22,871,679,467
NET ASSETS CONSIST OF
Investors’ capital	$	16,028,990,500
Net unrealized appreciation (depreciation)		6,842,688,967
NET ASSETS	$	22,871,679,467
(a) Investments, at cost — unaffiliated	$	15,707,912,165
(b) Securities loaned, at value	$	1,883,309,948
(c)  Investments, at cost — affiliated	$	2,382,982,391

See notes to financial statements.

M A S T E R   P O R T F O L I O   F I N A N C I A L   S T A T E M E N T S 33

Statement of Operations

Year Ended December 31, 2022

	Large Cap Index Master Portfolio
INVESTMENT INCOME
Dividends — unaffiliated	$	354,184,271
Dividends — affiliated		6,907,483
Interest — unaffiliated		96,759
Securities lending income — affiliated — net		5,296,902
Foreign taxes withheld		(64,734	)
Total investment income		366,420,681
EXPENSES
Investment advisory		6,873,547
Custodian		344,174
Trustees and Officer		244,551
Professional		92,877
Printing and postage		7,281
Miscellaneous		177,176
Total expenses		7,739,606
Less:
Fees waived and/or reimbursed by the Manager		(179,798	)
Total expenses after fees waived and/or reimbursed		7,559,808
Net investment income		358,860,873
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss from:
Investments — unaffiliated		(264,656,105	)
Investments — affiliated		(20,852,032	)
Futures contracts		(21,177,520	)
		(306,685,657	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(4,884,531,040	)
Investments — affiliated		(45,001,034	)
Futures contracts		(7,408,935	)
		(4,936,941,009	)
Net realized and unrealized loss		(5,243,626,666	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,884,765,793	)

See notes to financial statements.

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Statements of Changes in Net Assets

	Large Cap Index Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	358,860,873		$	293,981,025
Net realized gain (loss)		(306,685,657	)		164,213,243
Net change in unrealized appreciation (depreciation)		(4,936,941,009	)		4,701,713,975
Net increase (decrease) in net assets resulting from operations		(4,884,765,793	)		5,159,908,243
CAPITAL TRANSACTIONS
Proceeds from contributions		5,876,789,557			3,037,786,941
Value of withdrawals		(2,485,769,249	)		(3,164,855,949	)
Net increase (decrease) in net assets derived from capital transactions		3,391,020,308			(127,069,008	)
NET ASSETS
Total increase (decrease) in net assets		(1,493,745,485	)		5,032,839,235
Beginning of year		24,365,424,952			19,332,585,717
End of year	$	22,871,679,467		$	24,365,424,952

See notes to financial statements.

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Financial Highlights

	Large Cap Index Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return		(19.09	)%		26.42	%		20.89	%		31.33	%		(4.81	)%
Ratios to Average Net Assets(a)
Total expenses		0.03	%		0.03	%		0.04	%		0.03	%		0.04	%
Total expenses after fees waived and/or reimbursed		0.03	%		0.03	%		0.03	%		0.03	%		0.03	%
Net investment income		1.57	%		1.32	%		1.76	%		1.92	%		1.97	%
Supplemental Data
Net assets, end of year (000)	$	22,871,679		$	24,365,425		$	19,332,586		$	15,141,734		$	10,279,955
Portfolio turnover rate		22	%		17	%		14	%		10	%		12	%

^(a) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

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Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. Large Cap Index Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Master Portfolio is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

Foreign Taxes: The Master Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Master Portfolio invests. These foreign taxes, if any, are paid by the Master Portfolio and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2022, if any, are disclosed in the Statement of Assets and Liabilities.

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

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 MIP (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio 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 Master Portfolio’s assets and liabilities:

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

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

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Notes to Financial Statements  (continued)

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the New York Stock Exchange (“NYSE”). Each business day, the Master Portfolio uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the 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 Master Portfolio has the ability to access;

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

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

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Notes to Financial Statements  (continued)

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Barclays Bank PLC	$	320,152,546	$	(320,152,546	)	$	—		$	—
Barclays Capital, Inc.		50,051,965		(50,051,965	)		—			—
BMO Capital Markets Corp.		483,259		(483,259	)		—			—
BNP Paribas SA		209,577,061		(209,577,061	)		—			—
BofA Securities, Inc.		295,600,854		(295,600,854	)		—			—
Citadel Clearing LLC		23,482,324		(23,482,324	)		—			—
Credit Suisse Securities (USA) LLC		68,686		(68,686	)		—			—
Goldman Sachs & Co. LLC		155,301,593		(155,301,593	)		—			—
HSBC Bank PLC		37,863,833		(37,863,833	)		—			—
ING Financial Markets LLC		706		(706	)		—			—
J.P. Morgan Securities LLC		196,993,559		(196,993,559	)		—			—
Jefferies LLC		7,269,724		(7,269,724	)		—			—
Mizuho Securities USA LLC		8,841,840		(8,841,840	)		—			—
Morgan Stanley		172,981,505		(172,981,505	)		—			—
Natixis SA		4,215,087		(4,215,087	)		—			—
Nomura Securities International, Inc.		302,779		(302,779	)		—			—
RBC Capital Markets LLC		100,474,458		(100,474,458	)		—			—
Scotia Capital (USA), Inc.		56,117,098		(56,117,098	)		—			—
SG Americas Securities LLC		86,267,779		(86,267,779	)		—			—
State Street Bank & Trust Co.		4,913,403		(4,913,403	)		—			—
Toronto-Dominion Bank		37,668,405		(37,668,405	)		—			—
UBS AG		52,726,960		(52,726,960	)		—			—
UBS Securities LLC		47,634,981		(47,634,981	)		—			—
Virtu Americas LLC		797,844		(797,844	)		—			—
Wells Fargo Bank N.A		7,615,927		(7,615,927	)		—			—
Wells Fargo Securities LLC		5,905,772		(5,905,772	)		—			—
	$	1,883,309,948	$	(1,883,309,948	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

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

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

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Notes to Financial Statements  (continued)

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.03% of the average daily value of the Master Portfolio’s net assets.

BlackRock Advisors, LLC (“BAL”) is not entitled to compensation for providing administrative services to the Master Portfolio, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolio.

Expense Waivers and Reimbursements: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amounts waived were $117,999.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the Manager waived $61,799 in investment advisory fees pursuant to this arrangement.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 81% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $1,965,410 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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 year ended December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Master Portfolio are directors and/or officers of BlackRock or its affiliates.

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Notes to Financial Statements  (continued)

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
Large Cap Index Master Portfolio	$	851,997,251	$	246,959,024	$	(86,346,317)

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term securities, were $8,725,515,234 and $4,936,718,009, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

As of December 31, 2022, 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:

Master Portfolio Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Large Cap Index Master Portfolio	$	18,771,525,269	$	7,704,241,689	$	(1,537,352,387	)	$	6,166,889,302

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

BFA uses a “passive” or index approach to try to achieve the Master Portfolio’s investment objective following the securities included in its underlying index during upturns as well as downturns. BFA does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by BFA.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

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Notes to Financial Statements  (continued)

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

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

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

11. SUBSEQUENT EVENTS

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

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of Large Cap Index Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Large Cap Index Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

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Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds III and Master Investment Portfolio (the “Trusts”) have adopted and implemented a liquidity risk management program (the “Program”) for iShares Russell 1000 Large-Cap Index Fund and Large Cap Index Master Portfolio (the “Funds”), each a series of the respective Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trusts, on behalf of the Funds, met on November 8-9, 2022 (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 each 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 each 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, 2021 through September 30, 2022 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each 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 each 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 each 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 each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each 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 each 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.

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Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

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Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

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Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
		Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None
(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.
(c)  In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.
(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust/MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.
(e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

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Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
(b) Officers of the Trust/MIP serve at the pleasure of the Board.

Further information about the Trust’s/MIP’s Trustees and Officers is available in the Trust’s/MIP’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust/MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust/MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust/MIP.

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Additional Information

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund/Master Portfolio 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/Master Portfolio 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/Master Portfolio file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s/Master Portfolio’s Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, the Fund/Master Portfolio makes their 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/Master Portfolio use to determine how to vote proxies relating to portfolio securities and information about how the Fund/Master Portfolio voted proxies relating to securities held in the Fund’s/Master Portfolio’s portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

A D D I T I O N A L  I N F O R M A T I O N 49

Additional Information  (continued)

BlackRock Privacy Principles (continued)

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/or MIP Service Providers

Investment Adviser

BlackRock Fund Advisors

San Francisco, CA 94105

Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Distributor

BlackRock Investments, LLC

New York, NY 10022

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Philadelphia, PA 19103

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust/MIP

400 Howard Street

San Francisco, CA 94105

50 2 0 2 2   B L A C K R O C K   A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Glossary of Terms Used in this Report

Portfolio Abbreviation
ETF	Exchange-Traded Fund
MSCI	Morgan Stanley Capital International
REIT	Real Estate Investment Trust
S&P	Standard & Poor’s

G L O S S A R Y  O F  T E R M S  U S E D  I N  T H I S  R E P O R T 51

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.

LCI-12/22-AR

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

·  iShares S&P 500 Index Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee  

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month			12-Month
U.S. large cap equities (S&P 500® Index)		2.31	%		(18.11	)%
U.S. small cap equities (Russell 2000® Index)		3.91			(20.44	)
International equities (MSCI Europe, Australasia, Far East Index)		6.36			(14.45	)
Emerging market equities (MSCI Emerging Markets Index)		(2.99	)		(20.09	)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)		1.32			1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)		(5.58	)		(16.28	)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)		(2.97	)		(13.01	)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)		0.50			(8.53	)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)		3.50			(11.18	)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS   PAGE   IS   NOT   PART   OF   YOUR   FUND   REPORT

Table of Contents

	Page
The Markets in Review	2
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	6
Derivative Financial Instruments	7
Fund Financial Statements:
Fund Statement of Assets and Liabilities	8
Fund Statement of Operations	10
Fund Statements of Changes in Net Assets	11
Fund Financial Highlights	12
Fund Notes to Financial Statements	18
Fund Report of Independent Registered Public Accounting Firm	22
Important Tax Information	23
Master Portfolio Information	24
Master Portfolio Financial Statements:
Master Portfolio Schedule of Investments	25
Master Portfolio Statement of Assets and Liabilities	33
Master Portfolio Statement of Operations	34
Master Portfolio Statements of Changes in Net Assets	35
Master Portfolio Financial Highlights	36
Master Portfolio Notes to Financial Statements	37
Master Portfolio Report of Independent Registered Public Accounting Firm	43
Statement Regarding Liquidity Risk Management Program	44
Trustee and Officer Information	45
Additional Information	49
Glossary of Terms Used in this Report	51

3

Fund Summaryas of  December 31, 2022 iShares S&P 500 Index Fund

Investment Objective

iShares S&P 500 Index Fund’s (the “Fund”) investment objective is to seek to provide investment results that correspond to the total return performance of publicly-traded common stocks in the aggregate, as represented by the Standard & Poor’s 500^® Index (“S&P 500^® Index”).

Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended December 31, 2022, the Fund’s Institutional Shares returned (18.18)%, Service Shares returned (18.28)%, Investor A Shares returned (18.39)%, Class G Shares returned (18.12)%, Class K Shares returned (18.13)%, and Investor P Shares returned (18.40)%. The benchmark S&P 500^® Index returned (18.11)% for the same period.

Returns for the Fund’s respective share classes differ from the benchmark index based on individual share-class expenses. The Fund invests all of its assets in S&P 500 Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio.

Describe the market environment.

Geopolitical tension after the Russian invasion of Ukraine in February 2022 fueled existing concerns over rising inflation, interest rate hikes, and rallying commodity prices. On the other hand, economic data in the United States remained strong with robust employment numbers and corporate earnings results. This provided comfort to investors but added to U.S. policy makers challenges. Investors were concerned that the Fed may dampen growth in an effort to get inflation under control.

Commodity prices spiked in the first quarter of 2022 and pushed expectations for a higher inflation rate. The Fed hiked the interest rate by 25 basis points and signaled hikes at all six-remaining meetings for the year in efforts to tackle the highest inflation rate in four decades.

Concerns about high inflation, growth outlook and recession fears increased in the United States during the second quarter. While the unemployment rate remained low and wage growth strong, consumer sentiment went down as consumers struggled with higher prices and borrowing costs. The increased expectation of an interest rate hike weighed down on U.S. equity market valuations.

As the Fed continued to grapple with inflation, their messaging evolved over the second quarter 2022. Initially, Chairman Jerome Powell adopted a more hawkish tone stating that they would not hesitate to raise interest rates beyond neutral to achieve its inflation target and would be willing to accept an increase in unemployment rate. But as risks to growth increased over the quarter and recession fears intensified, the number and magnitude of future rate hikes beyond July 2022 remained unclear.

The U.S. equity market rallied in July 2022 on the back of softened tone from the Fed signaling slower rate rise in 2023. However, the Fed’s hawkish tone later in the quarter at the Jackson Hole conference reaffirmed its commitment to fighting inflation. In their battle against high inflation rate, the U.S. congress passed a new bill which aimed to reduce inflation by curbing the deficit.

U.S. economic data showed a decline in growth over the first two quarters of the year, but other economic data released over the quarter highlighted the resilience of the U.S. economy. The labor market added 315,000 payroll jobs across the economy generating considerable household income gains.

The U.S. equity market rallied over the fourth quarter, despite tighter monetary policy. It posted positive returns in October and November 2022 while contractionary monetary policy targeted a higher inflation rate. The Fed reiterated their plan in December 2022 to continue tightening monetary policy as inflation remained well above target. Market performance dampened in December 2022.

In the fourth quarter of 2022, from a Global Industry Classification Standard sector perspective, energy (+65.72)%, utilities (+1.57)%, and consumer staples (-0.62)% were among the best performers. Information technology (-28.14)%, consumer discretionary (-37.03)%, and communication services (-39.89)% were among the worst performers.

Describe recent portfolio activity.

During the 12-month period, as changes were made to the composition of the S&P 500^® Index, the Master Portfolio purchased and sold securities to maintain its objective of replicating the risks and return of the benchmark index.

Describe portfolio positioning at period end.

The Master Portfolio remains positioned to match the risk characteristics of its benchmark index, irrespective of the market’s future direction.

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

4 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Fund Summaryas of December 31, 2022(continued) iShares S&P 500 Index Fund

GROWTH OF $10,000 INVESTMENT

^(a)  Assuming transaction costs and other operating expenses, including investment advisory fees.

^(b)  The Fund is a “feeder” fund that invests all of its assets in the Master Portfolio. Under normal circumstances, at least 90% of the value of the Master Portfolio assets, plus the amount of any borrowing for investment purposes, is invested in securities comprising the S&P 500^® Index.

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

Performance

	Average Annual Total Returns(a)
	1 Year						5 Years						10 Years
	Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(18.18	)%		N/A			9.33	%		N/A			12.44	%		N/A
Service		(18.28	)		N/A			9.20			N/A			12.30			N/A
Investor A		(18.39	)		N/A			9.06			N/A			12.16			N/A
Investor P		(18.40	)		(22.68	)%		9.06			7.89	%		12.16			11.56	%
Class G		(18.12	)		N/A			9.42			N/A			12.52			N/A
Class K		(18.13	)		N/A			9.41			N/A			12.52			N/A
S&P 500® Index		(18.11	)		N/A			9.42			N/A			12.56			N/A

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

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

Past performance is not an indication of future results.

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

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (07/01/22)	Ending Account Value (12/31/22)	Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)	Ending Account Value (12/31/22)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$       1,000.00	$      1,022.60	$         0.51			$       1,000.00	$       1,024.70	$         0.51		0.10	%
Service		1,000.00	1,021.90	1.12			1,000.00	1,024.10	1.12		0.22
Investor A		1,000.00	1,021.30	1.78			1,000.00	1,023.44	1.79		0.35
Investor P		1,000.00	1,021.30	1.78			1,000.00	1,023.44	1.79		0.35
Class G		1,000.00	1,023.00	0.05			1,000.00	1,025.16	0.05		0.01
Class K		1,000.00	1,022.90	0.15			1,000.00	1,025.05	0.15		0.03

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master Portfolio, the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

FUND  SUMMARY 5

About Fund Performance iShares S&P 500 Index Fund

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. Prior to April 11, 2013, Class K Shares were an undesignated share class of the Fund. Institutional Shares performance shown prior to the Institutional Shares inception date of April 10, 2013 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Institutional Shares fees.

Service Shares are not subject to any sales charge. These shares are subject to a service fee of 0.15% per year (but no distribution fee) and are only available to certain eligible investors. Service Shares performance shown prior to the Service Shares inception date of April 19, 2013 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Service Shares fees.

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. These shares are generally available through financial intermediaries. Investor A Shares performance shown prior to the Investor A Shares inception date of April 10, 2013 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Investor A Shares fees.

Investor P Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemption of these shares may be subject to a CDSC where no initial sales charge was paid at the time of purchase. These shares are only available to investors purchasing shares through registered representatives of an insurance company’s broker-dealer that has entered into an agreement with the Fund’s distributor to offer such shares. Investor P Shares performance shown prior to the Investor P Shares inception date of August 6, 2018 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Investor P Shares fees.

Class G Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to investors on eligible platforms. Class G Shares performance shown prior to the Class G Shares inception date of July 1, 2019 is that of Class K Shares (which have no distribution or service 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 “Administrator”), the Fund’s administrator, 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 Administrator 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 Administrator is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example 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.

6 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Derivative Financial Instruments iShares S&P 500 Index Fund

The S&P 500 Index Master Portfolio (the “Master Portfolio”) may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Master Portfolio must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Master Portfolio’s investments in these instruments, if any, are discussed in detail in the Master Portfolio Notes to Financial Statements.

DERIVATIVE   FINANCIAL   INSTRUMENTS 7

Statement of Assets and Liabilities

December 31, 2022

	iShares S&P 500 Index Fund
ASSETS
Investments, at value — Master Portfolio	$	29,062,420,441
Receivables:
Capital shares sold		92,902,151
Withdrawals from the Master Portfolio		59,459,673
Total assets		29,214,782,265
LIABILITIES
Payables:
Administration fees		867,609
Capital shares redeemed		152,361,824
Professional fees		14,059
Service and distribution fees		834,885
Total liabilities		154,078,377
NET ASSETS	$	29,060,703,888
NET ASSETS CONSIST OF
Paid-in capital	$	16,306,216,749
Accumulated earnings		12,754,487,139
NET ASSETS	$	29,060,703,888

8 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities  (continued)

December 31, 2022

	iShares S&P 500 Index Fund
NET ASSET VALUE
Institutional
Net assets	$	4,569,114,940
Shares outstanding		10,156,576
Net asset value	$	449.87
Shares authorized		Unlimited
Par value		No par value
Service
Net assets	$	494,070,393
Shares outstanding		1,098,365
Net asset value	$	449.82
Shares authorized		Unlimited
Par value		No par value
Investor A
Net assets	$	2,216,470,255
Shares outstanding		4,926,909
Net asset value	$	449.87
Shares authorized		Unlimited
Par value		No par value
Investor P
Net assets	$	1,288,232,951
Shares outstanding		2,866,305
Net asset value	$	449.44
Shares authorized		Unlimited
Par value		No par value
Class G
Net assets	$	9,828,084,372
Shares outstanding		21,842,860
Net asset value	$	449.94
Shares authorized		Unlimited
Par value		No par value
Class K
Net assets	$	10,664,730,977
Shares outstanding		23,701,562
Net asset value	$	449.96
Shares authorized		Unlimited
Par value		No par value

See notes to financial statements.

FUND   FINANCIAL   STATEMENTS 9

Statement of Operations

Year Ended December 31, 2022

	iShares S&P 500 Index Fund
INVESTMENT INCOME
Net investment income allocated from the Master Portfolio:
Dividends — unaffiliated	$	476,182,459
Dividends — affiliated		7,400,096
Securities lending income — affiliated — net		519,512
Foreign taxes withheld		(2,392,796	)
Expenses		(3,273,230	)
Fees waived		386,375
Total investment income		478,822,416
FUND EXPENSES
Administration — class specific		10,520,058
Service — class specific		10,234,410
Professional		13,449
Miscellaneous		11,010
Total expenses		20,778,927
Less:
Fees waived and/or reimbursed by the Administrator		(13,449	)
Total expenses after fees waived and/or reimbursed		20,765,478
Net investment income		458,056,938
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM THE MASTER PORTFOLIO
Net realized gain (loss) from:
Investments — unaffiliated		(58,422,643	)
Investments — affiliated		(7,515,723	)
Futures contracts		(5,526,869	)
		(71,465,235	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(6,473,834,277	)
Investments — affiliated		(43,367,818	)
Futures contracts		(7,243,912	)
		(6,524,446,007	)
Net realized and unrealized loss		(6,595,911,242	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,137,854,304)

See notes to financial statements.

10 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statements of Changes in Net Assets

	iShares S&P 500 Index Fund
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	458,056,938		$	398,940,483
Net realized gain (loss)		(71,465,235	)		277,570,880
Net change in unrealized appreciation (depreciation)		(6,524,446,007	)		6,884,966,015
Net increase (decrease) in net assets resulting from operations		(6,137,854,304	)		7,561,477,378
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(86,713,610	)		(92,321,474	)
Service		(8,133,664	)		(9,859,969	)
Investor A		(37,399,661	)		(44,239,611	)
Investor P		(21,734,441	)		(25,621,646	)
Class G		(189,518,086	)		(187,155,415	)
Class K		(210,213,665	)		(235,557,043	)
Return of capital
Institutional		(33,335	)		—
Service		(3,288	)		—
Investor A		(16,629	)		—
Investor P		(9,712	)		—
Class G		(67,621	)		—
Class K		(76,949	)		—
Decrease in net assets resulting from distributions to shareholders		(553,920,661	)		(594,755,158	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from capital share transactions		1,884,391,895			468,263,812
NET ASSETS
Total increase (decrease) in net assets		(4,807,383,070	)		7,434,986,032
Beginning of year		33,868,086,958			26,433,100,926
End of year	$	29,060,703,888		$	33,868,086,958

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

See notes to financial statements.

FUND   FINANCIAL   STATEMENTS 11

Financial Highlights

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund
	Institutional
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	560.36		$	444.18		$	382.63		$	297.40		$	318.31
Net investment income(a)		7.27			6.59			6.59			6.46			6.03
Net realized and unrealized gain (loss)		(109.03	)		119.44			62.05			86.13			(19.72	)
Net increase (decrease) from investment operations		(101.76	)		126.03			68.64			92.59			(13.69	)
Distributions(b)
From net investment income		(7.25	)		(6.65	)		(6.60	)		(7.36	)		(5.82	)
From net realized gain		(1.48	)		(3.20	)		(0.49	)		—			(1.40	)
Return of capital		(0.00	)(c)		—			—			—			—
Total distributions		(8.73	)		(9.85	)		(7.09	)		(7.36	)		(7.22	)
Net asset value, end of year	$	449.87		$	560.36		$	444.18		$	382.63		$	297.40
Total Return(d)
Based on net asset value		(18.18	)%		28.56	%		18.34	%		31.35	%		(4.45	)%
Ratios to Average Net Assets(e)(f)(g)
Total expenses		0.10	%		0.10	%		0.10	%		0.10	%		0.11	%
Total expenses after fees waived and/or reimbursed		0.10	%		0.10	%		0.10	%		0.10	%		0.11	%
Net investment income		1.51	%		1.30	%		1.73	%		1.87	%		1.84	%
Supplemental Data
Net assets, end of year (000)	$	4,569,115		$	5,536,376		$	4,143,093		$	3,950,956		$	3,660,724
Portfolio turnover rate of the Master Portfolio		13	%		6	%		5	%		3	%		12	%

^(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)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(f) Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

12 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund (continued)
	Service
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	560.30		$	444.13		$	382.60		$	297.38		$	318.29
Net investment income(a)		6.68			5.98			6.10			6.06			5.64
Net realized and unrealized gain (loss)		(108.99	)		119.41			62.12			86.10			(19.73	)
Net increase (decrease) from investment operations		(102.31	)		125.39			68.22			92.16			(14.09	)
Distributions(b)
From net investment income		(6.69	)		(6.02	)		(6.20	)		(6.94	)		(5.42	)
From net realized gain		(1.48	)		(3.20	)		(0.49	)		—			(1.40	)
Return of capital		(0.00	)(c)		—			—			—			—
Total distributions		(8.17	)		(9.22	)		(6.69	)		(6.94	)		(6.82	)
Net asset value, end of year	$	449.82		$	560.30		$	444.13		$	382.60		$	297.38
Total Return(d)
Based on net asset value		(18.28	)%		28.40	%		18.21	%		31.20	%		(4.57	)%
Ratios to Average Net Assets(e)(f)(g)
Total expenses		0.22	%		0.22	%		0.22	%		0.22	%		0.23	%
Total expenses after fees waived and/or reimbursed		0.22	%		0.22	%		0.22	%		0.22	%		0.23	%
Net investment income		1.39	%		1.19	%		1.58	%		1.75	%		1.72	%
Supplemental Data
Net assets, end of year (000)	$	494,070		$	523,050		$	584,228		$	334,402		$	318,651
Portfolio turnover rate of the Master Portfolio		13	%		6	%		5	%		3	%		12	%

^(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) Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(f)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 13

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund (continued)
	Investor A
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year	$	560.31		$	444.11		$	382.52		$	297.33		$	318.23
Net investment income(a)		6.03			5.32			5.66			5.61			5.22
Net realized and unrealized gain (loss)		(108.95	)		119.41			62.03			86.07			(19.72	)
Net increase (decrease) from investment operations		(102.92	)		124.73			67.69			91.68			(14.50	)
Distributions(b)
From net investment income		(6.04	)		(5.33	)		(5.61	)		(6.49	)		(5.00	)
From net realized gain		(1.48	)		(3.20	)		(0.49	)		—			(1.40	)
Return of capital		(0.00	)(c)		—			—			—			—
Total distributions		(7.52	)		(8.53	)		(6.10	)		(6.49	)		(6.40	)
Net asset value, end of year	$	449.87		$	560.31		$	444.11		$	382.52		$	297.33
Total Return(d)
Based on net asset value		(18.39	)%		28.23	%		18.04	%		31.02	%		(4.68	)%
Ratios to Average Net Assets(e)(f)(g)
Total expenses		0.35	%		0.35	%		0.35	%		0.35	%		0.36	%
Total expenses after fees waived and/or reimbursed		0.35	%		0.35	%		0.35	%		0.35	%		0.36	%
Net investment income		1.25	%		1.06	%		1.49	%		1.62	%		1.60	%
Supplemental Data
Net assets, end of year (000)	$	2,216,470		$	2,806,390		$	2,579,349		$	2,667,724		$	2,160,098
Portfolio turnover rate of the Master Portfolio		13	%		6	%		5	%		3	%		12	%

^(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) Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(f) Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

14 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund (continued)
	Investor P
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Period from 08/06/18 to 12/31/18	(a)
Net asset value, beginning of period	$	559.78		$	443.73		$	382.22		$	297.10		$	339.48
Net investment income(b)		6.02			5.32			5.64			5.61			2.20
Net realized and unrealized gain (loss)		(108.84	)		119.30			62.00			86.00			(40.58	)
Net increase (decrease) from investment operations		(102.82	)		124.62			67.64			91.61			(38.38	)
Distributions(c)
From net investment income		(6.04	)		(5.37	)		(5.64	)		(6.49	)		(2.89	)
From net realized gain		(1.48	)		(3.20	)		(0.49	)		—			(1.11	)
Return of capital		(0.00	)(d)		—			—			—			—
Total distributions		(7.52	)		(8.57	)		(6.13	)		(6.49	)		(4.00	)
Net asset value, end of period	$	449.44		$	559.78		$	443.73		$	382.22		$	297.10
Total Return(e)
Based on net asset value		(18.40	)%		28.23	%		18.05	%		31.02	%		(11.38	)%(f)
Ratios to Average Net Assets(g)(h)(i)
Total expenses		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%(j)
Total expenses after fees waived and/or reimbursed		0.35	%		0.35	%		0.35	%		0.35	%		0.35	%(j)
Net investment income		1.25	%		1.05	%		1.48	%		1.62	%		1.68	%(j)
Supplemental Data
Net assets, end of period (000)	$	1,288,233		$	1,667,178		$	1,387,865		$	1,278,339		$	1,064,145
Portfolio turnover rate of the Master Portfolio		13	%		6	%		5	%		3	%		12	%

^(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 $(0.005) per share.

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

^(f) Not annualized.

^(g) Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

⁽ⁱ⁾ Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(j)  Annualized.

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 15

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund (continued)
		Class G
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Period from 07/01/19 to 12/31/19	(a)
Net asset value, beginning of period	$	560.47		$	444.26		$	382.71		$	351.81
Net investment income(b)		7.68			7.04			6.93			3.41
Net realized and unrealized gain (loss)		(109.05	)		119.45			62.05			31.80
Net increase (decrease) from investment operations		(101.37	)		126.49			68.98			35.21
Distributions(c)
From net investment income		(7.68	)		(7.08	)		(6.94	)		(4.31	)
From net realized gain		(1.48	)		(3.20	)		(0.49	)		—
Return of capital		(0.00	)(d)		—			—			—
Total distributions		(9.16	)		(10.28	)		(7.43	)		(4.31	)
Net asset value, end of period	$	449.94		$	560.47		$	444.26		$	382.71
Total Return(e)
Based on net asset value		(18.12	)%		28.67	%		18.45	%		10.07	%(f)
Ratios to Average Net Assets(g)(h)(i)
Total expenses		0.01	%		0.01	%		0.01	%		0.01	%(j)
Total expenses after fees waived and/or reimbursed		0.01	%		0.01	%		0.01	%		0.01	%(j)
Net investment income		1.60	%		1.39	%		1.82	%		1.89	%(j)
Supplemental Data
Net assets, end of period (000)	$	9,828,084		$	10,447,837		$	7,378,823		$	5,796,331
Portfolio turnover rate of the Master Portfolio		13	%		6	%		5	%		3	%

^(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 $(0.005) per share.

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

^(f)  Not annualized.

^(g) Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

⁽ⁱ⁾ Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(j)  Annualized.

See notes to financial statements.

16 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares S&P 500 Index Fund (continued)
	Class K
	Year Ended 12/31/22				Year Ended December 31,
					2021			2020			2019			2018
Net asset value, beginning of year		$	560.49		$	444.27		$	382.72		$	297.46		$	318.37
Net investment income(a)			7.58			6.94			6.86			6.74			6.29
Net realized and unrealized gain (loss)			(109.04	)		119.47			62.05			86.12			(19.76	)
Net increase (decrease) from investment operations			(101.46	)		126.41			68.91			92.86			(13.47	)
Distributions(b)
From net investment income			(7.59	)		(6.99	)		(6.87	)		(7.60	)		(6.04	)
From net realized gain			(1.48	)		(3.20	)		(0.49	)		—			(1.40	)
Return of capital			(0.00	)(c)		—			—			—			—
Total distributions			(9.07	)		(10.19	)		(7.36	)		(7.60	)		(7.44	)
Net asset value, end of year		$	449.96		$	560.49		$	444.27		$	382.72		$	297.46
Total Return(d)
Based on net asset value			(18.13	)%		28.65	%		18.42	%		31.44	%		(4.38	)%
Ratios to Average Net Assets(e)(f)(g)
Total expenses			0.03	%		0.03	%		0.03	%		0.03	%		0.04	%
Total expenses after fees waived and/or reimbursed			0.03	%		0.03	%		0.03	%		0.03	%		0.04	%
Net investment income			1.57	%		1.37	%		1.80	%		1.96	%		1.92	%
Supplemental Data
Net assets, end of year (000)		$	10,664,731		$	12,887,257		$	10,359,743		$	8,471,585		$	9,375,051
Portfolio turnover rate of the Master Portfolio			13	%		6	%		5	%		3	%		12	%

^(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)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

^(f) Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 17

Notes to Financial Statements  

1. ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. iShares S&P 500 Index Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund seeks to achieve its investment objective by investing all of its assets in S&P 500 Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio (“MIP”) and an affiliate of the Trust, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s proportionate interest in the net assets of the Master Portfolio. The performance of the Fund is directly affected by the performance of the Master Portfolio. At December 31, 2022, the percentage of the Master Portfolio owned by the Fund was 98.4%. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional, Service and Class K Shares are sold only to certain eligible investors. Service, Investor A, and Investor P Shares bear certain expenses related to shareholder servicing of such shares. Investor A Shares are generally available through financial intermediaries. Investor P Shares are only available through registered representatives of an insurance company’s broker-dealer that has entered into an agreement with the Fund’s distributor to offer such shares. Class G Shares are available only to investors on eligible platforms. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge		CDSC			Conversion Privilege
Institutional, Service, Investor A, Class K and Class G Shares		No		No			None
Investor P Shares		Yes		No	(a)		None

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

The Board of Trustees of the Trust and Board of Trustees of MIP are referred to throughout this report as the “Board” and the members are referred to as “Trustees.”

The Fund, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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, contributions to and withdrawals from the Master Portfolio are accounted for on a trade date basis. The Fund records its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. Realized and unrealized gains and losses are adjusted utilizing partnership tax allocation rules. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend 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.

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 BlackRock Advisors, LLC (“BAL” or the “Administrator”), 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 policy is to value its financial instruments at fair value. The Fund records its investment in the Master Portfolio at fair value based on the Fund’s proportionate interest in the net assets of the Master Portfolio. Valuation of securities held by the Master Portfolio is discussed in Note 3 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

4. ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with BAL, an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Fund’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and

18 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

certain other expenses which are borne by the Fund. BAL is entitled to receive for these administrative services an annual fee based on the average daily net assets of the Fund as follows:

	Institutional			Service			Investor A			Investor P			Class G			Class K
Administration fees - class specific		0.09	%		0.06	%		0.09	%		0.09	%		0.0025	%		0.02	%

From time to time, BAL may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Fund and, accordingly, have a favorable impact on its performance. BAL may delegate certain of its administration duties to sub-administrators.

The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Fund’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Fund. BAL has contractually agreed to reimburse the Fund or provide an offsetting credit against the administration fees paid by the Fund in an amount equal to these independent expenses through June 30, 2023. The amount waived is included in fees waived and/or reimbursed by the Administrator in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $13,449.

For the year ended December 31, 2022, the following table shows the class specific administration fees borne directly by each share class of the Fund:

	Institutional		Service		Investor A		Investor P		Class G		Class K		Total
Administration fees — class specific	$	4,337,648	$	285,258	$	2,163,880	$	1,263,776	$	244,418	$	2,225,078	$	10,520,058

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 Administrator. 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:

Share Class	Service Fees
Service		0.15	%
Investor A		0.25
Investor P		0.25

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 year ended December 31, 2022, the following table shows the class specific service fees borne directly by each share class of the Fund:

	Service		Investor A		Investor P		Total
Service fees — class specific	$	713,145	$	6,010,776	$	3,510,489	$	10,234,410

Other Fees: For the year ended December 31, 2022, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor P Shares for a total of $90,839.

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 year ended December 31, 2022, 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.

5. INCOME TAX INFORMATION

It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no 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 December 31, 2022, 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.

FUND   NOTES   TO   FINANCIAL   STATEMENTS 19

Notes to Financial Statements  (continued)

The tax character of distributions paid was as follows:

Fund Name	Year Ended 12/31/22		Year Ended 12/31/21
iShares S&P 500 Index Fund
Ordinary income	$	469,442,204	$	465,174,493
Long-term capital gains		84,270,923		129,580,665
Return of capital		207,534		—
	$	553,920,661	$	594,755,158

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

Fund Name	Net Unrealized Gains (Losses)(a)		Qualified Late-Year Losses(b)			Total
iShares S&P 500 Index Fund	$	12,760,143,349	$	(5,656,210	)	$	12,754,487,139

^(a) The difference between book-basis and tax-basis net unrealized gains was attributable primarily to the timing and recognition of partnership income.

^(b)  The Fund has elected to defer certain qualified late-year losses and recognize such losses in the next taxable year.

6. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
iShares S&P 500 Index Fund
Institutional
Shares sold		5,030,295		$	2,411,810,038			3,428,456		$	1,752,240,643
Shares issued in reinvestment of distributions		183,886			84,850,741			172,207			89,763,610
Shares redeemed		(4,937,688	)		(2,388,994,841	)		(3,048,036	)		(1,514,143,662	)
		276,493		$	107,665,938			552,627		$	327,860,591
Service
Shares sold		299,417		$	141,705,059			307,882		$	153,383,975
Shares issued in reinvestment of distributions		17,463			8,048,734			18,900			9,763,495
Shares redeemed		(152,040	)		(74,337,609	)		(708,694	)		(362,768,495	)
		164,840		$	75,416,184			(381,912	)	$	(199,621,025	)
Investor A
Shares sold		933,711		$	457,370,109			1,157,134		$	578,808,382
Shares issued in reinvestment of distributions		77,173			35,562,953			81,073			42,206,643
Shares redeemed		(1,092,616	)		(531,150,712	)		(2,037,420	)		(1,027,376,732	)
		(81,732	)	$	(38,217,650	)		(799,213	)	$	(406,361,707	)
Investor P
Shares sold		193,518		$	93,304,688			191,871		$	96,505,627
Shares issued in reinvestment of distributions		47,216			21,739,725			49,144			25,616,598
Shares redeemed		(352,703	)		(169,633,158	)		(390,454	)		(195,039,448	)
		(111,969	)	$	(54,588,745	)		(149,439	)	$	(72,917,223	)
Class G
Shares sold		5,600,019		$	2,668,403,212			4,376,624		$	2,184,933,039
Shares issued in reinvestment of distributions		411,749			189,584,400			359,371			187,153,946
Shares redeemed		(2,809,997	)		(1,353,475,358	)		(2,704,051	)		(1,378,489,143	)
		3,201,771		$	1,504,512,254			2,031,944		$	993,597,842
Class K
Shares sold		6,222,113		$	2,999,755,330			5,757,122		$	2,877,370,135
Shares issued in reinvestment of distributions		422,561			194,822,600			418,815			217,893,849
Shares redeemed		(5,936,060	)		(2,904,974,016	)		(6,501,345	)		(3,269,558,650	)
		708,614		$	289,603,914			(325,408	)	$	(174,294,666	)
		4,158,017		$	1,884,391,895			928,599		$	468,263,812

20 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

As of December 31, 2022, shares owned by BlackRock Financial Management, Inc., an affiliate of the Fund, were as follows:

Fund Name	Investor P		Class G
iShares S&P 500 Index Fund		589		143

7. 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.

FUND   NOTES   TO   FINANCIAL   STATEMENTS 21

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of iShares S&P 500 Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of iShares S&P 500 Index Fund (one of the series constituting BlackRock Funds III, referred to hereafter as the “Fund”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the accounting agent of the Master Portfolio. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

22 2 0 2 2  BLACK ROCK  ANNUAL   REPORT   TO  SHAREHOLDERS

Important Tax Information  (unaudited)

The following amounts, or maximum amounts allowable by law, are hereby designated as qualified dividend income for individuals for the fiscal year ended December 31, 2022:

Fund Name	Qualified Dividend Income
iShares S&P 500 Index Fund	$	457,203,220

The following amount, or maximum amount allowable by law, is hereby designated as qualified business income for individuals for the fiscal year ended December 31, 2022:

Fund Name	Qualified Business Income
iShares S&P 500 Index Fund	$	3,242,154

The Fund hereby designates the following amount, or maximum amount allowable by law, as capital gain dividends, subject to a long-term capital gains tax rate as noted below, for the fiscal year ended December 31, 2022:

Fund Name	20% Rate Long-Term Capital Gain Dividends
iShares S&P 500 Index Fund	$	84,270,923

The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal year ended December 31, 2022 qualified for the dividends-received deduction for corporate shareholders:

Fund Name	Dividends-Received Deduction
iShares S&P 500 Index Fund		93.95	%

IMPORTANT  TAX   INFORMATION 23

Master Portfolio Information     as of December 31, 2022 S&P 500 Index Master Portfolio

TEN LARGEST HOLDINGS
Security	Percent of Net Assets
Apple, Inc.		6.0	%
Microsoft Corp.		5.5
Amazon.com, Inc.		2.3
Berkshire Hathaway, Inc., Class B		1.7
Alphabet, Inc., Class A		1.6
UnitedHealth Group, Inc.		1.5
Alphabet, Inc., Class C		1.5
Johnson & Johnson		1.4
Exxon Mobil Corp.		1.4
JPMorgan Chase & Co.		1.2

SECTOR ALLOCATION
Sector(a)	Percent of Net Assets
Information Technology		25.5	%
Health Care		15.7
Financials		11.5
Consumer Discretionary		9.7
Industrials		8.6
Communication Services		7.2
Consumer Staples		7.1
Energy		5.2
Utilities		3.1
Materials		2.7
Real Estate		2.7
Investment Companies		0.7
Short-Term Securities		1.4
Liabilities in Excess of Other Assets		(1.1	)

^(a)  For S&P 500 Index Master Portfolio (the “Master Portfolio”) compliance purposes, the Master Portfolio’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

24 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 1.9%
Boeing Co.(a)		508,028	$	96,774,254
General Dynamics Corp.		204,768		50,804,988
Howmet Aerospace, Inc.		336,170		13,248,460
Huntington Ingalls Industries, Inc.		36,612		8,445,656
L3Harris Technologies, Inc.		174,560		36,345,138
Lockheed Martin Corp.		212,352		103,307,125
Northrop Grumman Corp.		132,361		72,217,485
Raytheon Technologies Corp.		1,343,846		135,620,938
Textron, Inc.		190,018		13,453,274
TransDigm Group, Inc.		46,632		29,361,839
				559,579,157
Air Freight & Logistics — 0.6%
CH Robinson Worldwide, Inc.(b)		107,165		9,812,027
Expeditors International of Washington, Inc.		144,881		15,056,034
FedEx Corp.		218,135		37,780,982
United Parcel Service, Inc., Class B		666,095		115,793,955
				178,442,998
Airlines(a) — 0.2%
Alaska Air Group, Inc.(b)		117,159		5,030,807
American Airlines Group, Inc.(b)		585,790		7,451,249
Delta Air Lines, Inc.		580,557		19,077,103
Southwest Airlines Co.		537,016		18,081,329
United Airlines Holdings, Inc.		296,024		11,160,105
				60,800,593
Auto Components — 0.1%
Aptiv PLC(a)(b)		245,210		22,836,407
BorgWarner, Inc.		218,526		8,795,672
				31,632,079
Automobiles — 1.3%
Ford Motor Co.		3,596,203		41,823,841
General Motors Co.		1,293,432		43,511,053
Tesla, Inc.(a)		2,443,651		301,008,930
				386,343,824
Banks — 3.8%
Bank of America Corp.		6,362,530		210,726,994
Citigroup, Inc.		1,762,692		79,726,559
Citizens Financial Group, Inc.		453,139		17,840,082
Comerica, Inc.		117,856		7,878,674
Fifth Third Bancorp		622,692		20,430,525
First Republic Bank		165,544		20,178,158
Huntington Bancshares, Inc.		1,305,269		18,404,293
JPMorgan Chase & Co.		2,669,073		357,922,689
KeyCorp		846,467		14,745,455
M&T Bank Corp.		159,106		23,079,916
PNC Financial Services Group, Inc.		367,190		57,993,989
Regions Financial Corp.		845,683		18,232,926
Signature Bank		58,578		6,749,357
SVB Financial Group(a)		54,022		12,432,623
Truist Financial Corp.		1,207,213		51,946,375
U.S. Bancorp		1,230,748		53,672,920
Wells Fargo & Co.		3,452,235		142,542,783
Zions Bancorp NA		137,643		6,766,530
				1,121,270,848
Beverages — 1.9%
Brown-Forman Corp., Class B		165,482		10,868,858
Coca-Cola Co.		3,542,445		225,334,926
Constellation Brands, Inc., Class A		146,199		33,881,618

Security	Shares		Value
Beverages (continued)
Keurig Dr. Pepper, Inc.		768,975	$	27,421,649
Molson Coors Beverage Co., Class B		172,881		8,906,829
Monster Beverage Corp.(a)		351,162		35,653,478
PepsiCo, Inc.		1,256,081		226,923,593
				568,990,951
Biotechnology — 2.5%
AbbVie, Inc.		1,609,228		260,067,337
Amgen, Inc.		486,866		127,870,486
Biogen, Inc.(a)		132,346		36,649,254
Gilead Sciences, Inc.		1,140,749		97,933,302
Incyte Corp.(a)		169,464		13,611,348
Moderna, Inc.(a)		300,798		54,029,337
Regeneron Pharmaceuticals, Inc.(a)		97,559		70,387,843
Vertex Pharmaceuticals, Inc.(a)		233,416		67,405,873
				727,954,780
Building Products — 0.4%
A O Smith Corp.(b)		117,189		6,707,898
Allegion PLC		79,067		8,322,593
Carrier Global Corp.		768,584		31,704,090
Johnson Controls International PLC		628,013		40,192,832
Masco Corp.		206,583		9,641,229
Trane Technologies PLC		211,437		35,540,445
				132,109,087
Capital Markets — 3.1%
Ameriprise Financial, Inc.(b)		96,884		30,166,771
Bank of New York Mellon Corp.		672,768		30,624,399
BlackRock, Inc.(c)		137,222		97,239,626
Cboe Global Markets, Inc.		97,578		12,243,112
Charles Schwab Corp.		1,389,747		115,710,335
CME Group, Inc., Class A		327,137		55,011,358
FactSet Research Systems, Inc.		34,598		13,881,063
Franklin Resources, Inc.		254,123		6,703,765
Goldman Sachs Group, Inc.		308,300		105,864,054
Intercontinental Exchange, Inc.		508,348		52,151,421
Invesco Ltd.		403,742		7,263,319
MarketAxess Holdings, Inc.		34,777		9,698,957
Moody’s Corp.		143,848		40,078,930
Morgan Stanley		1,200,194		102,040,494
MSCI, Inc.		73,457		34,169,993
Nasdaq, Inc.(b)		309,612		18,994,696
Northern Trust Corp.(b)		189,313		16,752,307
Raymond James Financial, Inc.		175,801		18,784,337
S&P Global, Inc.(b)		303,170		101,543,760
State Street Corp.		332,717		25,808,858
T Rowe Price Group, Inc.		204,367		22,288,265
				917,019,820
Chemicals — 1.9%
Air Products & Chemicals, Inc.		201,870		62,228,446
Albemarle Corp.(b)		107,065		23,218,116
Celanese Corp.		91,453		9,350,155
CF Industries Holdings, Inc.		180,343		15,365,223
Corteva, Inc.		655,008		38,501,370
Dow, Inc.		640,717		32,285,730
DuPont de Nemours, Inc.		455,895		31,288,074
Eastman Chemical Co.		109,209		8,893,981
Ecolab, Inc.		226,421		32,957,841
FMC Corp.		115,005		14,352,624
International Flavors & Fragrances, Inc.		230,742		24,190,991
Linde PLC(a)		450,094		146,811,661
LyondellBasell Industries NV, Class A		230,284		19,120,480

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 25

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Chemicals (continued)
Mosaic Co.		312,487	$	13,708,805
PPG Industries, Inc.		212,686		26,743,138
Sherwin-Williams Co.		214,725		50,960,684
				549,977,319
Commercial Services & Supplies — 0.5%
Cintas Corp.		78,524		35,463,009
Copart, Inc.(a)		387,194		23,576,243
Republic Services, Inc.		186,337		24,035,609
Rollins, Inc.		207,904		7,596,812
Waste Management, Inc.(b)		342,341		53,706,456
				144,378,129
Communications Equipment — 0.9%
Arista Networks, Inc.(a)		223,067		27,069,180
Cisco Systems, Inc.		3,738,161		178,085,990
F5, Inc.(a)		53,572		7,688,118
Juniper Networks, Inc.		298,689		9,546,100
Motorola Solutions, Inc.		152,225		39,229,905
				261,619,293
Construction & Engineering — 0.1%
Quanta Services, Inc.		130,356		18,575,730
Construction Materials — 0.1%
Martin Marietta Materials, Inc.		56,452		19,079,083
Vulcan Materials Co.		120,321		21,069,410
				40,148,493
Consumer Finance — 0.5%
American Express Co.		545,905		80,657,464
Capital One Financial Corp.		350,354		32,568,908
Discover Financial Services		247,236		24,187,098
Synchrony Financial		410,182		13,478,580
				150,892,050
Containers & Packaging — 0.3%
Amcor PLC		1,352,352		16,106,512
Avery Dennison Corp.		73,900		13,375,900
Ball Corp.		283,963		14,521,868
International Paper Co.		330,052		11,429,701
Packaging Corp. of America		85,537		10,941,038
Sealed Air Corp.(b)		133,957		6,681,775
Westrock Co.		227,684		8,005,369
				81,062,163
Distributors — 0.2%
Genuine Parts Co.		128,003		22,209,801
LKQ Corp.		231,034		12,339,526
Pool Corp.(b)		36,153		10,930,136
				45,479,463
Diversified Financial Services — 1.7%
Berkshire Hathaway, Inc., Class B(a)		1,640,324		506,696,084
Diversified Telecommunication Services — 0.9%
AT&T, Inc.		6,485,711		119,401,939
Lumen Technologies, Inc.		868,348		4,532,777
Verizon Communications, Inc.		3,822,360		150,600,984
				274,535,700
Electric Utilities — 2.1%
Alliant Energy Corp.		227,585		12,564,968
American Electric Power Co., Inc.		468,333		44,468,218
Constellation Energy Corp.		296,360		25,549,196
Duke Energy Corp.		700,785		72,173,847
Edison International		345,218		21,962,769

Security	Shares		Value
Electric Utilities (continued)
Entergy Corp.		184,105	$	20,711,812
Evergy, Inc.		208,077		13,094,286
Eversource Energy		313,551		26,288,116
Exelon Corp.		905,553		39,147,056
FirstEnergy Corp.		491,288		20,604,619
NextEra Energy, Inc.(b)		1,809,156		151,245,441
NRG Energy, Inc.		216,695		6,895,235
PG&E Corp.(a)(b)		1,457,153		23,693,308
Pinnacle West Capital Corp.		101,647		7,729,238
PPL Corp.		674,518		19,709,416
Southern Co.		991,151		70,778,093
Xcel Energy, Inc.		499,491		35,019,314
				611,634,932
Electrical Equipment — 0.6%
AMETEK, Inc.		207,781		29,031,161
Eaton Corp. PLC		362,512		56,896,258
Emerson Electric Co.		538,341		51,713,037
Generac Holdings, Inc.(a)(b)		58,692		5,907,937
Rockwell Automation, Inc.		104,493		26,914,262
				170,462,655
Electronic Equipment, Instruments & Components — 0.6%
Amphenol Corp., Class A		542,182		41,281,737
CDW Corp.		122,403		21,858,728
Corning, Inc.		688,556		21,992,479
Keysight Technologies, Inc.(a)		163,103		27,902,030
TE Connectivity Ltd.		291,892		33,509,202
Teledyne Technologies, Inc.(a)(b)		42,839		17,131,744
Trimble, Inc.(a)		223,646		11,307,542
Zebra Technologies Corp., Class A(a)		47,349		12,140,757
				187,124,219
Energy Equipment & Services — 0.4%
Baker Hughes Co.		915,696		27,040,503
Halliburton Co.		828,836		32,614,696
Schlumberger Ltd.		1,287,302		68,819,165
				128,474,364
Entertainment — 1.3%
Activision Blizzard, Inc.		648,382		49,633,642
Electronic Arts, Inc.		241,406		29,494,985
Live Nation Entertainment, Inc.(a)		130,925		9,130,709
Netflix, Inc.(a)		404,748		119,352,090
Take-Two Interactive Software, Inc.(a)		141,989		14,785,315
Walt Disney Co.(a)(b)		1,659,252		144,155,814
Warner Bros Discovery, Inc., Class A(a)		1,999,372		18,954,047
				385,506,602
Equity Real Estate Investment Trusts (REITs) — 2.6%
Alexandria Real Estate Equities, Inc.		135,351		19,716,580
American Tower Corp.		423,753		89,776,311
AvalonBay Communities, Inc.		126,555		20,441,164
Boston Properties, Inc.		129,325		8,739,783
Camden Property Trust		97,493		10,907,517
Crown Castle, Inc.		394,158		53,463,591
Digital Realty Trust, Inc.		262,877		26,358,677
Equinix, Inc.		82,896		54,299,367
Equity Residential		309,475		18,259,025
Essex Property Trust, Inc.		59,575		12,625,134
Extra Space Storage, Inc.		121,198		17,837,922
Federal Realty Investment Trust		67,063		6,776,046
Healthpeak Properties, Inc.		491,148		12,313,080
Host Hotels & Resorts, Inc.		655,790		10,525,429
Invitation Homes, Inc.		524,791		15,554,805

26 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Iron Mountain, Inc.		262,161	$	13,068,726
Kimco Realty Corp.		565,139		11,969,644
Mid-America Apartment Communities, Inc.		105,820		16,612,682
Prologis, Inc.		840,292		94,726,117
Public Storage		144,028		40,355,205
Realty Income Corp.		563,686		35,754,603
Regency Centers Corp.		140,786		8,799,125
SBA Communications Corp.(b)		97,725		27,393,295
Simon Property Group, Inc.		298,893		35,113,950
UDR, Inc.		274,319		10,624,375
Ventas, Inc.		359,643		16,201,917
VICI Properties, Inc.		881,221		28,551,560
Vornado Realty Trust		145,493		3,027,709
Welltower, Inc.		423,857		27,783,826
Weyerhaeuser Co.		670,040		20,771,240
				768,348,405
Food & Staples Retailing — 1.5%
Costco Wholesale Corp.		403,162		184,043,453
Kroger Co.		589,337		26,272,644
Sysco Corp.		464,696		35,526,009
Walgreens Boots Alliance, Inc.		649,228		24,255,158
Walmart, Inc.		1,284,972		182,196,180
				452,293,444
Food Products — 1.2%
Archer-Daniels-Midland Co.		500,125		46,436,606
Campbell Soup Co.		184,464		10,468,332
Conagra Brands, Inc.		437,146		16,917,550
General Mills, Inc.		542,982		45,529,041
Hershey Co.		132,926		30,781,674
Hormel Foods Corp.		264,660		12,055,263
J M Smucker Co.		97,657		15,474,728
Kellogg Co.		231,570		16,497,047
Kraft Heinz Co.		720,911		29,348,287
Lamb Weston Holdings, Inc.		132,469		11,837,430
McCormick & Co., Inc.		226,760		18,796,136
Mondelez International, Inc., Class A		1,247,417		83,140,343
Tyson Foods, Inc., Class A		263,622		16,410,470
				353,692,907
Gas Utilities — 0.1%
Atmos Energy Corp.		126,610		14,189,183
Health Care Equipment & Supplies — 2.8%
Abbott Laboratories		1,587,386		174,279,109
Align Technology, Inc.(a)		66,161		13,953,355
Baxter International, Inc.		457,033		23,294,972
Becton Dickinson and Co.		259,570		66,008,651
Boston Scientific Corp.(a)		1,302,980		60,288,885
Cooper Cos., Inc.(b)		44,652		14,765,077
Dentsply Sirona, Inc.		193,068		6,147,285
Dexcom, Inc.(a)(b)		351,657		39,821,639
Edwards Lifesciences Corp.(a)(b)		565,119		42,163,529
Hologic, Inc.(a)		225,950		16,903,319
IDEXX Laboratories, Inc.(a)		76,061		31,029,846
Intuitive Surgical, Inc.(a)		321,729		85,370,790
Medtronic PLC		1,209,321		93,988,428
ResMed, Inc.		132,523		27,582,012
STERIS PLC(b)		90,921		16,792,199
Stryker Corp.		306,452		74,924,449

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Teleflex, Inc.		43,227	$	10,790,756
Zimmer Biomet Holdings, Inc.		190,974		24,349,185
				822,453,486
Health Care Providers & Services — 3.7%
AmerisourceBergen Corp.		147,401		24,425,820
Cardinal Health, Inc.		238,652		18,345,179
Centene Corp.(a)		515,535		42,279,025
Cigna Corp.		277,701		92,013,449
CVS Health Corp.		1,194,868		111,349,749
DaVita, Inc.(a)(b)		49,430		3,690,938
Elevance Health, Inc.		218,436		112,051,115
HCA Healthcare, Inc.		193,044		46,322,838
Henry Schein, Inc.(a)(b)		125,852		10,051,799
Humana, Inc.		115,183		58,995,581
Laboratory Corp. of America Holdings		80,663		18,994,523
McKesson Corp.		129,091		48,424,616
Molina Healthcare, Inc.(a)		52,923		17,476,233
Quest Diagnostics, Inc.		103,685		16,220,482
UnitedHealth Group, Inc.		851,337		451,361,851
Universal Health Services, Inc., Class B(b)		58,270		8,209,660
				1,080,212,858
Hotels, Restaurants & Leisure — 2.0%
Booking Holdings, Inc.(a)		35,314		71,167,598
Caesars Entertainment, Inc.(a)		194,060		8,072,896
Carnival Corp.(a)(b)		898,245		7,239,855
Chipotle Mexican Grill, Inc.(a)(b)		25,328		35,142,347
Darden Restaurants, Inc.		112,171		15,516,614
Domino’s Pizza, Inc.		32,684		11,321,738
Expedia Group, Inc.(a)		137,600		12,053,760
Hilton Worldwide Holdings, Inc.		246,229		31,113,496
Las Vegas Sands Corp.(a)(b)		299,226		14,383,794
Marriott International, Inc., Class A		244,957		36,471,648
McDonald’s Corp.		666,814		175,725,493
MGM Resorts International		297,744		9,983,356
Norwegian Cruise Line Holdings Ltd.(a)(b)		388,617		4,756,672
Royal Caribbean Cruises Ltd.(a)		201,766		9,973,293
Starbucks Corp.		1,044,303		103,594,858
Wynn Resorts Ltd.(a)(b)		94,780		7,816,507
Yum! Brands, Inc.		256,455		32,846,756
				587,180,681
Household Durables — 0.3%
D.R. Horton, Inc.		287,799		25,654,403
Garmin Ltd.		139,008		12,829,048
Lennar Corp., Class A		231,595		20,959,347
Mohawk Industries, Inc.(a)		47,669		4,872,725
Newell Brands, Inc.		341,632		4,468,547
NVR, Inc.(a)		2,735		12,615,406
PulteGroup, Inc.		212,784		9,688,056
Whirlpool Corp.		48,886		6,915,414
				98,002,946
Household Products — 1.6%
Church & Dwight Co., Inc.		220,160		17,747,098
Clorox Co.		112,871		15,839,187
Colgate-Palmolive Co.		759,172		59,815,162
Kimberly-Clark Corp.		307,914		41,799,325
Procter & Gamble Co.		2,157,425		326,979,333
				462,180,105

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 27

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Independent Power and Renewable Electricity Producers — 0.1%
AES Corp.		608,757	$	17,507,852
Industrial Conglomerates — 0.9%
3M Co.		503,870		60,424,090
General Electric Co.(b)		998,025		83,624,515
Honeywell International, Inc.		613,159		131,399,974
				275,448,579
Insurance — 2.4%
Aflac, Inc.		515,142		37,059,316
Allstate Corp.		241,453		32,741,027
American International Group, Inc.		676,425		42,777,117
Aon PLC, Class A		188,323		56,523,265
Arch Capital Group Ltd.(a)		334,987		21,030,484
Arthur J Gallagher & Co.		191,964		36,192,893
Assurant, Inc.		47,910		5,991,625
Brown & Brown, Inc.		216,073		12,309,679
Chubb Ltd.		377,870		83,358,122
Cincinnati Financial Corp.		145,070		14,853,717
Everest Re Group Ltd.		35,420		11,733,583
Globe Life, Inc.		83,336		10,046,155
Hartford Financial Services Group, Inc.		292,462		22,177,393
Lincoln National Corp.		142,833		4,387,830
Loews Corp.		183,967		10,730,795
Marsh & McLennan Cos., Inc.		454,180		75,157,706
MetLife, Inc.		600,030		43,424,171
Principal Financial Group, Inc.(b)		207,172		17,385,874
Progressive Corp.		532,359		69,052,286
Prudential Financial, Inc.		336,681		33,486,292
Travelers Cos., Inc.		213,355		40,001,929
W R Berkley Corp.		187,309		13,593,014
Willis Towers Watson PLC		99,525		24,341,825
				718,356,098
Interactive Media & Services(a) — 3.9%
Alphabet, Inc., Class A		5,437,945		479,789,887
Alphabet, Inc., Class C		4,820,516		427,724,385
Match Group, Inc.		259,464		10,765,161
Meta Platforms, Inc., Class A		2,047,238		246,364,621
				1,164,644,054
Internet & Direct Marketing Retail — 2.4%
Amazon.com, Inc.(a)		8,066,795		677,610,780
eBay, Inc.		497,210		20,619,299
Etsy, Inc.(a)(b)		115,093		13,785,839
				712,015,918
IT Services — 4.4%
Accenture PLC, Class A		573,638		153,069,564
Akamai Technologies, Inc.(a)		143,866		12,127,904
Automatic Data Processing, Inc.		378,182		90,332,553
Broadridge Financial Solutions, Inc.		107,449		14,412,134
Cognizant Technology Solutions Corp., Class A		468,625		26,800,664
DXC Technology Co.(a)		212,880		5,641,320
EPAM Systems, Inc.(a)		52,068		17,064,766
Fidelity National Information Services, Inc.		540,225		36,654,266
Fiserv, Inc.(a)		578,143		58,432,913
FleetCor Technologies, Inc.(a)		68,149		12,517,608
Gartner, Inc.(a)		71,585		24,062,582
Global Payments, Inc.		246,179		24,450,498
International Business Machines Corp.		822,027		115,815,384
Jack Henry & Associates, Inc.		66,175		11,617,683
Mastercard, Inc., Class A		772,842		268,740,349
Paychex, Inc.		292,419		33,791,940

Security	Shares		Value
IT Services (continued)
PayPal Holdings, Inc.(a)		1,037,905	$	73,919,594
VeriSign, Inc.(a)		84,410		17,341,190
Visa, Inc., Class A		1,488,105		309,168,695
				1,305,961,607
Leisure Products — 0.0%
Hasbro, Inc.		116,181		7,088,203
Life Sciences Tools & Services — 1.9%
Agilent Technologies, Inc.		269,522		40,333,967
Bio-Rad Laboratories, Inc., Class A(a)		19,866		8,353,454
Bio-Techne Corp.		143,852		11,922,454
Charles River Laboratories International, Inc.(a)		46,558		10,144,988
Danaher Corp.		595,874		158,156,877
Illumina, Inc.(a)		143,492		29,014,082
IQVIA Holdings, Inc.(a)		170,153		34,862,648
Mettler-Toledo International, Inc.(a)		20,370		29,443,817
PerkinElmer, Inc.		114,240		16,018,733
Thermo Fisher Scientific, Inc.		356,586		196,368,344
Waters Corp.(a)		54,191		18,564,753
West Pharmaceutical Services, Inc.		67,210		15,817,874
				569,001,991
Machinery — 1.9%
Caterpillar, Inc.		473,791		113,501,372
Cummins, Inc.(b)		128,825		31,213,009
Deere & Co.		250,053		107,212,724
Dover Corp.		127,781		17,302,825
Fortive Corp.		321,926		20,683,746
IDEX Corp.		68,839		15,718,009
Illinois Tool Works, Inc.		254,498		56,065,909
Ingersoll Rand, Inc.		366,262		19,137,190
Nordson Corp.		49,465		11,758,820
Otis Worldwide Corp.		384,210		30,087,485
PACCAR, Inc.		317,634		31,436,237
Parker-Hannifin Corp.		117,163		34,094,433
Pentair PLC		150,378		6,764,002
Snap-on, Inc.		48,648		11,115,582
Stanley Black & Decker, Inc.		134,067		10,071,113
Westinghouse Air Brake Technologies Corp.		165,252		16,493,802
Xylem, Inc.(b)		163,075		18,031,203
				550,687,461
Media — 0.8%
Charter Communications, Inc., Class A(a)		97,792		33,161,267
Comcast Corp., Class A		3,927,524		137,345,514
DISH Network Corp., Class A(a)(b)		234,973		3,299,021
Fox Corp., Class A		278,201		8,448,964
Fox Corp., Class B		124,777		3,549,906
Interpublic Group of Cos., Inc.		359,717		11,982,173
News Corp., Class A		353,668		6,436,758
News Corp., Class B		114,231		2,106,420
Omnicom Group, Inc.		185,395		15,122,670
Paramount Global, Class B(b)		463,480		7,823,542
				229,276,235
Metals & Mining — 0.4%
Freeport-McMoRan, Inc.		1,302,333		49,488,654
Newmont Corp.		724,983		34,219,197
Nucor Corp.		233,563		30,785,939
Steel Dynamics, Inc.		151,888		14,839,458
				129,333,248

28 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Multiline Retail — 0.5%
Dollar General Corp.		206,627	$	50,881,899
Dollar Tree, Inc.(a)		192,863		27,278,543
Target Corp.		419,033		62,452,678
				140,613,120
Multi-Utilities — 0.9%
Ameren Corp.		234,237		20,828,354
CenterPoint Energy, Inc.		569,737		17,086,413
CMS Energy Corp.		262,644		16,633,245
Consolidated Edison, Inc.		324,232		30,902,552
Dominion Energy, Inc.		758,542		46,513,795
DTE Energy Co.		175,345		20,608,298
NiSource, Inc.		375,260		10,289,629
Public Service Enterprise Group, Inc.		451,497		27,663,221
Sempra Energy		286,393		44,259,174
WEC Energy Group, Inc.		286,040		26,819,110
				261,603,791
Oil, Gas & Consumable Fuels — 4.7%
APA Corp.		296,215		13,827,316
Chevron Corp.		1,619,592		290,700,568
ConocoPhillips		1,134,449		133,864,982
Coterra Energy, Inc.		717,837		17,637,255
Devon Energy Corp.		596,876		36,713,843
Diamondback Energy, Inc.		160,876		22,004,619
EOG Resources, Inc.		533,387		69,084,284
EQT Corp.		335,322		11,343,943
Exxon Mobil Corp.		3,749,381		413,556,724
Hess Corp.		254,262		36,059,437
Kinder Morgan, Inc.		1,810,850		32,740,168
Marathon Oil Corp.		578,179		15,651,306
Marathon Petroleum Corp.		426,679		49,661,169
Occidental Petroleum Corp.(b)		661,996		41,699,128
ONEOK, Inc.		404,436		26,571,445
Phillips 66		430,294		44,785,000
Pioneer Natural Resources Co.		217,222		49,611,333
Targa Resources Corp.		205,339		15,092,417
Valero Energy Corp.		356,565		45,233,836
Williams Cos., Inc.		1,111,805		36,578,384
				1,402,417,157
Personal Products — 0.2%
Estee Lauder Cos., Inc., Class A		211,156		52,389,915
Pharmaceuticals — 4.8%
Bristol-Myers Squibb Co.		1,943,397		139,827,414
Catalent, Inc.(a)		166,156		7,478,682
Eli Lilly & Co.		717,784		262,594,098
Johnson & Johnson		2,380,281		420,476,639
Merck & Co., Inc.		2,305,659		255,812,866
Organon & Co.		229,346		6,405,634
Pfizer, Inc.		5,108,068		261,737,404
Viatris, Inc.		1,097,456		12,214,685
Zoetis, Inc.		426,076		62,441,438
				1,428,988,860
Professional Services — 0.4%
CoStar Group, Inc.(a)		362,069		27,980,692
Equifax, Inc.(b)		110,779		21,531,007
Jacobs Solutions, Inc.		116,520		13,990,557
Leidos Holdings, Inc.		123,695		13,011,477

Security	Shares		Value
Professional Services (continued)
Robert Half International, Inc.(b)		99,063	$	7,313,821
Verisk Analytics, Inc.		142,058		25,061,872
				108,889,426
Real Estate Management & Development — 0.1%
CBRE Group, Inc., Class A(a)		287,647		22,137,313
Road & Rail — 0.9%
CSX Corp.		1,914,077		59,298,105
JB Hunt Transport Services, Inc.		74,860		13,052,590
Norfolk Southern Corp.		210,775		51,939,176
Old Dominion Freight Line, Inc.(b)		82,953		23,540,402
Union Pacific Corp.		559,728		115,902,877
				263,733,150
Semiconductors & Semiconductor Equipment — 5.0%
Advanced Micro Devices, Inc.(a)		1,469,270		95,164,618
Analog Devices, Inc.		468,268		76,810,000
Applied Materials, Inc.		783,243		76,272,203
Broadcom, Inc.		367,534		205,499,285
Enphase Energy, Inc.(a)		123,589		32,746,141
First Solar, Inc.(a)		90,262		13,520,345
Intel Corp.		3,737,066		98,770,654
KLA Corp.		129,159		48,696,818
Lam Research Corp.		124,667		52,397,540
Microchip Technology, Inc.		504,142		35,415,976
Micron Technology, Inc.		989,782		49,469,304
Monolithic Power Systems, Inc.		40,785		14,421,984
NVIDIA Corp.(b)		2,266,948		331,291,781
NXP Semiconductors NV		235,922		37,282,754
ON Semiconductor Corp.(a)		392,104		24,455,527
Qorvo, Inc.(a)		94,933		8,604,727
Qualcomm, Inc.		1,022,096		112,369,234
Skyworks Solutions, Inc.		147,286		13,422,173
SolarEdge Technologies, Inc.(a)		50,529		14,313,350
Teradyne, Inc.(b)		142,480		12,445,628
Texas Instruments, Inc.		826,273		136,516,825
				1,489,886,867
Software — 8.3%
Adobe, Inc.(a)		423,255		142,438,005
ANSYS, Inc.(a)		78,802		19,037,775
Autodesk, Inc.(a)		198,014		37,002,876
Cadence Design Systems, Inc.(a)		249,661		40,105,543
Ceridian HCM Holding, Inc.(a)(b)		140,965		9,042,905
Fortinet, Inc.(a)		597,872		29,229,962
Gen Digital, Inc.		527,781		11,310,347
Intuit, Inc.		256,732		99,925,229
Microsoft Corp.		6,787,782		1,627,845,879
Oracle Corp.		1,382,521		113,007,267
Paycom Software, Inc.(a)		44,246		13,729,976
PTC, Inc.(a)		96,012		11,525,281
Roper Technologies, Inc.(b)		96,647		41,760,202
Salesforce, Inc.(a)		905,597		120,073,106
ServiceNow, Inc.(a)		183,850		71,383,440
Synopsys, Inc.(a)		139,361		44,496,574
Tyler Technologies, Inc.(a)		38,201		12,316,384
				2,444,230,751
Specialty Retail — 2.4%
Advance Auto Parts, Inc.		54,557		8,021,516
AutoZone, Inc.(a)		17,281		42,618,057
Bath & Body Works, Inc.		208,330		8,779,026

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 29

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Specialty Retail (continued)
Best Buy Co., Inc.		184,618	$	14,808,210
CarMax, Inc.(a)(b)		143,103		8,713,542
Home Depot, Inc.		932,022		294,388,469
Lowe’s Cos., Inc.		565,099		112,590,325
O’Reilly Automotive, Inc.(a)		56,971		48,085,233
Ross Stores, Inc.		319,841		37,123,945
TJX Cos., Inc.		1,057,047		84,140,941
Tractor Supply Co.		100,461		22,600,711
Ulta Beauty, Inc.(a)		47,022		22,056,609
				703,926,584
Technology Hardware, Storage & Peripherals — 6.2%
Apple, Inc.		13,614,100		1,768,880,013
Hewlett Packard Enterprise Co.		1,185,109		18,914,340
HP, Inc.		805,929		21,655,312
NetApp, Inc.		200,639		12,050,378
Seagate Technology Holdings PLC(b)		176,010		9,259,886
Western Digital Corp.(a)		286,151		9,028,064
				1,839,787,993
Textiles, Apparel & Luxury Goods — 0.5%
NIKE, Inc., Class B		1,150,111		134,574,488
Ralph Lauren Corp.		37,193		3,930,185
Tapestry, Inc.		219,376		8,353,838
VF Corp.		305,300		8,429,333
				155,287,844
Tobacco — 0.7%
Altria Group, Inc.		1,639,015		74,919,376
Philip Morris International, Inc.		1,410,877		142,794,861
				217,714,237
Trading Companies & Distributors — 0.2%
Fastenal Co.		520,118		24,611,984
United Rentals, Inc.(a)(b)		63,522		22,576,989
W.W.Grainger, Inc.(b)		40,977		22,793,456
				69,982,429
Water Utilities — 0.1%
American Water Works Co., Inc.(b)		164,527		25,077,205

Security	Shares		Value
Wireless Telecommunication Services — 0.3%
T-Mobile U.S., Inc.(a)		543,698	$	76,117,720
Total Common Stocks — 99.0% (Cost: $15,214,362,979)				29,261,370,956
Investment Companies
Equity Funds — 0.7%
iShares Core S&P 500 ETF(c)		508,908		195,527,543
Total Investment Companies — 0.7% (Cost: $189,939,829)				195,527,543
Total Long-Term Investments — 99.7% (Cost: $15,404,302,808)				29,456,898,499
Short-Term Securities
Money Market Funds — 1.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(c)(d)(e)		304,107,516		304,198,748
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(c)(d)		113,361,188		113,361,188
Total Short-Term Securities — 1.4% (Cost: $417,426,929)				417,559,936
Total Investments — 101.1% (Cost: $15,821,729,737)				29,874,458,435
Liabilities in Excess of Other Assets — (1.1)%				(329,613,066	)
Net Assets — 100.0%			$	29,544,845,369

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c) Affiliate of the Master Portfolio.

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

^(e)  All or a portion of this security was purchased with the cash collateral from loaned securities.

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

30 2 0 2 2  BLACK ROCK   ANNUAL   REPORT   TO  SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)				Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	129,540,046	$	174,660,838	(a)	$	—		$	(119,553	)	$	117,417			$	304,198,748		304,107,516	$	529,751	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares		190,825,864		—			(77,464,676	)(a)		—			—				113,361,188		113,361,188		1,995,867			—
BlackRock, Inc.		110,121,726		11,473,824			(599,256	)		(183,383	)		(23,573,285	)			97,239,626		137,222		2,464,688			—
iShares Core S&P 500 ETF		433,216,628		2,954,719,505			(3,164,439,205	)		(7,337,546	)		(20,631,839	)			195,527,543		508,908		3,060,996			—
									$	(7,640,482)		$	(44,087,707	)	��	$	710,327,105			$	8,051,302		$	—

^(a)  Represents net amount purchased (sold).

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P 500 E-Mini Index		560		03/17/23	$	108,108	$	(463,688	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	463,688	$	—	$	—	$	—	$	463,688

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Master Portfolio Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in net unrealized appreciation (depreciation).

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(5,630,594	)	$	—	$	—	$	—	$	(5,630,594	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(7,380,878	)	$	—	$	—	$	—	$	(7,380,878	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	139,746,994

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 31

Schedule of Investments  (continued) December 31, 2022 S&P 500 Index Master Portfolio

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

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	29,261,370,956		$	—	$	—	$	29,261,370,956
Investment Companies		195,527,543			—		—		195,527,543
Short-Term Securities
Money Market Funds		417,559,936			—		—		417,559,936
	$	29,874,458,435		$	—	$	—	$	29,874,458,435
Derivative Financial Instruments(a)
Liabilities
Equity Contracts	$	(463,688	)	$	—	$	—	$	(463,688	)

^(a)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

32 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities

December 31, 2022

	S&P 500 Index Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	29,164,131,330
Investments, at value — affiliated(c)		710,327,105
Cash		130,560
Cash pledged for futures contracts		9,517,800
Receivables:
Securities lending income — affiliated		65,956
Dividends — unaffiliated		25,181,704
Dividends — affiliated		265,453
Prepaid expenses		5,456
Total assets		29,909,625,364
LIABILITIES
Collateral on securities loaned		304,066,304
Payables:
Withdrawals to investors		59,459,673
Investment advisory fees		250,499
Trustees’ fees		61,888
Professional fees		110,499
Variation margin on futures contracts		831,132
Total liabilities		364,779,995
NET ASSETS	$	29,544,845,369
NET ASSETS CONSIST OF
Investors’ capital	$	15,492,580,359
Net unrealized appreciation (depreciation)		14,052,265,010
NET ASSETS	$	29,544,845,369
(a)   Investments, at cost — unaffiliated	$	15,162,484,039
(b)   Securities loaned, at value	$	296,259,268
(c)   Investments, at cost — affiliated	$	659,245,698

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   STATEMENTS 33

Statement of Operations

Year Ended December 31, 2022

	S&P 500 Index Master Portfolio
INVESTMENT INCOME
Dividends — unaffiliated	$	484,410,508
Dividends — affiliated		7,522,935
Securities lending income — affiliated — net		528,367
Foreign taxes withheld		(2,434,029	)
Total investment income		490,027,781
EXPENSES
Investment advisory		3,053,035
Trustees		247,024
Professional		29,992
Total expenses		3,330,051
Less:
Fees waived and/or reimbursed by the Manager		(393,144	)
Total expenses after fees waived and/or reimbursed		2,936,907
Net investment income		487,090,874
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss from:
Investments — unaffiliated		(52,489,847	)
Investments — affiliated		(7,640,482	)
Futures contracts		(5,630,594	)
		(65,760,923	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(6,596,893,866	)
Investments — affiliated		(44,087,707	)
Futures contracts		(7,380,878	)
		(6,648,362,451	)
Net realized and unrealized loss		(6,714,123,374	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,227,032,500	)

See notes to financial statements.

34 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statements of Changes in Net Assets

	S&P 500 Index Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	487,090,874		$	429,887,939
Net realized gain (loss)		(65,760,923	)		297,816,671
Net change in unrealized appreciation (depreciation)		(6,648,362,451	)		7,008,302,074
Net increase (decrease) in net assets resulting from operations		(6,227,032,500	)		7,736,006,684
CAPITAL TRANSACTIONS
Proceeds from contributions		8,816,188,759			7,697,627,774
Value of withdrawals		(7,533,596,462	)		(7,937,321,540	)
Net increase (decrease) in net assets derived from capital transactions		1,282,592,297			(239,693,766	)
NET ASSETS
Total increase (decrease) in net assets		(4,944,440,203	)		7,496,312,918
Beginning of year		34,489,285,572			26,992,972,654
End of year	$	29,544,845,369		$	34,489,285,572

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   STATEMENTS 35

Financial Highlights

	S&P 500 Index Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return		(18.13	)%		28.65	%		18.42	%		31.44	%		(4.38	)%
Ratios to Average Net Assets(a)
Total expenses		0.01	%		0.01	%		0.01	%		0.03	%		0.04	%
Total expenses after fees waived and/or reimbursed		0.01	%		0.01	%		0.01	%		0.02	%		0.04	%
Net investment income		1.60	%		1.39	%		1.82	%		1.95	%		1.92	%
Supplemental Data
Net assets, end of year (000)	$	29,544,845		$	34,489,286		$	26,992,973		$	23,207,958		$	17,256,929
Portfolio turnover rate		13	%		6	%		5	%		3	%		12	%

^(a)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

36 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. S&P 500 Index Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Master Portfolio is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

Foreign Taxes: The Master Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Master Portfolio invests. These foreign taxes, if any, are paid by the Master Portfolio and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2022, if any, are disclosed in the Statement of Assets and Liabilities.

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

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 MIP (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio 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 Master Portfolio’s assets and liabilities:

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

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

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 37

Notes to Financial Statements  (continued)

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the New York Stock Exchange (“NYSE”). Each business day, the Master Portfolio uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the 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 Master Portfolio has the ability to access;

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

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

38 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)			Net Amount
Barclays Bank PLC	$	9,011,198	$	(9,011,198	)	$	—			$	—
Barclays Capital, Inc.		317,756		(317,756	)		—				—
BNP Paribas SA		82,460,125		(82,460,125	)		—				—
BofA Securities, Inc.		12,280,613		(12,280,613	)		—				—
Citadel Clearing LLC		6,566,531		(6,566,531	)		—				—
Citigroup Global Markets, Inc.		12,618,680		(12,618,680	)		—				—
Goldman Sachs & Co. LLC		14,791,319		(14,791,319	)		—		��		—
HSBC Bank PLC		101,567		(101,567	)		—				—
J.P. Morgan Securities LLC		44,791,104		(44,791,104	)		—				—
Jefferies LLC		212,695		(212,695	)		—				—
Morgan Stanley		19,903,906		(19,903,906	)		—				—
Natixis SA		1,688		(1,688	)		—				—
RBC Capital Markets LLC		28,530,588		(28,530,588	)		—				—
Scotia Capital (USA), Inc.		3,301,735		(3,301,735	)		—				—
SG Americas Securities LLC		962,488		(962,488	)		—				—
State Street Bank & Trust Co.		2,345,460		(2,345,460	)		—				—
Toronto-Dominion Bank		51,580,760		(51,580,760	)		—				—
UBS AG		583,765		(583,765	)		—				—
UBS Securities LLC		2,349,461		(2,349,461	)		—				—
Virtu Americas LLC		993,807		(993,807	)		—				—
Wells Fargo Bank N.A.		249,096		(249,096	)		—				—
Wells Fargo Securities LLC		2,304,926		(2,304,926	)		—				—
	$	296,259,268	$	(296,259,268	)	$	—			$	—

^(a) Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

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

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 39

Notes to Financial Statements  (continued)

For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.01% of the average daily value of the Master Portfolio’s net assets.

Administration: MIP, on behalf of the Master Portfolio, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL”), which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Master Portfolio’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Master Portfolio.

BAL is not entitled to compensation for providing administrative services to the Master Portfolio, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolio.

The fees and expenses of the Master Portfolio’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Master Portfolio’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. BFA has contractually agreed to reimburse the Master Portfolio or provide an offsetting credit against the investment advisory fees paid by the Master Portfolio in an amount equal to the independent expenses through June 30, 2023. If the Master Portfolio does not pay administration fees, BAL agrees to cap the expenses of the Master Portfolio at the rate at which it pays an investment advisory fee to BFA. The amount waived is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $277,016.

Expense Waivers and Reimbursements: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amounts waived were $92,186.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the Manager waived $23,942 in investment advisory fees pursuant to this arrangement.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 81% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $203,850 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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.

40 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

During the year ended December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Master Portfolio are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
S&P 500 Index Master Portfolio	$	211,481,078	$	122,905,651	$	(33,730,868	)

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term securities, were $5,768,293,288 and $3,965,817,339, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

As of December 31, 2022, 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:

Master Portfolio Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
S&P 500 Index Master Portfolio	$	15,724,549,640	$	15,227,612,925	$	(1,077,704,130	)	$	14,149,908,795

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

The Manager uses a “passive” or index approach to try to achieve the Master Portfolio’s investment objective following the securities included in its underlying index during upturns as well as downturns. The Manager does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by the Manager.

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 41

Notes to Financial Statements  (continued)

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

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

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

The Master Portfolio 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 Master Portfolio and could affect the income from, or the value or liquidity of, the Master Portfolio’s portfolio. Investment percentages in specific sectors are presented in the Schedule of Investments.

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio 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.

42 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of S&P 500 Index Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of S&P 500 Index Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

MASTER    PORTFOLIO    REPORT    OF    INDEPENDENT    REGISTERED    PUBLIC    ACCOUNTING    FIRM 43

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds III and Master Investment Portfolio (the “Trusts”) have adopted and implemented a liquidity risk management program (the “Program”) for iShares S&P 500 Index Fund and S&P 500 Index Master Portfolio (the “Funds”), each a series of the respective Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trusts, on behalf of the Funds, met on November 8-9, 2022 (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 each 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 each 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, 2021 through September 30, 2022 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each 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 each 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 each 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 each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each 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 each 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.

44 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Common fund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

TRUSTEE   AND   OFFICER   INFORMATION 45

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

46 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None

^(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

^(c) In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.

^(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust/MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

^(e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

TRUSTEE   AND   OFFICER   INFORMATION 47

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

^(a)  The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)  Officers of the Trust/MIP serve at the pleasure of the Board.

Further information about the Trust’s/MIP’s Trustees and Officers is available in the Trust’s/MIP’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust/MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust/MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust/MIP.

48 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Additional Information

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund/Master Portfolio 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/Master Portfolio 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/Master Portfolio file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s/Master Portfolio’s Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, the Fund/Master Portfolio makes their 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/Master Portfolio use to determine how to vote proxies relating to portfolio securities and information about how the Fund/Master Portfolio voted proxies relating to securities held in the Fund’s/Master Portfolio’s portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

ADDITIONAL   INFORMATION 49

Additional Information     (continued)

BlackRock Privacy Principles (continued)

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/or MIP Service Providers

Investment Adviser	Distributor
BlackRock Fund Advisors	BlackRock Investments, LLC
San Francisco, CA 94105	New York, NY 10022
Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC	PricewaterhouseCoopers LLP
Wilmington, DE 19809	Philadelphia, PA 19103
Accounting Agent and Custodian	Legal Counsel
State Street Bank and Trust Company	Sidley Austin LLP
Boston, MA 02111	New York, NY 10019
Transfer Agent	Address of the Trust/MIP
BNY Mellon Investment Servicing (US) Inc.	400 Howard Street
Wilmington, DE 19809	San Francisco, CA 94105

50 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Glossary of Terms Used in this Report

Portfolio Abbreviation
ETF	Exchange-Traded Fund
MSCI	Morgan Stanley Capital International
S&P	Standard & Poor’s

GLOSSARY  OF  TERMS  USED  IN  THIS  REPORT 51

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.

SPSF-12/22-AR

                

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

·  iShares U.S. Aggregate Bond Index Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

Significant economic headwinds emerged during the 12-month reporting period ended December 31, 2022, as investors navigated changing economic conditions and volatile markets. The U.S. economy shrank in the first half of 2022 before returning to modest growth in the third quarter, marking a shift to a more challenging post-reopening economic environment. Changes in consumer spending patterns and a tight labor market led to elevated inflation, which reached a 40-year high before beginning to moderate. Moreover, while the foremost effect of Russia’s invasion of Ukraine has been a severe humanitarian crisis, the ongoing war continued to present challenges for both investors and policymakers.

Equity prices fell as interest rates rose, particularly during the first half of the reporting period. Both large- and small-capitalization U.S. stocks fell, although equities began to recover in the second half of the year as inflation eased and economic growth resumed. Emerging market stocks and international equities from developed markets declined overall, pressured by rising interest rates and a strengthening U.S. dollar.

The 10-year U.S. Treasury yield rose notably during the reporting period, driving its price down, as investors reacted to fluctuating inflation data and attempted to anticipate its impact on future interest rate changes. The corporate bond market also faced inflationary headwinds, and heightened uncertainty led to higher corporate bond spreads (the difference in yield between U.S. Treasuries and similarly-dated corporate bonds).

The U.S. Federal Reserve (the “Fed”), acknowledging that inflation has been more persistent than expected, raised interest rates seven times. Furthermore, the Fed wound down its bond-buying programs and is accelerating the reduction of its balance sheet. While the Fed suggested that additional rate hikes were likely, it also gave indications that the pace of increases would slow if inflation continued to subside.

The pandemic’s restructuring of the economy brought an ongoing mismatch between supply and demand, contributing to the current inflationary regime. While growth slowed in 2022, we believe that taming inflation requires a more dramatic economic decline to bring demand back to a level more in line with the economy’s capacity. The Fed has been raising interest rates at the fastest pace in decades, and seems set to overtighten in its effort to get inflation back to target. With this in mind, we believe the possibility of a U.S. recession in the near-term is high, but this prospect has not yet been fully priced in by markets. Investors should expect a period of higher volatility as markets adjust to the new economic reality and policymakers attempt to adapt to rapidly changing conditions.

In this environment, while we favor an overweight to equities in the long-term, the market’s concerns over excessive rate hikes from central banks moderate our outlook. Rising input costs and a deteriorating economic backdrop are likely to challenge corporate earnings, so we are underweight equities overall in the near term. However, we see better opportunities in credit, where valuations are attractive and higher yields provide income opportunities. We believe that global investment-grade corporates, global inflation-linked bonds, and U.S. mortgage-backed securities offer strong opportunities for a six- to twelve-month horizon.

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

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of December 31, 2022
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	2.31%	(18.11)%
U.S. small cap equities (Russell 2000® Index)	3.91	(20.44)
International equities (MSCI Europe, Australasia, Far East Index)	6.36	(14.45)
Emerging market equities (MSCI Emerging Markets Index)	(2.99)	(20.09)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	1.32	1.47
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(5.58)	(16.28)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(2.97)	(13.01)
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	0.50	(8.53)
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	3.50	(11.18)
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS  PAGE  IS  NOT  PART  OF   YOUR  FUND  REPORT

Table of Contents

	Page
The Markets in Review	2
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	6
Fund Financial Statements:
Fund Statement of Assets and Liabilities	7
Fund Statement of Operations	9
Fund Statements of Changes in Net Assets	10
Fund Financial Highlights	11
Fund Notes to Financial Statements	15
Fund Report of Independent Registered Public Accounting Firm	19
Important Tax Information	20
Master Portfolio Information	21
Master Portfolio Financial Statements:
Master Portfolio Schedule of Investments	22
Master Portfolio Statement of Assets and Liabilities	76
Master Portfolio Statement of Operations	77
Master Portfolio Statements of Changes in Net Assets	78
Master Portfolio Financial Highlights	79
Master Portfolio Notes to Financial Statements	80
Master Portfolio Report of Independent Registered Public Accounting Firm	87
Statement Regarding Liquidity Risk Management Program	88
Trustee and Officer Information	89
Additional Information	93
Glossary of Terms Used in this Report	95

3

Fund Summary  as of December 31, 2022  iShares U.S. Aggregate Bond Index Fund

Investment Objective

iShares U.S. Aggregate Bond Index Fund’s (the “Fund”) investment objective is to seek to provide investment results that correspond to the total return performance of fixed-income securities in the aggregate, as represented by the Bloomberg U.S. Aggregate Bond Index (the “Index”).

Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended December 31, 2022, the Fund’s Institutional Shares returned (13.09)%, Investor A Shares returned (13.31)%, Class K Shares returned (13.03)% and Investor P Shares returned (13.31)%. For the same period, the benchmark Bloomberg U.S. Aggregate Bond Index (the “Index”) returned (13.01)%.

Returns for the Fund’s respective share classes differ from the Index based on individual share class expenses. The Fund invests all of its assets in U.S Total Bond Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio.

Describe the market environment.

The broad U.S. taxable bond market returned (13.01)% for 2022 as gauged by the Bloomberg U.S. Aggregate Index. The 10-year U.S. Treasury yield finished the year at 3.88%, an increase of 236 basis points from its 1.52% starting point at the end of 2021. The two-year Treasury note began 2022 at 0.73% and ended the year at 4.41% for an increase of 368 basis points. As a result, the Treasury curve ended 2022 significantly inverted (meaning that yields were higher for shorter maturities), a development which has historically been a precursor to recession. Against this backdrop, bond market returns for the reporting period were negative and credit spreads generally widened.

Historically high inflation and policy tightening in response by the Fed to contain prices were the principal drivers of the benchmark index posting its biggest calendar year loss on record. Inflation had already breeched the Fed’s 2% target in late 2021 but spiked in the wake of Russia’s late-February 2022 invasion of Ukraine. U.S. year-over-year consumer price inflation broke the 8% mark in March 2022 and peaked at 9.1% in June 2022. The Fed responded aggressively by raising its benchmark overnight lending rate seven times in 2022, leaving the fed funds target range at 4.25%-4.50% at year-end, as compared to 0.0%-0.25% entering the year.

Describe recent portfolio activity.

During the period, the Master Portfolio maintained its objective of seeking to provide investment results that correspond to the total return performance of the Index by selecting securities in accordance with their relative proportion within the Index. Other factors considered in security selection included transaction costs and maturity structure.

Describe portfolio positioning at period end.

The Master Portfolio remains positioned to attempt to match the risk characteristics of the Index, irrespective of the market’s future direction.

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

4 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Fund Summary  as of December 31, 2022 (continued) iShares U.S. Aggregate Bond Index Fund

GROWTH OF $10,000 INVESTMENT

^(a)  Assuming transaction costs and other operating expenses, including administration fees, if any.

^(b)  The Fund invests all of its assets in the Master Portfolio. The Master Portfolio invests primarily in investment-grade U.S. Government securities and corporate bonds, as well as investment grade mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities.

^(c)  A broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market.

Performance

							Average Annual Total Returns(a)
							1 Year						5 Years						10 Years
	Standardized 30-Day Yields			Unsubsidized 30-Day Yields			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		3.95	%		3.95	%		(13.09	)%		N/A			(0.10	)%		N/A			0.89	%		N/A
Investor A		3.70			3.70			(13.31	)		N/A			(0.35	)		N/A			0.64			N/A
Investor P		3.55			3.55			(13.31	)		(16.77	)%		(0.34	)		(1.15	)%		0.64			0.24	%
Class K		4.00			4.00			(13.03	)		N/A			(0.03	)		N/A			0.95			N/A
Bloomberg U.S. Aggregate Bond Index		—			—			(13.01	)		N/A			0.02			N/A			1.06			N/A

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

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

Past performance is not an indication of future results.

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

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (07/01/22	)	Ending Account Value (12/31/22	)	Expenses Paid During the Period	(a)		Beginning Account Value (07/01/22)	Ending Account Value (12/31/22)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$        1,000.00		$        967.90		$          0.50			$        1,000.00	$        1,024.70	$          0.51		0.10	%
Investor A		1,000.00		966.70		1.74			1,000.00	1,023.44	1.79		0.35
Investor P		1,000.00		966.70		1.74			1,000.00	1,023.44	1.79		0.35
Class K		1,000.00		968.20		0.25			1,000.00	1,024.95	0.26		0.05

^(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 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master Portfolio, the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

FUND   SUMMARY 5

About Fund Performance iShares U.S. Aggregate Bond Index Fund

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. These shares are generally available through financial intermediaries.

Investor P Shares are subject to a maximum initial sales charge (front-end load) of 4.00% and a service fee of 0.25% per year (but no distribution fee). Certain redemption of these shares may be subject to a CDSC where no initial sales charge was paid at the time of purchase. These shares are only available to investors purchasing shares through registered representatives of an insurance company’s broker-dealer that has entered into an agreement with the Fund’s distributor to offer such shares. Investor P Shares performance shown prior to the Investor P Shares inception date of August 6, 2018 is that of Class K Shares (which have no distribution or service fess) and was restated to reflect Investor P 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 “Administrator”), the Fund’s administrator, 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 Administrator 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 Administrator 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, such as sales charges; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense example 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.

6 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities

December 31, 2022

	iShares U.S. Aggregate Bond Index Fund
ASSETS
Investments, at value — Master Portfolio	$	2,227,328,454
Receivables:
Capital shares sold		5,295,988
Withdrawals from the Master Portfolio		17,133,644
Total assets		2,249,758,086
LIABILITIES
Payables:
Administration fees		35,990
Capital shares redeemed		22,429,632
Professional fees		12,856
Service fees		22,771
Total liabilities		22,501,249
NET ASSETS	$	2,227,256,837
NET ASSETS CONSIST OF
Paid-in capital	$	2,565,592,779
Accumulated loss		(338,335,942	)
NET ASSETS	$	2,227,256,837

FUND   FINANCIAL   STATEMENTS 7

Statement of Assets and Liabilities   (continued)

December 31, 2022

	iShares U.S. Aggregate Bond Index Fund
NET ASSET VALUE
Institutional
Net assets	$	248,151,187
Shares outstanding		27,901,594
Net asset value	$	8.89
Shares authorized		Unlimited
Par value		No par value
Investor A
Net assets	$	96,331,352
Shares outstanding		10,830,896
Net asset value	$	8.89
Shares authorized		Unlimited
Par value		No par value
Investor P
Net assets	$	7,147,732
Shares outstanding		803,844
Net asset value	$	8.89
Shares authorized		Unlimited
Par value		No par value
Class K
Net assets	$	1,875,626,566
Shares outstanding		210,736,466
Net asset value	$	8.90
Shares authorized		Unlimited
Par value		No par value

See notes to financial statements.

8 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Operations

Year Ended December 31, 2022

	iShares U.S. Aggregate Bond Index Fund
INVESTMENT INCOME
Net investment income allocated from the Master Portfolio:
Dividends — affiliated	$	1,278,213
Interest — unaffiliated		48,824,456
Securities lending income — affiliated — net		1,077,759
Expenses		(988,949	)
Fees waived		126,046
Total investment income		50,317,525
FUND EXPENSES
Administration — class specific		436,797
Service — class specific		313,680
Professional		12,236
Miscellaneous		2,116
Total expenses		764,829
Less:
Fees waived and/or reimbursed by the Administrator		(12,236	)
Total expenses after fees waived and/or reimbursed		752,593
Net investment income		49,564,932
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM THE MASTER PORTFOLIO
Net realized gain (loss) from:
Investments — unaffiliated		(26,052,299	)
Investments — affiliated		721,461
		(25,330,838	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(346,131,997	)
Investments — affiliated		(1,671,896	)
		(347,803,893	)
Net realized and unrealized loss		(373,134,731	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(323,569,799	)

See notes to financial statements.

FUND  FINANCIAL  STATEMENTS 9

Statements of Changes in Net Assets

	iShares U.S. Aggregate Bond Index Fund
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	49,564,932		$	47,683,747
Net realized gain (loss)		(25,330,838	)		2,566,614
Net change in unrealized appreciation (depreciation)		(347,803,893	)		(99,513,908	)
Net decrease in net assets resulting from operations		(323,569,799	)		(49,263,547	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income and net realized gain
Institutional		(6,926,921	)		(7,992,323	)
Investor A		(2,488,815	)		(2,639,249	)
Investor P		(164,425	)		(136,576	)
Class K		(45,478,768	)		(42,745,480	)
Return of capital
Institutional		—			(14,602	)
Investor A		—			(5,601	)
Investor P		—			(286	)
Class K		—			(77,300	)
Decrease in net assets resulting from distributions to shareholders		(55,058,929	)		(53,611,417	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		19,825,572			(16,506,421	)
NET ASSETS
Total decrease in net assets		(358,803,156	)		(119,381,385	)
Beginning of year		2,586,059,993			2,705,441,378
End of year	$	2,227,256,837		$	2,586,059,993

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

See notes to financial statements.

10 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

		iShares U.S. Aggregate Bond Index Fund
		Institutional
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year		$	10.48		$	10.89		$	10.39			$	9.85		$	10.13
Net investment income(a)			0.20			0.19			0.24				0.29			0.26
Net realized and unrealized gain (loss)			(1.56	)		(0.39	)		0.54				0.54			(0.28	)
Net increase (decrease) from investment operations			(1.36	)		(0.20	)		0.78				0.83			(0.02	)
Distributions(b)
From net investment income			(0.23	)		(0.21	)		(0.26	)			(0.29	)		(0.26	)
From net realized gain			—			(0.00	)(c)		(0.02	)			—			—
Return of capital			—			(0.00	)(c)		—				—			(0.00	)(c)
Total distributions			(0.23	)		(0.21	)		(0.28	)			(0.29	)		(0.26	)
Net asset value, end of year		$	8.89		$	10.48		$	10.89			$	10.39		$	9.85
Total Return(d)
Based on net asset value			(13.09	)%		(1.85	)%		7.59	%			8.56	%(e)		(0.13	)%
Ratios to Average Net Assets(f)(g)
Total expenses			0.10	%		0.09	%		0.09	%			0.10	%		0.09	%
Total expenses after fees waived and/or reimbursed			0.10	%		0.09	%		0.09	%			0.10	%		0.09	%
	��
Net investment income			2.13	%		1.75	%		2.18	%			2.85	%		2.67	%
Supplemental Data
Net assets, end of year (000)		$	248,151		$	419,040		$	371,074			$	187,854		$	150,714
Portfolio turnover rate of the Master Portfolio(h)			161	%		175	%		186	%			158	%		274	%
(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) Includes payment from an affiliate, which had no impact on the Fund’s total return. (f)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income. (g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. (h) Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20				Year Ended 12/31/19			Year Ended 12/31/18
Portfolio turnover rate (excluding MDRs)			93	%		89	%		101	%			97	%		162	%

See notes to financial statements.

FUND  FINANCIAL  HIGHLIGHTS 11

Financial Highlights (continued)

(For a share outstanding throughout each period)

		iShares U.S. Aggregate Bond Index Fund (continued)
		Investor A
		Year Ended 12/31/22				Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19				Year Ended 12/31/18
Net asset value, beginning of year			$	10.48		$	10.89		$	10.39			$	9.84		$	10.13
Net investment income(a)				0.18			0.16			0.21				0.26			0.24
Net realized and unrealized gain (loss)				(1.57	)		(0.39	)		0.54				0.56			(0.29	)
Net increase (decrease) from investment operations				(1.39	)		(0.23	)		0.75				0.82			(0.05	)
Distributions(b)
From net investment income				(0.20	)		(0.18	)		(0.23	)			(0.27	)		(0.24	)
From net realized gain				—			(0.00	)(c)		(0.02	)			—			—
Return of capital				—			(0.00	)(c)		—				—			(0.00	)(c)
Total distributions				(0.20	)		(0.18	)		(0.25	)			(0.27	)		(0.24	)
Net asset value, end of year			$	8.89		$	10.48		$	10.89			$	10.39		$	9.84
Total Return(d)
Based on net asset value				(13.31	)%		(2.09	)%		7.33	%			8.39	%(e)		(0.48	)%
Ratios to Average Net Assets(f)(g)
Total expenses				0.35	%		0.34	%		0.34	%			0.35	%		0.34	%
Total expenses after fees waived and/or reimbursed				0.35	%		0.34	%		0.34	%			0.35	%		0.34	%
Net investment income				1.90	%		1.46	%		1.98	%			2.61	%		2.39	%
Supplemental Data
Net assets, end of year (000)			$	96,331		$	144,418		$	161,624			$	121,421		$	126,483
Portfolio turnover rate of the Master Portfolio(h)				161	%		175	%		186	%			158	%		274	%
(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) Includes payment from an affiliate, which had no impact on the Fund’s total return. (f)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income. (g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. (h) Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:
			Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20				Year Ended 12/31/19			Year Ended 12/31/18
	Portfolio turnover rate (excluding MDRs)			93	%		89	%		101	%			97	%		162	%

See notes to financial statements.

12 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	iShares U.S. Aggregate Bond Index Fund (continued)
	Investor P
																				Period from
	Year Ended					Year Ended					Year Ended					Year Ended						08/06/18	(a)
	12/31/22				12/31/21					12/31/20					12/31/19					to 12/31/18
Net asset value, beginning of period		$	10.48				$	10.89				$	10.39				$	9.85			$	9.83
Net investment income(b)			0.18					0.16					0.21					0.27				0.10
Net realized and unrealized gain (loss)			(1.57	)				(0.39	)				0.55					0.54				0.03
Net increase (decrease) from investment operations			(1.39	)				(0.23	)				0.76					0.81				0.13
Distributions(c)
From net investment income			(0.20	)				(0.18	)				(0.24	)				(0.27	)			(0.11	)
From net realized gain			—					(0.00	)(d)				(0.02	)				—				—
Return of capital			—					(0.00	)(d)				—					—				(0.00	)(d)
Total distributions			(0.20	)				(0.18	)				(0.26	)				(0.27	)			(0.11	)
													��
Net asset value, end of period		$	8.89				$	10.48				$	10.89				$	10.39			$	9.85
Total Return(e)
Based on net asset value			(13.31	)%				(2.09	)%				7.34	%				8.32	%(f)			1.30	%(g)
Ratios to Average Net Assets(h)(i)
Total expenses			0.35	%				0.34	%				0.34	%				0.35	%			0.34	%(j)
Total expenses after fees waived and/or reimbursed			0.35	%				0.34	%				0.34	%				0.35	%			0.34	%(j)
Net investment income			1.91	%				1.50	%				1.95	%				2.54	%			2.61	%(j)
Supplemental Data
Net assets, end of period (000)		$	7,148				$	8,461				$	7,045				$	2,714			$	277
Portfolio turnover rate of the Master Portfolio(k)			161	%				175	%				186	%				158	%			274	%

^(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 $(0.005) per share.

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

^(f)  Includes payment from an affiliate, which had no impact on the Fund’s total return.

^(g)  Not annualized.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income.

⁽ⁱ⁾  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(j)  Annualized.

^(k)  Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:

																		Period from
		Year Ended				Year Ended				Year Ended				Year Ended					08/06/18	(a)
	12/31/22				12/31/21				12/31/20				12/31/19				to 12/31/18
Portfolio turnover rate (excluding MDRs)			93	%			89	%			101	%			97	%			162	%

See notes to financial statements.

FUND   FINANCIAL   HIGHLIGHTS 13

Financial Highlights (continued)

(For a share outstanding throughout each period)

		iShares U.S. Aggregate Bond Index Fund (continued)
		Class K
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Net asset value, beginning of year		$	10.49		$	10.90		$	10.40		$	9.85		$	10.13
Net investment income(a)			0.21			0.19			0.25			0.29			0.27
Net realized and unrealized gain (loss)			(1.57	)		(0.39	)		0.54			0.56			(0.28	)
Net increase (decrease) from investment operations			(1.36	)		(0.20	)		0.79			0.85			(0.01	)
Distributions(b)
From net investment income			(0.23	)		(0.21	)		(0.27	)		(0.30	)		(0.27	)
From net realized gain			—			(0.00	)(c)		(0.02	)		—			—
Return of capital			—			(0.00	)(c)		—			—			(0.00	)(c)
Total distributions			(0.23	)		(0.21	)		(0.29	)		(0.30	)		(0.27	)
Net asset value, end of year		$	8.90		$	10.49		$	10.90		$	10.40		$	9.85
Total Return(d)
Based on net asset value			(13.03	)%		(1.80	)%		7.64	%		8.71	%(e)		(0.08	)%
Ratios to Average Net Assets(f)(g)
Total expenses			0.05	%		0.04	%		0.04	%		0.05	%		0.04	%
Total expenses after fees waived and/or reimbursed			0.05	%		0.04	%		0.04	%		0.05	%		0.04	%
Net investment income			2.23	%		1.80	%		2.29	%		2.89	%		2.71	%
Supplemental Data
Net assets, end of year (000)		$	1,875,627		$	2,014,141		$	2,165,698		$	1,730,754		$	1,027,621
Portfolio turnover rate of the Master Portfolio(h)			161	%		175	%		186	%		158	%		274	%
(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) Includes payment from an affiliate, which had no impact on the Fund’s total return. (f)  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment income. (g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. (h) Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
	Portfolio turnover rate (excluding MDRs)		93	%		89	%		101	%		97	%		162	%

See notes to financial statements.

14 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements

1. ORGANIZATION

BlackRock Funds III (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 Delaware statutory trust. iShares U.S. Aggregate Bond Index Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund seeks to achieve its investment objective by investing all of its assets in U.S. Total Bond Index Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio (“MIP”) and an affiliate of the Trust, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s proportionate interest in the net assets of the Master Portfolio. The performance of the Fund is directly affected by the performance of the Master Portfolio. At December 31, 2022, the percentage of the Master Portfolio owned by the Fund was 100.0%. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear 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 and Investor P Shares bear certain expenses related to shareholder servicing of such shares. Investor A Shares are generally available through financial intermediaries. Investor P Shares are only available through registered representatives of an insurance company’s broker-dealer that has entered into an agreement with the Fund’s distributor to offer such shares. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge		CDSC			Conversion Privilege
Institutional, Investor A and Class K Shares		No		No		None
Investor P Shares		Yes		No	(a)	None

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

The Board of Trustees of the Trust and Board of Trustees of MIP are referred to throughout this report as the “Board” and the members are referred to as “Trustees.”

The Fund, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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, contributions to and withdrawals from the Master Portfolio are accounted for on a trade date basis. The Fund records its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. Realized and unrealized gains and losses were adjusted utilizing partnership tax allocation rules. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Distributions: Distributions 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 portion of distributions, if any, that exceeds a fund’s current and accumulated earnings and profits, as measured on a tax basis, constitute a non-taxable return of capital. 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 BlackRock Advisors, LLC (“BAL” or the “Administrator”), 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 policy is to value its financial instruments at fair value. The Fund records its investment in the Master Portfolio at fair value based on the Fund’s proportionate interest in the net assets of the Master Portfolio. Valuation of securities held by the Master Portfolio is discussed in Note 3 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

4. ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with BAL, which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Fund’s ordinary operating expenses, excluding, generally, investment advisory fees,

FUND   NOTES   TO  FINANCIAL   STATEMENTS 15

Notes to Financial Statements   (continued)

distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Fund. BAL is entitled to receive for these administrative services an annual fee based on the average daily net assets of the Fund as follows:

	Institutional			Investor A			Investor P			Class K
Administration fees - class specific		0.06	%		0.06	%		0.06	%		0.01	%

For the year ended December 31, 2022, the following table shows the class specific administration fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor P		Class K		Total
Administration fees — class specific	$	177,602	$	70,707	$	4,576	$	183,912	$	436,797

From time to time, BAL may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Fund and, accordingly, have a favorable impact on its performance. BAL may delegate certain of its administration duties to sub-administrators. For the year ended December 31, 2022, BAL did not waive any amount.

Service and Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Administrator. 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:

Share Class	Service Fees
Investor A		0.25%
Investor P		0.25

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

For the year ended December 31, 2022, the following table shows the class specific service fees borne directly by each share class of the Fund:

Fund Name	Investor A		Investor P		Total
iShares U.S. Aggregate Bond Index Fund	$	294,613	$	19,067	$ 313,680

Other Fees: For the year ended December 31, 2022, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor P Shares for a total of $1,713.

Expense Limitations, Waivers and Reimbursements: The fees and expenses of the Trust’s trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Trust’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Fund. Each of BAL and BFA, as applicable, has contractually agreed to reimburse the Fund or provide an offsetting credit against the administration fees paid by the Fund in an amount equal to these independent expenses through June 30, 2023. The amount waived is included in fees waived and/or reimbursed by the Administrator in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $12,236.

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 December 31, 2022, 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, Inc. (“BlackRock”) or its affiliates.

5. INCOME TAX INFORMATION

It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no 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 December 31, 2022, 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.

16 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements   (continued)

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, permanent differences attributable to distributions paid in excess of taxable income and the timing and recognition of partnership income were reclassified to the following accounts:

		iShares U.S. Aggregate Bond Index Fund
Paid-in capital	$		9,933,697
Accumulated earnings (loss)			(9,933,697	)

The tax character of distributions paid was as follows:

	Year Ended		Year Ended
Fund Name	12/31/22		12/31/21
iShares U.S. Aggregate Bond Index Fund
Ordinary income	$	55,058,929	$	53,484,827
Long-term capital gains		—		28,801
Return of capital		—		97,789
	$	55,058,929	$	53,611,417

As of December 31, 2022, the tax components of accumulated earnings (loss) were as follows:

	Non-Expiring
	Capital Loss			Net Unrealized
Fund Name	Carryforwards(a)			Gains (Losses)(b)			Total
iShares U.S. Aggregate Bond Index Fund	$	(45,730,483	)	$	(292,605,459	)	$	(338,335,942	)

^(a)  Amounts available to offset future realized capital gains.

^(b)  The difference between book-basis and tax-basis net unrealized losses was attributable primarily to the tax deferral of losses on wash sales, amortization methods for premiums and discounts on fixed income securities and the timing and recognition of partnership income.

As of December 31, 2022, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
iShares U.S. Aggregate Bond Index Fund	$	3,145,041,955	$	4,782,261	$	(299,421,749	)	$	(294,639,488	)

6. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class	Shares			Amounts			Shares			Amounts
iShares U.S. Aggregate Bond Index Fund
Institutional
Shares sold		23,599,200		$	220,083,866			18,015,453		$	190,881,809
Shares issued in reinvestment of distributions		739,207			6,926,315			757,112			8,006,609
Shares redeemed		(36,418,384	)		(345,826,812	)		(12,871,825	)		(136,378,482	)
		(12,079,977	)	$	(118,816,631	)		5,900,740		$	62,509,936
Investor A
Shares sold		2,719,233		$	25,927,139			6,012,661		$	63,679,017
Shares issued in reinvestment of distributions		265,851			2,486,947			250,003			2,644,033
Shares redeemed		(5,934,097	)		(55,844,289	)		(7,328,064	)		(77,850,649	)
		(2,949,013	)	$	(27,430,203	)		(1,065,400	)	$	(11,527,599	)
Investor P
Shares sold		225,782		$	2,110,100			407,308		$	4,312,350
Shares issued in reinvestment of distributions		17,192			160,295			12,593			133,146
Shares redeemed		(246,653	)		(2,312,593	)		(259,620	)		(2,748,562	)
		(3,679	)	$	(42,198	)		160,281		$	1,696,934

FUND   NOTES   TO  FINANCIAL   STATEMENTS 17

Notes to Financial Statements   (continued)

	Year Ended 12/31/22						Year Ended 12/31/21
Fund Name / Share Class (continued)	Shares			Amounts			Shares			Amounts
iShares U.S. Aggregate Bond Index Fund (continued)
Class K
Shares sold		81,235,119		$	765,739,651			84,630,081		$	897,544,385
Shares issued in reinvestment of distributions		4,736,235			44,142,478			3,821,704			40,454,247
Shares redeemed		(67,276,247	)		(643,767,525	)		(95,183,822	)		(1,007,184,324	)
		18,695,107		$	166,114,604			(6,732,037	)	$	(69,185,692	)
		3,662,438		$	19,825,572			(1,736,416	)	$	(16,506,421	)

As of December 31, 2022, BlackRock Financial Management, Inc., an affiliate of the Fund, owned 20,346 Investor P Shares of the Fund.

7. 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.

18 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds III and Shareholders of iShares U.S. Aggregate Bond Index Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of iShares U.S. Aggregate Bond Index Fund (one of the series constituting BlackRock Funds III, referred to hereafter as the “Fund”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the accounting agent of the Master Portfolio. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

FUND   REPORT   OF   INDEPENDENT   REGISTERED   PUBLIC   ACCOUNTING   FIRM 19

Important Tax Information  (unaudited)

The Fund hereby designates the following amount, or maximum amount allowable by law, of distributions from direct federal obligation interest for the fiscal year ended December 31, 2022:

Fund Name	Federal Obligation Interest
iShares U.S. Aggregate Bond Index Fund	$	16,922,505

The law varies in each state as to whether and what percent of ordinary income dividends attributable to federal obligations is exempt from state income tax. Shareholders are advised to check with their tax advisers to determine if any portion of the dividends received is exempt from state income tax.

The Fund hereby designate the following amounts, or maximum amounts allowable by law, as interest income eligible to be treated as a Section 163(j) interest dividend for the fiscal year ended December 31, 2022:

Fund Name	Interest         Dividends
iShares U.S. Aggregate Bond Index Fund	$	54,930,461

The Fund hereby designates the following amount, or maximum amount allowable by law, as interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended December 31, 2022:

Fund Name	Interest Related Dividends
iShares U.S. Aggregate Bond Index Fund	$	53,066,237

20 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Master Portfolio Information    as of December 31, 2022 U.S. Total Bond Index Master Portfolio

PORTFOLIO COMPOSITION
Asset Type(a)	Percent of     Total Investments
U.S. Treasury Obligations	41.0%
U.S. Government Sponsored Agency Securities	29.7
Corporate Bonds	25.3
Foreign Agency Obligations	2.1
Non-Agency Mortgage-Backed Securities	1.0
Other*	0.9

CREDIT QUALITY ALLOCATION
Credit Rating(a)(b)	Percent of     Total Investments
AAA/Aaa(d)	73.7%
AA/Aa	2.9
A	11.5
BBB/Baa	11.9
BB/Ba	—(c)
N/R	—(c)

^(a)  Excludes short-term securities.

^(b)  For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service, Inc. if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

^(c)  Rounds to less than 0.1% of total investments.

^(d)  The investment adviser evaluates the credit quality of not-rated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors, individual investments and/or issuer. Using this approach, the investment adviser has deemed U.S. Government Sponsored Agency Securities and U.S. Treasury Obligations as AAA/Aaa.

* Includes one or more investment categories that individually represents less than 1.0% of the Master Portfolio’s total investments. Please refer to the Schedule of Investments for details.

MASTER  PORTFOLIO   INFORMATION 21

Schedule of Investments December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Asset-Backed Securities
American Express Credit Account Master Trust, Series 2022-2, Class A, 3.39%, 05/15/27	$	1,698	$	1,648,261
BA Credit Card Trust, Series 2021, Class A1, 0.44%, 09/15/26		854		804,990
Carmax Auto Owner Trust
Series 2021-1, Class A3, 0.34%, 12/15/25		285		275,457
Series 2021-1, Class A4, 0.53%, 10/15/26		178		162,850
GM Financial Consumer Automobile Receivables Trust
Series 2020-2, Class A3, 1.49%, 12/16/24		8		7,619
Series 2020-2, Class A4, 1.74%, 08/18/25		403		389,568
Honda Auto Receivables Owner Trust,
Series 2020-2, Class A4, 1.09%, 10/15/26		850		823,059
Toyota Auto Receivables Owner Trust
Series 2021-B, Class A3, 0.26%, 11/17/25		638		613,451
Series 2021-B, Class A4, 0.53%, 10/15/26		427		389,785
Verizon Master Trust, Series 2021-1, Class A, 0.50%, 05/20/27		488		458,401
Total Asset-Backed Securities — 0.3% (Cost: $5,847,242)				5,573,441
Corporate Bonds
Advertising Agencies — 0.0%
Interpublic Group of Cos., Inc.
4.75%, 03/30/30(a)		171		161,321
3.38%, 03/01/41		71		49,818
Omnicom Group, Inc.
2.45%, 04/30/30		121		100,215
2.60%, 08/01/31(a)		68		55,639
Omnicom Group, Inc./Omnicom Capital, Inc.(a)
3.65%, 11/01/24		70		68,629
3.60%, 04/15/26		87		83,457
				519,079
Aerospace & Defense — 0.6%
3M Co.
2.00%, 02/14/25(a)		171		161,953
3.00%, 08/07/25(a)		87		83,374
2.88%, 10/15/27(a)		130		119,973
3.38%, 03/01/29(a)		211		194,384
2.38%, 08/26/29(a)		169		143,336
3.13%, 09/19/46		87		59,576
3.63%, 10/15/47		104		77,386
3.25%, 08/26/49(a)		75		52,082
3.70%, 04/15/50(a)		87		66,596
Boeing Co.
1.43%, 02/04/24		427		409,197
4.88%, 05/01/25(a)		341		338,389
2.75%, 02/01/26		171		158,470
2.20%, 02/04/26(a)		427		387,956
3.10%, 05/01/26		171		160,905
2.70%, 02/01/27(a)		80		72,213
2.80%, 03/01/27		171		154,300
5.04%, 05/01/27(a)		341		337,241
3.20%, 03/01/29		341		299,020
2.95%, 02/01/30(a)		100		84,692
6.13%, 02/15/33(a)		74		75,203
3.25%, 02/01/35		275		209,137
5.71%, 05/01/40(a)		341		325,165
3.38%, 06/15/46		87		56,528

Security	Par (000)		Value
Aerospace & Defense (continued)
Boeing Co. (continued)
3.85%, 11/01/48	$	171	$	117,374
3.90%, 05/01/49		130		91,281
3.75%, 02/01/50(a)		243		166,834
5.81%, 05/01/50		300		278,153
5.93%, 05/01/60		427		388,973
Carlisle Cos., Inc., 2.75%, 03/01/30(a)		189		157,265
Eaton Corp.(a)
3.10%, 09/15/27		118		109,768
4.15%, 11/02/42		87		74,349
General Dynamics Corp.
3.25%, 04/01/25(a)		87		84,299
3.50%, 05/15/25		171		166,590
1.15%, 06/01/26(a)		78		69,252
2.13%, 08/15/26(a)		87		79,879
3.75%, 05/15/28		87		82,696
2.25%, 06/01/31(a)		61		51,024
4.25%, 04/01/40		171		156,010
2.85%, 06/01/41		83		61,379
4.25%, 04/01/50(a)		87		77,171
Huntington Ingalls Industries, Inc., 2.04%, 08/16/28		71		58,522
Illinois Tool Works, Inc.
4.88%, 09/15/41		181		174,653
3.90%, 09/01/42(a)		75		63,705
L3Harris Technologies, Inc.
3.83%, 04/27/25(a)		87		84,486
4.40%, 06/15/28(a)		171		163,684
4.40%, 06/15/28		87		83,278
2.90%, 12/15/29(a)		121		103,213
1.80%, 01/15/31		158		121,256
Lockheed Martin Corp.
3.55%, 01/15/26(a)		194		188,452
5.10%, 11/15/27(a)		35		35,771
3.90%, 06/15/32(a)		58		54,653
5.25%, 01/15/33(a)		50		51,551
3.60%, 03/01/35(a)		65		57,693
4.50%, 05/15/36(a)		141		134,549
4.07%, 12/15/42(a)		189		163,497
4.70%, 05/15/46		130		120,110
4.09%, 09/15/52(a)		87		72,859
4.15%, 06/15/53		140		118,739
5.70%, 11/15/54(a)		110		115,254
4.30%, 06/15/62		40		33,601
5.90%, 11/15/63(a)		40		42,943
Northrop Grumman Corp.
2.93%, 01/15/25		171		163,989
3.25%, 01/15/28		341		314,487
4.40%, 05/01/30		171		164,090
4.75%, 06/01/43		151		139,502
4.03%, 10/15/47		257		212,971
Parker-Hannifin Corp.
3.65%, 06/15/24(a)		200		195,690
4.25%, 09/15/27(a)		70		67,914
3.25%, 06/14/29		341		304,512
4.50%, 09/15/29(a)		100		95,825
4.20%, 11/21/34(a)		87		78,377
4.10%, 03/01/47		87		69,348
4.00%, 06/14/49		87		68,755
Raytheon Technologies Corp.
3.95%, 08/16/25		171		167,057

22 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Aerospace & Defense (continued)
Raytheon Technologies Corp. (continued)
3.50%, 03/15/27(a)	$	171	$	162,846
3.13%, 05/04/27(a)		171		159,238
4.13%, 11/16/28		211		201,950
2.25%, 07/01/30(a)		246		204,707
1.90%, 09/01/31		171		134,253
4.45%, 11/16/38		87		79,024
4.88%, 10/15/40		87		81,175
4.70%, 12/15/41		74		66,691
4.15%, 05/15/45		87		72,527
3.75%, 11/01/46		130		100,335
4.35%, 04/15/47		171		145,432
4.05%, 05/04/47		87		71,342
4.63%, 11/16/48(a)		214		192,829
3.13%, 07/01/50(a)		227		158,907
2.82%, 09/01/51(a)		87		56,355
Teledyne Technologies, Inc., 2.75%, 04/01/31(a)		171		139,827
Textron, Inc., 3.00%, 06/01/30(a)		171		145,320
Trane Technologies Global Holding Co. Ltd., 4.30%, 02/21/48		87		66,827
Trane Technologies Luxembourg Finance SA(a)
3.55%, 11/01/24		87		84,772
4.65%, 11/01/44		30		25,244
4.50%, 03/21/49		87		70,491
				12,744,451
Air Freight & Logistics — 0.0%
JB Hunt Transport Services, Inc., 3.88%, 03/01/26(a)		171		165,582
Airlines — 0.1%
American Airlines Pass-Through Trust(a)
Series 2016-2, Class AA, 3.20%, 12/15/29		63		54,285
Series 2019-1, Class AA, 3.15%, 08/15/33		148		122,327
Series 2021-1, Class A, 2.88%, 01/11/36		171		137,609
Continental Airlines Pass-Through Trust,
Series 2012-2 A, Class A, 4.00%, 04/29/26(a)		48		45,823
JetBlue Pass-Through Trust, Series AA, Class AA, 2.75%, 11/15/33		140		115,070
Southwest Airlines Co.
5.25%, 05/04/25(a)		267		267,993
5.13%, 06/15/27(a)		213		210,309
2.63%, 02/10/30		191		158,477
United Airlines Pass-Through Trust
Series 2012-1 A, Class A, 4.15%, 10/11/25		27		25,782
Series 2013-1, Class A, 4.30%, 02/15/27(a)		42		39,271
Series 2016-1, Class AA, 3.10%, 01/07/30(a)		64		57,737
Series 2019-1, Class AA, 2.70%, 11/01/33		204		164,865
Series 2020-1, Class A, 5.88%, 10/15/27(a)		243		239,238
				1,638,786
Auto Components — 0.0%
Aptiv PLC
4.40%, 10/01/46		87		64,399
3.10%, 12/01/51		171		101,059
Aptiv PLC/Aptiv Corp.(a)
3.25%, 03/01/32		102		83,432
4.15%, 05/01/52		87		62,598
BorgWarner, Inc.
3.38%, 03/15/25		70		67,059
2.65%, 07/01/27		156		138,773

Security	Par (000)		Value
Auto Components (continued)
Lear Corp.
2.60%, 01/15/32(a)	$	71	$	53,418
5.25%, 05/15/49		87		71,231
3.55%, 01/15/52(a)		74		44,963
Magna International, Inc., 2.45%, 06/15/30		60		49,580
				736,512
Automobiles — 0.4%
Advance Auto Parts, Inc., 3.50%, 03/15/32(a)		70		57,429
American Honda Finance Corp.
2.40%, 06/27/24(a)		171		164,753
0.75%, 08/09/24(a)		74		69,180
2.15%, 09/10/24		171		163,146
1.50%, 01/13/25(a)		87		81,397
1.30%, 09/09/26		71		62,649
2.35%, 01/08/27(a)		87		78,977
2.00%, 03/24/28(a)		93		80,124
2.25%, 01/12/29(a)		87		74,620
AutoNation, Inc.
1.95%, 08/01/28		74		59,012
2.40%, 08/01/31		78		56,083
3.85%, 03/01/32(a)		80		63,854
AutoZone, Inc., 4.75%, 08/01/32		100		96,918
Cummins, Inc.(a)
0.75%, 09/01/25		87		78,441
2.60%, 09/01/50		87		53,860
General Motors Co.
4.00%, 04/01/25(a)		341		332,577
4.20%, 10/01/27(a)		171		160,796
6.80%, 10/01/27(a)		104		107,950
5.40%, 10/15/29(a)		65		62,029
5.60%, 10/15/32(a)		100		92,900
5.00%, 04/01/35		130		111,943
6.60%, 04/01/36(a)		87		85,208
5.15%, 04/01/38(a)		87		75,053
5.20%, 04/01/45		171		138,984
6.75%, 04/01/46(a)		133		127,508
5.95%, 04/01/49(a)		112		97,610
General Motors Financial Co., Inc.
5.10%, 01/17/24(a)		171		170,324
1.05%, 03/08/24(a)		71		67,422
3.95%, 04/13/24(a)		171		167,630
1.20%, 10/15/24		105		97,205
4.00%, 01/15/25		87		84,415
2.90%, 02/26/25(a)		114		107,976
2.75%, 06/20/25(a)		169		158,201
4.30%, 07/13/25(a)		171		165,608
6.05%, 10/10/25		380		386,514
5.25%, 03/01/26(a)		179		176,217
1.50%, 06/10/26		171		148,504
4.35%, 01/17/27(a)		87		82,666
2.35%, 02/26/27(a)		171		149,337
5.00%, 04/09/27(a)		200		193,734
2.70%, 08/20/27		171		149,480
2.40%, 04/10/28(a)		89		74,855
2.40%, 10/15/28(a)		168		139,307
5.65%, 01/17/29(a)		87		85,456
3.60%, 06/21/30(a)		90		75,741
2.70%, 06/10/31(a)		122		93,473
3.10%, 01/12/32(a)		75		58,766

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 23

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Automobiles (continued)
Honda Motor Co. Ltd., 2.97%, 03/10/32(a)	$	133	$	113,937
Mercedes-Benz Finance North America LLC, 8.50%, 01/18/31		104		128,211
PACCAR Financial Corp.
3.15%, 06/13/24		160		156,228
0.50%, 08/09/24(a)		72		67,050
3.55%, 08/11/25(a)		270		261,671
4.95%, 10/03/25		80		80,355
1.10%, 05/11/26(a)		110		98,014
2.00%, 02/04/27		75		67,678
Toyota Motor Corp.
0.68%, 03/25/24(a)		87		82,524
2.36%, 07/02/24(a)		87		83,712
1.34%, 03/25/26(a)		87		78,043
2.76%, 07/02/29		65		57,543
2.36%, 03/25/31		87		73,326
Toyota Motor Credit Corp.
0.50%, 06/18/24(a)		171		160,421
0.63%, 09/13/24(a)		155		144,242
4.40%, 09/20/24(a)		100		99,057
1.45%, 01/13/25(a)		171		160,106
3.95%, 06/30/25(a)		85		83,211
3.65%, 08/18/25		80		77,730
5.40%, 11/10/25(a)		100		101,538
1.13%, 06/18/26		210		185,527
1.90%, 01/13/27(a)		171		152,586
3.05%, 03/22/27(a)		171		159,432
4.55%, 09/20/27(a)		100		98,622
1.90%, 04/06/28(a)		189		164,332
3.65%, 01/08/29(a)		171		160,120
4.45%, 06/29/29(a)		100		97,906
2.15%, 02/13/30(a)		87		73,196
1.90%, 09/12/31		121		95,535
				8,827,685
Banks — 1.6%
Banco Bilbao Vizcaya Argentaria SA, (1 year CMT + 2.30%), 5.86%, 09/14/26(b)		200		199,938
Bank of Montreal
2.15%, 03/08/24(a)		133		128,672
2.50%, 06/28/24(a)		171		164,664
0.63%, 07/09/24(a)		171		159,806
2.65%, 03/08/27(a)		133		121,469
(5 year CMT + 1.40%), 3.09%, 01/10/37(b)		241		182,221
(5 year USD Swap + 1.43%), 3.80%, 12/15/32(a)(b)		87		76,605
Series E, 3.30%, 02/05/24(a)		281		275,733
Bank of New York Mellon Corp., (1 day SOFR + 1.80%), 5.80%, 10/25/28(a)		80		82,724
Barclays PLC, (1 year CMT + 3.50%), 7.44%, 11/02/33(a)		200		209,560
BPCE SA, 4.00%, 04/15/24(a)		250		245,774
Canadian Imperial Bank of Commerce
1.00%, 10/18/24(a)		171		159,477
3.95%, 08/04/25(a)		100		97,668
0.95%, 10/23/25(a)		124		111,429
1.25%, 06/22/26		341		299,337
Citibank N.A., 3.65%, 01/23/24		500		493,127
Citigroup, Inc., 6.27%, 11/17/33		200		206,328
Citizens Bank NA/Providence RI(b)
(1 day SOFR + 1.40%), 4.12%, 05/23/25(a)		340		332,696

Security	Par (000)		Value
Banks (continued)
Citizens Bank NA/Providence RI(b) (continued)
(1 day SOFR + 2.00%), 4.58%, 08/09/28	$	340	$	328,253
Citizens Financial Group, Inc.
2.85%, 07/27/26(a)		257		237,647
2.50%, 02/06/30		61		49,574
(5 year CMT + 2.75%), 5.64%, 05/21/37(a)(b)		61		56,698
Comerica, Inc., 4.00%, 02/01/29(a)		171		160,130
Cooperatieve Rabobank UA(a)
3.38%, 05/21/25		500		484,342
4.38%, 08/04/25		500		488,026
5.25%, 05/24/41		176		176,115
Credit Suisse AG/New York
3.70%, 02/21/25		270		248,965
5.00%, 07/09/27		250		227,862
Discover Bank, 3.45%, 07/27/26		250		230,196
Fifth Third Bancorp
4.30%, 01/16/24		87		86,091
3.65%, 01/25/24		171		168,414
2.55%, 05/05/27		121		108,633
8.25%, 03/01/38(a)		75		92,812
(1 day SOFR + 0.69%), 1.71%, 11/01/27(a)(b)		171		151,672
(1 day SOFR + 1.36%), 4.06%, 04/25/28(a)(b)		61		57,836
(1 day SOFR + 1.66%), 4.34%, 04/25/33(a)(b)		61		55,733
(1 day SOFR + 2.13%), 4.77%, 07/28/30(b)		100		95,373
(1 day SOFR + 2.19%), 6.36%, 10/27/28(b)		100		102,889
First Republic Bank, 4.63%, 02/13/47(a)		250		194,000
First-Citizens Bank & Trust Co., 6.13%, 03/09/28		75		76,220
HSBC Bank USA NA, 7.00%, 01/15/39		250		269,321
Huntington Bancshares, Inc.
2.63%, 08/06/24		133		127,654
4.00%, 05/15/25		171		166,452
(1 day SOFR + 1.97%), 4.44%, 08/04/28(a)(b)		260		247,656
(1 day SOFR + 2.05%), 5.02%, 05/17/33(b)		73		69,308
Huntington National Bank, (1 day SOFR + 1.65%), 4.55%, 05/17/28(b)		280		270,163
ING Groep NV
3.95%, 03/29/27(a)		250		236,785
(1 day SOFR + 1.01%), 1.73%, 04/01/27(a)(b)		350		308,868
(1 day SOFR + 1.83%), 4.02%, 03/28/28(b)		211		197,302
KeyBank NA/Cleveland OH, 5.85%, 11/15/27		250		258,045
KeyCorp.
2.25%, 04/06/27(a)		87		77,008
2.55%, 10/01/29(a)		87		73,282
(1 day SOFR + 1.25%), 3.88%, 05/23/25(b)		65		63,600
(1 day SOFR + 2.06%), 4.79%, 06/01/33(a)(b)		105		99,140
M&T Bank Corp., (3 mo. SOFR + 1.78%), 4.55%, 08/16/28(a)(b)		100		97,397
Manufacturers & Traders Trust Co., 5.40%, 11/21/25		340		341,783
Morgan Stanley
6.14%, 10/16/26(a)		400		408,534
6.34%, 10/18/33		200		209,561
National Bank of Canada, (1 day SOFR + 1.01%), 3.75%, 06/09/25(a)(b)		340		330,414
Northern Trust Corp., 6.13%, 11/02/32(a)		130		137,077
PNC Bank NA
2.95%, 02/23/25		250		240,241
3.88%, 04/10/25(a)		250		243,139
4.05%, 07/26/28(a)		300		282,275
PNC Financial Services Group, Inc.
3.90%, 04/29/24(a)		341		336,821

24 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Banks (continued)
PNC Financial Services Group, Inc. (continued)
2.20%, 11/01/24(a)	$	75	$	71,660
1.15%, 08/13/26(a)		171		150,099
5.35%, 12/02/28		135		136,063
3.45%, 04/23/29(a)		341		311,697	��
2.55%, 01/22/30(a)		171		145,074
(1 day SOFR + 0.98%), 2.31%, 04/23/32(a)(b)		171		138,329
Regions Financial Corp.
2.25%, 05/18/25		341		318,668
1.80%, 08/12/28(a)		341		289,285
Royal Bank of Canada
2.55%, 07/16/24(a)		171		164,976
3.97%, 07/26/24		95		93,618
0.65%, 07/29/24		341		318,299
5.66%, 10/25/24		100		101,145
2.25%, 11/01/24		257		244,983
3.38%, 04/14/25		79		76,340
0.88%, 01/20/26		341		302,751
4.65%, 01/27/26(a)		121		119,384
1.20%, 04/27/26		281		249,845
1.15%, 07/14/26		171		150,569
1.40%, 11/02/26		76		66,677
2.05%, 01/21/27(a)		87		78,573
3.63%, 05/04/27(a)		79		75,081
4.24%, 08/03/27(a)		100		97,407
6.00%, 11/01/27(a)		100		104,244
3.88%, 05/04/32(a)		79		71,935
Santander Holdings USA, Inc.(a)
3.24%, 10/05/26		341		316,471
(1 day SOFR + 1.25%), 2.49%, 01/06/28(b)		140		120,118
(1 day SOFR + 2.33%), 5.81%, 09/09/26(b)		340		337,435
Santander U.K. Group Holdings PLC(b)
(1 day SOFR + 1.22%), 2.47%, 01/11/28		200		170,792
(1 day SOFR + 2.75%), 6.83%, 11/21/26(a)		300		303,876
State Street Corp.(a)
5.75%, 11/04/26		45		46,063
5.82%, 11/04/28		60		61,961
SVB Financial Group
1.80%, 10/28/26		155		135,625
1.80%, 02/02/31(a)		79		57,633
(1 day SOFR + 1.71%), 4.35%, 04/29/28(a)(b)		146		138,063
(1 day SOFR + 1.97%), 4.57%, 04/29/33(a)(b)		146		129,179
Synchrony Bank, 5.63%, 08/23/27		250		243,608
Toronto-Dominion Bank
0.55%, 03/04/24		257		244,066
2.35%, 03/08/24		133		129,020
2.65%, 06/12/24(a)		87		84,160
0.70%, 09/10/24		189		175,891
4.29%, 09/13/24		200		197,655
1.25%, 12/13/24		171		159,110
1.45%, 01/10/25(a)		87		81,013
3.77%, 06/06/25		100		97,045
0.75%, 01/06/26		307		271,457
1.20%, 06/03/26		307		270,703
1.25%, 09/10/26		189		165,263
1.95%, 01/12/27		87		77,519
2.80%, 03/10/27		133		121,974
4.11%, 06/08/27(a)		100		96,665
4.69%, 09/15/27		200		197,714
2.00%, 09/10/31		189		148,816
2.45%, 01/12/32		87		70,465

Security	Par (000)		Value
Banks (continued)
Toronto-Dominion Bank (continued)
3.20%, 03/10/32	$	133	$	114,509
4.46%, 06/08/32		55		52,424
(5 year USD Swap + 2.21%), 3.63%, 09/15/31(a)(b)		87		80,132
Truist Bank, 3.80%, 10/30/26		250		236,398
Truist Financial Corp.
2.50%, 08/01/24		341		327,657
2.85%, 10/26/24(a)		87		83,891
1.13%, 08/03/27(a)		155		130,664
1.95%, 06/05/30(a)		141		113,268
6.12%, 10/28/33(a)		100		105,210
(1 day SOFR + 0.86%), 1.89%, 06/07/29(a)(b)		171		143,132
(1 day SOFR + 1.37%), 4.12%, 06/06/28(a)(b)		65		62,210
(1 day SOFR + 1.46%), 4.26%, 07/28/26(a)(b)		100		98,256
(1 day SOFR + 1.63%), 5.90%, 10/28/26(b)		100		102,230
(1 day SOFR + 2.24%), 4.92%, 07/28/33(b)		100		93,799
U.S. Bancorp
2.40%, 07/30/24(a)		171		164,389
5.73%, 10/21/26(a)		70		71,296
3.90%, 04/26/28(a)		341		327,023
1.38%, 07/22/30		341		263,557
5.85%, 10/21/33(a)		200		207,628
(1 day SOFR + 0.73%), 2.22%, 01/27/28(b)		87		78,201
(1 day SOFR + 1.02%), 2.68%, 01/27/33(a)(b)		87		71,506
(1 day SOFR + 1.66%), 4.55%, 07/22/28(b)		160		156,258
(1 day SOFR + 2.11%), 4.97%, 07/22/33(a)(b)		175		166,036
(5 year CMT + 0.95%), 2.49%, 11/03/36(b)		121		92,078
Series V, 2.38%, 07/22/26(a)		87		80,278
U.S. Bank NA
3.40%, 07/24/23		228		225,918
2.80%, 01/27/25		500		481,726
Wells Fargo & Co.
4.48%, 01/16/24(a)		87		86,336
3.75%, 01/24/24(a)		341		336,367
3.30%, 09/09/24(a)		130		126,160
3.00%, 02/19/25(a)		62		59,391
3.55%, 09/29/25(a)		171		164,447
3.00%, 04/22/26(a)		300		280,593
4.10%, 06/03/26(a)		345		334,047
3.00%, 10/23/26(a)		300		277,265
4.30%, 07/22/27(a)		257		247,318
4.15%, 01/24/29(a)		171		160,728
5.38%, 11/02/43(a)		155		144,100
5.61%, 01/15/44(a)		114		110,522
4.65%, 11/04/44(a)		270		227,279
3.90%, 05/01/45		197		151,736
4.90%, 11/17/45(a)		257		221,244
4.40%, 06/14/46		244		195,987
4.75%, 12/07/46(a)		275		230,298
(1 day SOFR + 0.51%), 0.81%, 05/19/25(a)(b)		117		109,647
(1 day SOFR + 1.09%), 2.41%, 10/30/25(a)(b)		171		161,711
(1 day SOFR + 1.26%), 2.57%, 02/11/31(a)(b)		257		212,813
(1 day SOFR + 1.32%), 3.91%, 04/25/26(a)(b)		274		266,303
(1 day SOFR + 1.50%), 3.35%, 03/02/33(a)(b)		87		73,289
(1 day SOFR + 1.51%), 3.53%, 03/24/28(b)		563		521,339
(1 day SOFR + 1.56%), 4.54%, 08/15/26(b)		155		151,894
(1 day SOFR + 1.98%), 4.81%, 07/25/28(a)(b)		210		205,106
(1 day SOFR + 2.00%), 2.19%, 04/30/26(b)		511		475,566
(1 day SOFR + 2.10%), 2.39%, 06/02/28(b)		155		136,801
(1 day SOFR + 2.10%), 4.90%, 07/25/33(b)		500		474,767

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 25

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Banks (continued)
Wells Fargo & Co. (continued)
(1 day SOFR + 2.13%), 4.61%, 04/25/53(b)	$	389	$	329,371
(1 day SOFR + 2.53%), 3.07%, 04/30/41(b)		341		243,232
(1 day SOFR + 4.03%), 4.48%, 04/04/31(b)		341		319,655
(1 day SOFR + 4.50%), 5.01%, 04/04/51(b)		333		293,332
(3 mo. LIBOR US + 0.75%), 2.16%, 02/11/26(a)(b)		257		239,584
(3 mo. LIBOR US + 1.17%), 3.20%, 06/17/27(b)		229		212,416
(3 mo. LIBOR US + 1.31%), 3.58%, 05/22/28(b)		257		238,623
(3 mo. SOFR + 1.43%), 2.88%, 10/30/30(a)(b)		341		289,647
Wells Fargo Bank N.A., 6.60%, 01/15/38(a)		250		270,097
Westpac Banking Corp.
1.02%, 11/18/24		89		82,809
2.35%, 02/19/25(a)		87		82,548
2.85%, 05/13/26		87		81,591
1.15%, 06/03/26		171		150,982
4.04%, 08/26/27(a)		200		194,758
5.46%, 11/18/27		250		255,317
3.40%, 01/25/28(a)		87		81,043
1.95%, 11/20/28		171		145,417
2.65%, 01/16/30(a)		138		119,936
2.15%, 06/03/31(a)		240		199,200
4.42%, 07/24/39		171		141,148
3.13%, 11/18/41		59		38,917
(1 year CMT + 2.68%), 5.41%, 08/10/33(b)		100		93,372
(5 year CMT + 1.35%), 2.89%, 02/04/30(b)		214		196,191
(5 year CMT + 1.53%), 3.02%, 11/18/36(b)		81		60,221
(5 year CMT + 1.75%), 2.67%, 11/15/35(b)		87		64,663
(5 year USD ICE Swap + 2.24%), 4.32%, 11/23/31(a)(b)		130		122,351
				35,861,746
Beverages — 0.5%
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc.
3.65%, 02/01/26		384		369,564
4.70%, 02/01/36(a)		597		563,832
4.90%, 02/01/46(a)		682		619,989
Anheuser-Busch InBev Finance, Inc.(a)
4.63%, 02/01/44		112		100,660
4.90%, 02/01/46		87		79,090
Anheuser-Busch InBev Worldwide, Inc.
4.00%, 04/13/28(a)		171		162,752
4.75%, 01/23/29(a)		597		589,294
3.50%, 06/01/30(a)		297		270,367
4.38%, 04/15/38(a)		171		152,859
8.20%, 01/15/39(a)		197		246,135
5.45%, 01/23/39(a)		171		170,625
4.35%, 06/01/40(a)		171		150,266
4.95%, 01/15/42(a)		87		81,583
4.60%, 04/15/48(a)		363		315,429
4.44%, 10/06/48		109		93,089
5.80%, 01/23/59(a)		171		174,910
Brown-Forman Corp., 4.00%, 04/15/38		87		76,199
Coca-Cola Co.
2.90%, 05/25/27(a)		87		81,775
1.50%, 03/05/28(a)		171		147,236
2.13%, 09/06/29(a)		171		146,212
3.45%, 03/25/30(a)		87		80,905
2.00%, 03/05/31		158		130,296
2.25%, 01/05/32(a)		291		244,084

Security	Par (000)		Value
Beverages (continued)
Coca-Cola Co. (continued)
2.50%, 06/01/40	$	171	$	124,604
2.88%, 05/05/41		87		66,342
2.60%, 06/01/50(a)		171		113,265
3.00%, 03/05/51(a)		140		101,797
2.50%, 03/15/51		257		166,279
2.75%, 06/01/60(a)		75		50,069
Coca-Cola Femsa SAB de CV
2.75%, 01/22/30(a)		345		297,304
1.85%, 09/01/32		218		163,950
Constellation Brands, Inc.
3.60%, 05/09/24		61		59,796
4.75%, 12/01/25(a)		171		170,388
3.70%, 12/06/26(a)		130		123,615
3.50%, 05/09/27(a)		171		160,097
3.15%, 08/01/29(a)		171		149,857
2.25%, 08/01/31(a)		326		258,973
4.10%, 02/15/48(a)		87		69,291
3.75%, 05/01/50		87		65,108
Diageo Capital PLC
5.20%, 10/24/25(a)		200		202,545
3.88%, 04/29/43		194		159,157
Diageo Investment Corp., 4.25%, 05/11/42(a)		87		76,312
Fomento Economico Mexicano SAB de CV
4.38%, 05/10/43		200		163,287
3.50%, 01/16/50(a)		220		152,295
Keurig Dr. Pepper, Inc.
0.75%, 03/15/24(a)		72		68,347
4.42%, 05/25/25		60		59,320
3.95%, 04/15/29		65		60,462
3.20%, 05/01/30(a)		87		75,816
2.25%, 03/15/31(a)		87		69,865
4.05%, 04/15/32(a)		71		64,585
4.42%, 12/15/46		87		71,453
3.80%, 05/01/50		87		65,329
3.35%, 03/15/51		87		59,725
4.50%, 04/15/52		72		59,993
Molson Coors Beverage Co.
3.00%, 07/15/26(a)		200		185,610
5.00%, 05/01/42		100		88,698
4.20%, 07/15/46(a)		87		67,457
PepsiCo, Inc.
3.60%, 03/01/24(a)		87		85,930
2.25%, 03/19/25(a)		410		390,263
2.75%, 04/30/25		171		163,509
3.50%, 07/17/25(a)		87		84,697
2.85%, 02/24/26		87		82,626
2.38%, 10/06/26(a)		171		159,089
3.00%, 10/15/27(a)		87		81,584
3.60%, 02/18/28		50		47,871
2.63%, 07/29/29(a)		171		150,810
2.75%, 03/19/30		341		301,937
1.63%, 05/01/30		104		84,591
1.40%, 02/25/31(a)		206		162,267
1.95%, 10/21/31		169		136,563
3.90%, 07/18/32(a)		70		66,002
2.63%, 10/21/41(a)		87		64,375
3.45%, 10/06/46(a)		289		231,065
3.38%, 07/29/49		75		59,084
2.88%, 10/15/49		87		62,156

26 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Beverages (continued)
PepsiCo, Inc. (continued)
3.63%, 03/19/50	$	121	$	98,806
2.75%, 10/21/51(a)		257		177,724
4.20%, 07/18/52		25		22,760
				11,651,851
Biotechnology — 0.3%
Amgen, Inc.
3.63%, 05/22/24(a)		87		85,281
3.13%, 05/01/25(a)		130		124,749
2.60%, 08/19/26(a)		124		114,572
4.05%, 08/18/29(a)		330		308,393
2.00%, 01/15/32(a)		240		187,560
3.35%, 02/22/32		73		63,756
4.20%, 03/01/33(a)		330		305,292
3.15%, 02/21/40		171		125,929
2.80%, 08/15/41		189		130,941
4.95%, 10/01/41(a)		341		311,785
5.15%, 11/15/41		87		81,153
4.56%, 06/15/48		87		74,283
3.38%, 02/21/50(a)		171		118,871
3.00%, 01/15/52(a)		240		153,177
4.20%, 02/22/52		60		47,580
4.88%, 03/01/53		55		48,778
2.77%, 09/01/53(a)		71		42,731
4.40%, 02/22/62		275		217,572
Baxalta, Inc.
4.00%, 06/23/25		240		233,741
5.25%, 06/23/45		78		74,535
Biogen, Inc.
4.05%, 09/15/25		103		100,124
2.25%, 05/01/30		138		112,427
3.15%, 05/01/50		193		125,458
3.25%, 02/15/51		104		69,603
Bio-Rad Laboratories, Inc.(a)
3.30%, 03/15/27		60		55,450
3.70%, 03/15/32		67		57,387
Gilead Sciences, Inc.
3.70%, 04/01/24(a)		300		294,937
3.50%, 02/01/25		200		193,650
3.65%, 03/01/26(a)		227		218,843
2.95%, 03/01/27(a)		87		80,934
1.20%, 10/01/27(a)		62		52,579
1.65%, 10/01/30(a)		183		145,114
4.60%, 09/01/35(a)		231		219,411
2.60%, 10/01/40(a)		100		69,769
5.65%, 12/01/41(a)		181		184,653
4.80%, 04/01/44		189		173,312
4.75%, 03/01/46(a)		257		231,281
4.15%, 03/01/47		197		162,706
Illumina, Inc.
5.80%, 12/12/25		100		100,680
5.75%, 12/13/27		100		101,246
2.55%, 03/23/31		155		124,088
Regeneron Pharmaceuticals, Inc.
1.75%, 09/15/30		140		108,132
2.80%, 09/15/50(a)		144		89,310
Royalty Pharma PLC
1.20%, 09/02/25		171		153,035
1.75%, 09/02/27(a)		257		217,523

Security	Par (000)		Value
Biotechnology (continued)
Royalty Pharma PLC (continued)
2.15%, 09/02/31	$	59	$	44,618
3.30%, 09/02/40		171		118,679
3.35%, 09/02/51		87		53,632
				6,509,260
Building Materials — 0.1%
Carrier Global Corp.
2.24%, 02/15/25(a)		68		64,052
2.49%, 02/15/27		77		69,409
2.72%, 02/15/30		200		168,379
3.38%, 04/05/40		171		129,784
Eagle Materials, Inc., 2.50%, 07/01/31		67		52,558
Fortune Brands Innovations, Inc.
4.00%, 06/15/25(a)		171		166,397
3.25%, 09/15/29(a)		87		75,299
4.50%, 03/25/52		87		65,316
Johnson Controls International PLC
3.63%, 07/02/24(a)(c)		75		73,322
5.13%, 09/14/45(a)		24		21,947
4.50%, 02/15/47		87		71,504
4.95%, 07/02/64(a)(c)		64		53,072
Johnson Controls International PLC/Tyco Fire & Security Finance SCA(a)
1.75%, 09/15/30		70		55,914
2.00%, 09/16/31		121		95,511
4.90%, 12/01/32		65		63,891
Martin Marietta Materials, Inc.
3.45%, 06/01/27(a)		87		80,749
2.40%, 07/15/31(a)		58		46,318
4.25%, 12/15/47		87		70,083
3.20%, 07/15/51		75		51,029
Series CB, 2.50%, 03/15/30		171		140,884
Masco Corp.
1.50%, 02/15/28(a)		65		53,813
2.00%, 02/15/31		87		66,937
3.13%, 02/15/51(a)		73		45,279
Mohawk Industries, Inc., 3.63%, 05/15/30(a)		75		64,605
Owens Corning
4.20%, 12/01/24		87		85,642
3.88%, 06/01/30		75		66,640
4.40%, 01/30/48		171		132,474
Vulcan Materials Co.
3.90%, 04/01/27		171		162,342
4.50%, 06/15/47		87		72,266
				2,365,416
Building Products — 0.3%
Allegion PLC, 3.50%, 10/01/29		87		74,964
Home Depot, Inc.
2.70%, 04/15/25(a)		86		82,415
3.35%, 09/15/25(a)		257		249,119
4.00%, 09/15/25		65		64,231
2.13%, 09/15/26(a)		87		79,610
2.50%, 04/15/27(a)		140		128,825
2.88%, 04/15/27(a)		79		73,684
2.80%, 09/14/27(a)		87		80,584
0.90%, 03/15/28		117		97,016
1.50%, 09/15/28(a)		87		73,966
3.90%, 12/06/28(a)		78		75,086
2.95%, 06/15/29(a)		102		92,276

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 27

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Building Products (continued)
Home Depot, Inc. (continued)
2.70%, 04/15/30	$	75	$	65,396
1.38%, 03/15/31(a)		275		213,036
1.88%, 09/15/31(a)		87		69,522
3.25%, 04/15/32(a)		266		236,359
4.50%, 09/15/32(a)		200		195,280
5.88%, 12/16/36		74		79,137
3.30%, 04/15/40(a)		189		150,482
5.40%, 09/15/40(a)		87		89,191
5.95%, 04/01/41		87		94,624
4.20%, 04/01/43		130		113,748
4.40%, 03/15/45(a)		214		191,200
4.25%, 04/01/46(a)		171		148,055
3.90%, 06/15/47(a)		171		140,570
4.50%, 12/06/48		171		155,061
3.13%, 12/15/49(a)		104		73,637
2.38%, 03/15/51		155		92,468
2.75%, 09/15/51(a)		87		56,844
3.63%, 04/15/52(a)		177		136,630
4.95%, 09/15/52(a)		80		76,787
Lowe’s Cos., Inc.
4.00%, 04/15/25(a)		171		167,670
4.40%, 09/08/25		60		59,104
3.38%, 09/15/25		87		83,547
2.50%, 04/15/26(a)		164		152,834
3.35%, 04/01/27		75		70,407
1.30%, 04/15/28(a)		146		121,327
1.70%, 09/15/28(a)		97		81,471
3.65%, 04/05/29(a)		87		80,382
4.50%, 04/15/30(a)		171		163,878
1.70%, 10/15/30(a)		79		61,778
2.63%, 04/01/31		171		141,684
3.75%, 04/01/32(a)		103		91,622
5.00%, 04/15/33(a)		100		97,621
5.00%, 04/15/40(a)		171		158,451
2.80%, 09/15/41(a)		72		48,996
4.38%, 09/15/45(a)		171		140,526
3.70%, 04/15/46(a)		227		168,081
3.00%, 10/15/50(a)		211		134,225
3.50%, 04/01/51(a)		171		119,860
4.25%, 04/01/52		67		53,118
5.63%, 04/15/53(a)		20		19,146
4.45%, 04/01/62(a)		75		58,305
5.80%, 09/15/62		20		19,143
				5,842,979
Capital Markets — 0.7%
Ameriprise Financial, Inc.(a)
3.70%, 10/15/24		171		166,681
2.88%, 09/15/26		87		80,800
Ares Capital Corp.
4.20%, 06/10/24		87		83,986
3.25%, 07/15/25(a)		151		138,946
3.88%, 01/15/26		171		156,713
2.88%, 06/15/28		178		142,726
3.20%, 11/15/31		87		63,845
Bain Capital Specialty Finance, Inc., 2.55%, 10/13/26		70		57,670
Bank of New York Mellon Corp.
0.50%, 04/26/24(a)		70		66,055
2.10%, 10/24/24(a)		87		82,942

Security	Par (000)		Value
Capital Markets (continued)
Bank of New York Mellon Corp. (continued)
1.60%, 04/24/25	$	341	$	316,854
3.35%, 04/25/25(a)		118		114,231
2.80%, 05/04/26		70		65,651
1.05%, 10/15/26(a)		171		148,646
2.05%, 01/26/27(a)		171		153,546
3.25%, 05/16/27(a)		130		122,221
1.65%, 07/14/28(a)		75		63,196
3.85%, 04/26/29		118		109,575
3.30%, 08/23/29(a)		171		152,901
1.80%, 07/28/31(a)		171		131,981
2.50%, 01/26/32(a)		87		70,555
(1 day SOFR + 0.57%), 3.43%, 06/13/25(a)(b)		100		97,768
(1 day SOFR + 1.15%), 3.99%, 06/13/28(a)(b)		100		95,663
(1 day SOFR + 1.35%), 4.41%, 07/24/26(a)(b)		175		172,332
(1 day SOFR + 1.42%), 4.29%, 06/13/33(b)		100		93,526
(1 day SOFR + 1.76%), 4.60%, 07/26/30(b)		115		111,010
(3 mo. LIBOR US + 1.07%), 3.44%, 02/07/28(b)		91		85,156
Series G, 3.00%, 02/24/25(a)		78		75,177
Series J, 0.85%, 10/25/24(a)		171		159,257
Blackstone Private Credit Fund
2.70%, 01/15/25		70		64,672
4.70%, 03/24/25(a)		87		83,397
7.05%, 09/29/25(a)(d)		100		99,207
2.63%, 12/15/26(a)		75		62,079
3.25%, 03/15/27		206		173,444
Blackstone Secured Lending Fund, 2.85%, 09/30/28		210		163,050
Brookfield Finance I U.K. PLC/Brookfield Finance, Inc., 2.34%, 01/30/32		86		65,471
Brookfield Finance, Inc.
4.00%, 04/01/24		53		52,176
4.25%, 06/02/26		171		164,648
3.90%, 01/25/28		181		165,960
4.35%, 04/15/30		87		79,104
2.72%, 04/15/31		107		85,822
4.70%, 09/20/47		87		69,920
3.50%, 03/30/51(a)		79		50,145
3.63%, 02/15/52		61		39,624
Charles Schwab Corp.
0.75%, 03/18/24(a)		171		162,513
3.00%, 03/10/25(a)		80		76,819
3.63%, 04/01/25(a)		171		166,468
3.85%, 05/21/25(a)		171		166,952
0.90%, 03/11/26		289		256,336
1.15%, 05/13/26(a)		141		125,286
2.45%, 03/03/27(a)		82		74,754
3.20%, 01/25/28(a)		171		159,321
2.00%, 03/20/28(a)		140		123,050
3.25%, 05/22/29		70		63,401
1.65%, 03/11/31		87		67,723
2.30%, 05/13/31(a)		171		139,829
2.90%, 03/03/32(a)		140		118,971
CI Financial Corp.
3.20%, 12/17/30		104		78,877
4.10%, 06/15/51(a)		86		50,686
Franklin Resources, Inc., 2.95%, 08/12/51		75		46,288
FS KKR Capital Corp.
4.63%, 07/15/24		87		84,273
1.65%, 10/12/24		87		78,530
4.13%, 02/01/25(a)		74		69,569

28 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Capital Markets (continued)
FS KKR Capital Corp. (continued)
2.63%, 01/15/27	$	71	$	59,273
3.25%, 07/15/27		87		73,181
3.13%, 10/12/28(a)		87		70,137
GLP Capital LP/GLP Financing II, Inc., 3.25%, 01/15/32		63		50,361
Golub Capital BDC, Inc., 2.50%, 08/24/26		70		59,430
Invesco Finance PLC(a)
4.00%, 01/30/24		87		85,636
5.38%, 11/30/43		87		79,839
Jefferies Financial Group, Inc.
4.85%, 01/15/27(a)		171		168,836
4.15%, 01/23/30(a)		171		152,661
2.63%, 10/15/31(a)		71		54,162
2.75%, 10/15/32		141		106,034
Kreditanstalt fuer Wiederaufbau
2.63%, 02/28/24		171		166,790
0.25%, 03/08/24(a)		511		484,295
1.38%, 08/05/24		511		485,065
2.50%, 11/20/24		341		328,055
2.00%, 05/02/25		341		322,601
0.63%, 01/22/26		341		305,362
3.00%, 05/20/27(a)		700		667,484
1.75%, 09/14/29(a)		257		221,555
Landwirtschaftliche Rentenbank
2.00%, 01/13/25		171		162,556
2.38%, 06/10/25		341		324,581
0.88%, 09/03/30(a)		341		268,460
Series 40, 0.50%, 05/27/25		341		310,562
Legg Mason, Inc., 5.63%, 01/15/44		109		106,173
Main Street Capital Corp., 3.00%, 07/14/26(a)		70		60,326
Nomura Holdings, Inc.
1.65%, 07/14/26		200		174,059
2.33%, 01/22/27(a)		222		194,344
2.17%, 07/14/28(a)		400		330,272
2.71%, 01/22/29		222		184,974
5.61%, 07/06/29(a)		200		196,411
2.61%, 07/14/31(a)		200		154,681
Northern Trust Corp.
4.00%, 05/10/27(a)		102		99,630
3.65%, 08/03/28(a)		87		82,629
3.15%, 05/03/29		87		78,695
Oesterreichische Kontrollbank AG, 1.50%, 02/12/25		171		160,731
Owl Rock Capital Corp.
4.00%, 03/30/25(a)		59		55,328
3.75%, 07/22/25		67		61,902
3.40%, 07/15/26		171		149,310
2.63%, 01/15/27(a)		75		61,870
Owl Rock Capital Corp. III, 3.13%, 04/13/27		70		57,623
OWL Rock Core Income Corp., 4.70%, 02/08/27(a)		40		36,068
Prospect Capital Corp.
3.36%, 11/15/26		82		67,977
3.44%, 10/15/28		75		57,427
Raymond James Financial, Inc., 4.95%, 07/15/46(a)		87		77,345
Sixth Street Specialty Lending, Inc., 3.88%, 11/01/24		87		83,829
State Street Corp.
3.30%, 12/16/24(a)		72		70,268

Security	Par (000)		Value
Capital Markets (continued)
State Street Corp. (continued)
2.65%, 05/19/26(a)	$	171	$	160,670
2.40%, 01/24/30(a)		75		63,603
(1 day SOFR + 0.41%), 1.75%, 02/06/26(b)		55		51,184
(1 day SOFR + 0.56%), 1.68%, 11/18/27(b)		155		137,294
(1 day SOFR + 0.73%), 2.20%, 02/07/28(a)(b)		61		54,792
(1 day SOFR + 0.94%), 2.35%, 11/01/25(a)(b)		249		237,485
(1 day SOFR + 1.00%), 2.62%, 02/07/33(b)		67		54,740
(1 day SOFR + 1.49%), 3.03%, 11/01/34(a)(b)		70		58,872
(1 day SOFR + 1.73%), 4.16%, 08/04/33(b)		25		23,093
(1 day SOFR + 2.60%), 2.90%, 03/30/26(b)		171		162,629
(1 day SOFR + 2.65%), 3.15%, 03/30/31(b)		171		150,494
				15,671,619
Chemicals — 0.4%
Air Products and Chemicals, Inc.
1.50%, 10/15/25		102		93,880
1.85%, 05/15/27		73		64,860
2.05%, 05/15/30(a)		75		62,780
2.70%, 05/15/40		87		64,731
2.80%, 05/15/50(a)		111		76,843
Cabot Corp., 5.00%, 06/30/32(a)		100		92,460
Celanese U.S. Holdings LLC
5.90%, 07/05/24(a)		100		99,968
6.05%, 03/15/25(a)		100		99,611
1.40%, 08/05/26		70		58,554
6.17%, 07/15/27(a)		100		98,633
6.33%, 07/15/29(a)		165		160,321
6.38%, 07/15/32(a)		70		66,566
CF Industries, Inc.(a)
5.15%, 03/15/34		87		82,345
4.95%, 06/01/43		87		74,431
5.38%, 03/15/44		87		78,162
Dow Chemical Co.
4.80%, 11/30/28(a)		75		73,912
6.30%, 03/15/33(a)		50		52,599
9.40%, 05/15/39(a)		69		90,892
5.25%, 11/15/41(a)		74		68,971
4.38%, 11/15/42(a)		87		72,038
5.55%, 11/30/48(a)		171		160,090
3.60%, 11/15/50(a)		87		62,162
6.90%, 05/15/53		50		54,290
DuPont de Nemours, Inc.(a)
4.73%, 11/15/28		257		253,413
5.32%, 11/15/38		130		124,938
5.42%, 11/15/48		257		244,612
Eastman Chemical Co.
3.80%, 03/15/25(a)		181		175,618
4.50%, 12/01/28(a)		71		67,235
4.80%, 09/01/42		87		73,102
4.65%, 10/15/44(a)		71		58,146
Ecolab, Inc.
5.25%, 01/15/28		75		76,414
4.80%, 03/24/30(a)		87		86,121
1.30%, 01/30/31		140		106,550
2.13%, 02/01/32(a)		171		136,499
2.13%, 08/15/50(a)		140		78,088
2.70%, 12/15/51(a)		124		77,129
EI du Pont de Nemours and Co.
1.70%, 07/15/25		140		129,304

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 29

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Chemicals (continued)
EI du Pont de Nemours and Co. (continued)
2.30%, 07/15/30(a)	$	140	$	116,480
Emerson Electric Co.
2.00%, 12/21/28		87		73,874
2.20%, 12/21/31(a)		75		60,623
2.75%, 10/15/50		171		110,376
2.80%, 12/21/51		58		37,313
FMC Corp.
3.20%, 10/01/26(a)		55		51,161
3.45%, 10/01/29		60		52,885
4.50%, 10/01/49		58		45,890
Huntsman International LLC, 2.95%, 06/15/31		65		50,445
International Flavors & Fragrances, Inc.
4.45%, 09/26/28(a)		87		81,881
4.38%, 06/01/47		87		67,630
5.00%, 09/26/48(a)		87		73,872
Linde, Inc.
2.65%, 02/05/25(a)		58		55,527
4.70%, 12/05/25(a)		100		100,074
3.20%, 01/30/26(a)		87		83,467
1.10%, 08/10/30(a)		155		118,758
2.00%, 08/10/50		122		67,537
LYB International Finance BV
5.25%, 07/15/43		75		65,847
4.88%, 03/15/44		62		51,676
LYB International Finance III LLC
1.25%, 10/01/25(a)		74		66,016
2.25%, 10/01/30(a)		117		92,775
3.38%, 10/01/40(a)		94		66,806
4.20%, 10/15/49(a)		144		107,080
4.20%, 05/01/50		87		64,324
3.63%, 04/01/51(a)		127		84,973
3.80%, 10/01/60		70		45,338
Mosaic Co.
4.05%, 11/15/27		171		161,010
5.45%, 11/15/33(a)		214		208,105
Nutrien Ltd.
3.00%, 04/01/25(a)		87		82,821
5.95%, 11/07/25(a)		100		102,033
4.00%, 12/15/26(a)		87		83,647
2.95%, 05/13/30(a)		171		146,499
4.90%, 06/01/43		87		76,525
5.00%, 04/01/49(a)		130		116,706
3.95%, 05/13/50		87		66,033
PPG Industries, Inc.
2.40%, 08/15/24		171		163,589
1.20%, 03/15/26(a)		74		65,593
2.80%, 08/15/29		171		147,434
Rohm and Haas Co., 7.85%, 07/15/29(a)		125		139,595
RPM International, Inc.
2.95%, 01/15/32		86		67,761
5.25%, 06/01/45(a)		87		74,886
Sherwin-Williams Co.
4.25%, 08/08/25(a)		35		34,389
3.95%, 01/15/26		87		84,521
3.45%, 06/01/27(a)		87		81,601
2.95%, 08/15/29(a)		108		94,542
2.20%, 03/15/32		189		149,464
4.50%, 06/01/47		171		143,500

Security	Par (000)		Value
Chemicals (continued)
Sherwin-Williams Co. (continued)
3.80%, 08/15/49	$	153	$	113,590
Westlake Corp.
3.60%, 08/15/26(a)		87		81,746
3.38%, 06/15/30		75		64,178
5.00%, 08/15/46		130		107,997
3.13%, 08/15/51		110		67,724
				8,214,385
Commercial Services & Supplies — 0.0%
Bank of New York Mellon Corp., (1 day SOFR + 2.07%), 5.83%, 10/25/33(a)		180		186,587
GATX Corp.
3.25%, 09/15/26		130		120,538
3.85%, 03/30/27(a)		87		81,215
4.70%, 04/01/29(a)		171		162,422
4.90%, 03/15/33(a)		145		135,203
				685,965
Communications Equipment — 0.1%
Cisco Systems, Inc.(a)
3.63%, 03/04/24		171		168,225
2.95%, 02/28/26		257		245,044
2.50%, 09/20/26		171		159,210
5.90%, 02/15/39		341		365,504
Juniper Networks, Inc.
3.75%, 08/15/29(a)		87		77,537
5.95%, 03/15/41		87		81,024
Motorola Solutions, Inc.
4.60%, 02/23/28		87		84,264
4.60%, 05/23/29(a)		166		157,987
2.30%, 11/15/30		146		114,165
2.75%, 05/24/31		102		81,553
				1,534,513
Construction Materials — 0.0%
Carlisle Cos., Inc., 2.20%, 03/01/32		75		56,977
Consumer Discretionary — 0.0%
California Endowment, Series 2021, 2.50%, 04/01/51		84		51,661
Cintas Corp. No. 2
3.45%, 05/01/25(a)		86		83,207
3.70%, 04/01/27		87		83,866
4.00%, 05/01/32(a)		61		57,270
GXO Logistics, Inc.
1.65%, 07/15/26(a)		171		146,406
2.65%, 07/15/31		87		64,236
Quanta Services, Inc.
2.90%, 10/01/30(a)		90		74,000
2.35%, 01/15/32		80		60,746
3.05%, 10/01/41		69		45,338
				666,730
Consumer Finance — 0.5%
American Express Co.
3.38%, 05/03/24(a)		67		65,636
2.50%, 07/30/24(a)		114		109,635
3.00%, 10/30/24(a)		171		165,361
3.63%, 12/05/24(a)		75		73,017
2.25%, 03/04/25(a)		71		67,015
3.95%, 08/01/25(a)		100		97,964

30 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Consumer Finance (continued)
American Express Co. (continued)
3.13%, 05/20/26	$	150	$	141,244
1.65%, 11/04/26		171		151,530
2.55%, 03/04/27		92		83,693
3.30%, 05/03/27(a)		87		81,331
5.85%, 11/05/27(a)		140		145,744
4.05%, 05/03/29(a)		86		81,893
4.05%, 12/03/42		67		57,536
(1 day SOFR + 1.76%), 4.42%, 08/03/33(a)(b)		100		94,461
Andrew W Mellon Foundation, Series 2020, 0.95%, 08/01/27(a)		83		70,727
Automatic Data Processing, Inc.
1.70%, 05/15/28		100		86,808
1.25%, 09/01/30(a)		341		266,519
Block Financial LLC, 2.50%, 07/15/28(a)		89		75,651
Capital One Financial Corp.
3.90%, 01/29/24(a)		171		168,856
3.75%, 04/24/24		87		85,353
3.30%, 10/30/24(a)		171		165,041
3.20%, 02/05/25		87		83,645
4.25%, 04/30/25(a)		341		334,381
4.20%, 10/29/25		61		58,946
3.75%, 07/28/26(a)		80		75,321
3.75%, 03/09/27(a)		87		82,668
3.65%, 05/11/27(a)		341		320,817
3.80%, 01/31/28(a)		171		159,829
(1 day SOFR + 0.86%), 1.88%, 11/02/27(b)		171		148,923
(1 day SOFR + 1.27%), 2.62%, 11/02/32(b)		87		66,618
(1 day SOFR + 1.29%), 2.64%, 03/03/26(b)		78		73,058
(1 day SOFR + 1.34%), 2.36%, 07/29/32(b)		171		122,995
(1 day SOFR + 1.79%), 3.27%, 03/01/30(b)		118		100,886
(1 day SOFR + 2.06%), 4.93%, 05/10/28(a)(b)		130		125,854
(1 day SOFR + 2.16%), 4.99%, 07/24/26(a)(b)		50		48,970
(1 day SOFR + 2.60%), 5.25%, 07/26/30(a)(b)		50		47,617
Discover Financial Services
3.95%, 11/06/24		62		60,348
3.75%, 03/04/25		75		72,254
Equifax, Inc.
2.60%, 12/01/24(a)		171		162,995
5.10%, 12/15/27(a)		70		69,096
2.35%, 09/15/31		171		132,688
Global Payments, Inc.
4.80%, 04/01/26(a)		87		84,650
2.15%, 01/15/27(a)		86		75,022
3.20%, 08/15/29(a)		87		73,954
5.30%, 08/15/29		35		33,837
2.90%, 05/15/30(a)		200		163,874
2.90%, 11/15/31		69		54,411
4.15%, 08/15/49(a)		62		44,114
5.95%, 08/15/52(a)		25		22,604
Mastercard, Inc.
3.38%, 04/01/24(a)		87		85,402
2.00%, 03/03/25(a)		206		194,867
3.30%, 03/26/27(a)		82		78,095
2.95%, 06/01/29		257		231,985
3.35%, 03/26/30(a)		144		132,030
1.90%, 03/15/31(a)		90		73,108
3.65%, 06/01/49		87		70,426
3.85%, 03/26/50(a)		181		151,033

Security	Par (000)		Value
Consumer Finance (continued)
Mastercard, Inc. (continued)
2.95%, 03/15/51	$	96	$	67,947
Moody’s Corp.
4.88%, 02/15/24(a)		87		86,720
3.25%, 01/15/28(a)		130		119,829
2.00%, 08/19/31(a)		73		57,668
2.75%, 08/19/41(a)		63		43,877
3.25%, 05/20/50		71		49,024
3.75%, 02/25/52(a)		74		56,343
3.10%, 11/29/61(a)		81		50,979
PayPal Holdings, Inc.
2.40%, 10/01/24(a)		200		191,673
1.65%, 06/01/25		78		72,412
2.65%, 10/01/26(a)		171		157,872
2.85%, 10/01/29(a)		229		199,470
2.30%, 06/01/30(a)		81		66,542
4.40%, 06/01/32(a)		90		84,709
3.25%, 06/01/50(a)		102		69,318
5.05%, 06/01/52(a)		90		81,493
5.25%, 06/01/62(a)		90		81,748
S&P Global, Inc.
2.45%, 03/01/27(a)(d)		60		54,797
4.75%, 08/01/28(a)(d)		171		169,003
2.70%, 03/01/29(a)(d)		70		61,616
4.25%, 05/01/29(a)(d)		171		163,219
2.50%, 12/01/29		81		69,247
1.25%, 08/15/30(a)		75		57,682
2.90%, 03/01/32(d)		95		81,031
3.25%, 12/01/49		80		57,205
3.70%, 03/01/52(a)(d)		176		135,811
2.30%, 08/15/60(a)		87		47,356
3.90%, 03/01/62(d)		30		23,161
Synchrony Financial
4.88%, 06/13/25		235		228,974
4.50%, 07/23/25(a)		67		64,223
3.95%, 12/01/27		171		152,506
5.15%, 03/19/29(a)		87		82,326
Visa, Inc.
3.15%, 12/14/25(a)		501		483,000
1.90%, 04/15/27(a)		341		307,096
2.75%, 09/15/27(a)		197		182,199
2.05%, 04/15/30		171		144,495
1.10%, 02/15/31(a)		240		183,830
4.15%, 12/14/35(a)		87		82,175
2.70%, 04/15/40		171		129,535
4.30%, 12/14/45(a)		269		245,559
3.65%, 09/15/47(a)		69		56,511
2.00%, 08/15/50(a)		189		111,097
Western Union Co.(a)
1.35%, 03/15/26		155		135,673
6.20%, 11/17/36		92		91,499
				11,390,786
Containers & Packaging — 0.1%
Amcor Flexibles North America, Inc.
4.00%, 05/17/25		67		65,220
2.63%, 06/19/30		70		56,961
2.69%, 05/25/31		72		58,498
Avery Dennison Corp., 2.25%, 02/15/32		87		66,189

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 31

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Containers & Packaging (continued)
Berry Global, Inc.(a)
1.57%, 01/15/26	$	171	$	152,330
1.65%, 01/15/27		87		74,409
Fibria Overseas Finance Ltd., 5.50%, 01/17/27(a)		171		171,192
Georgia-Pacific LLC, 8.88%, 05/15/31(a)		92		112,145
International Paper Co.
4.80%, 06/15/44		77		66,496
4.40%, 08/15/47		87		70,758
4.35%, 08/15/48(a)		100		83,451
Packaging Corp. of America
3.00%, 12/15/29(a)		70		59,899
4.05%, 12/15/49		112		85,385
3.05%, 10/01/51(a)		65		41,562
Sonoco Products Co.
1.80%, 02/01/25(a)		341		316,873
2.25%, 02/01/27(a)		277		246,304
2.85%, 02/01/32		171		138,999
Suzano Austria GmbH, 3.75%, 01/15/31(a)		261		217,902
WestRock MWV LLC, 8.20%, 01/15/30(a)		74		83,442
WRKCo, Inc.
4.65%, 03/15/26		200		196,186
3.38%, 09/15/27(a)		87		79,642
4.00%, 03/15/28		171		159,126
4.90%, 03/15/29(a)		171		164,174
				2,767,143
Diversified Financial Services — 4.1%
AerCap Ireland Capital DAC/AerCap Global Aviation Trust
4.88%, 01/16/24		174		172,340
2.88%, 08/14/24(a)		211		199,771
6.50%, 07/15/25(a)		345		349,581
1.75%, 01/30/26(a)		345		303,525
3.65%, 07/21/27		345		311,877
3.00%, 10/29/28		427		357,730
3.30%, 01/30/32(a)		250		195,440
3.40%, 10/29/33(a)		195		147,848
3.85%, 10/29/41(a)		150		106,046
Air Lease Corp.
4.25%, 09/15/24(a)		87		85,121
2.30%, 02/01/25(a)		67		62,379
3.25%, 03/01/25		341		323,575
3.38%, 07/01/25(a)		171		161,735
2.88%, 01/15/26(a)		171		158,219
1.88%, 08/15/26(a)		55		47,770
3.63%, 12/01/27(a)		70		63,317
2.10%, 09/01/28		87		70,861
3.25%, 10/01/29(a)		87		74,078
3.00%, 02/01/30(a)		71		59,212
Aircastle Ltd.(a)
4.13%, 05/01/24		171		165,297
4.25%, 06/15/26		87		81,818
Ally Financial, Inc.(a)
3.88%, 05/21/24		257		250,164
4.63%, 03/30/25		257		251,243
4.75%, 06/09/27		340		318,687
7.10%, 11/15/27		100		101,736
8.00%, 11/01/31		121		124,914
Banco Santander SA
3.89%, 05/24/24		600		587,363
5.18%, 11/19/25		200		196,736

Security	Par (000)		Value
Diversified Financial Services (continued)
Banco Santander SA (continued)
1.85%, 03/25/26(a)	$	400	$	353,056
5.29%, 08/18/27(a)		400		390,543
2.75%, 12/03/30(a)		400		306,360
(1 year CMT + 0.90%), 1.72%, 09/14/27(a)(b)		200		170,833
Bank of America Corp.
4.13%, 01/22/24(a)		341		338,063
4.00%, 04/01/24(a)		87		85,903
4.20%, 08/26/24		300		295,359
4.00%, 01/22/25		130		127,239
3.88%, 08/01/25(a)		384		373,782
4.45%, 03/03/26(a)		229		224,389
3.50%, 04/19/26(a)		111		105,932
4.25%, 10/22/26		221		213,475
3.25%, 10/21/27(a)		236		217,903
6.11%, 01/29/37(a)		350		353,976
7.75%, 05/14/38(a)		200		232,486
5.88%, 02/07/42(a)		189		192,587
5.00%, 01/21/44		214		196,750
4.88%, 04/01/44(a)		171		152,542
(1 day SOFR + 0.65%), 1.53%, 12/06/25(b)		171		157,713
(1 day SOFR + 0.67%), 1.84%, 02/04/25(b)		104		99,712
(1 day SOFR + 0.69%), 0.98%, 04/22/25(b)		171		160,322
(1 day SOFR + 0.96%), 1.73%, 07/22/27(b)		600		525,670
(1 day SOFR + 1.01%), 1.20%, 10/24/26(a)(b)		189		168,027
(1 day SOFR + 1.05%), 2.55%, 02/04/28(b)		362		321,524
(1 day SOFR + 1.06%), 2.09%, 06/14/29(b)		341		286,949
(1 day SOFR + 1.11%), 3.84%, 04/25/25(b)		368		359,287
(1 day SOFR + 1.15%), 1.32%, 06/19/26(b)		291		262,044
(1 day SOFR + 1.21%), 2.57%, 10/20/32(b)		377		295,267
(1 day SOFR + 1.22%), 2.30%, 07/21/32(b)		495		381,203
(1 day SOFR + 1.32%), 2.69%, 04/22/32(b)		536		429,006
(1 day SOFR + 1.33%), 3.38%, 04/02/26(a)(b)		206		196,738
(1 day SOFR + 1.33%), 2.97%, 02/04/33(b)		457		368,168
(1 day SOFR + 1.37%), 1.92%, 10/24/31(b)		291		222,291
(1 day SOFR + 1.53%), 1.90%, 07/23/31(b)		341		261,719
(1 day SOFR + 1.56%), 2.97%, 07/21/52(a)(b)		70		43,723
(1 day SOFR + 1.58%), 4.38%, 04/27/28(b)		336		321,325
(1 day SOFR + 1.58%), 3.31%, 04/22/42(a)(b)		211		154,692
(1 day SOFR + 1.75%), 4.83%, 07/22/26(a)(b)		320		316,261
(1 day SOFR + 1.83%), 4.57%, 04/27/33(b)		373		341,184
(1 day SOFR + 1.88%), 2.83%, 10/24/51(a)(b)		140		85,826
(1 day SOFR + 1.93%), 2.68%, 06/19/41(a)(b)		511		343,750
(1 day SOFR + 1.99%), 6.20%, 11/10/28(b)		155		160,033
(1 day SOFR + 2.04%), 4.95%, 07/22/28(b)		420		410,197
(1 day SOFR + 2.16%), 5.02%, 07/22/33(b)		360		341,781
(3 mo. LIBOR US + 0.64%), 2.02%, 02/13/26(b)		240		222,773
(3 mo. LIBOR US + 0.81%), 3.37%, 01/23/26(b)		341		325,137
(3 mo. LIBOR US + 0.87%), 2.46%, 10/22/25(a)(b)		68		64,250
(3 mo. LIBOR US + 0.97%), 3.46%, 03/15/25(a)(b)		171		166,461
(3 mo. LIBOR US + 0.99%), 2.50%, 02/13/31(b)		397		322,678
(3 mo. LIBOR US + 1.06%), 3.56%, 04/23/27(a)(b)		171		160,205
(3 mo. LIBOR US + 1.07%), 3.97%, 03/05/29(b)		171		157,786
(3 mo. LIBOR US + 1.09%), 3.09%, 10/01/25(a)(b)		171		163,822
(3 mo. LIBOR US + 1.18%), 3.19%, 07/23/30(b)		251		215,881
(3 mo. LIBOR US + 1.19%), 2.88%, 10/22/30(b)		171		143,054

32 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Diversified Financial Services (continued)
Bank of America Corp. (continued)
(3 mo. LIBOR US + 1.19%), 3.95%, 01/23/49(a)(b)	$	104	$	80,417
(3 mo. LIBOR US + 1.31%), 4.27%, 07/23/29(b)		249		232,193
(3 mo. LIBOR US + 1.32%), 4.08%, 04/23/40(b)		171		142,180
(3 mo. LIBOR US + 1.37%), 3.59%, 07/21/28(b)		87		80,091
(3 mo. LIBOR US + 1.51%), 3.71%, 04/24/28(a)(b)		171		158,242
(3 mo. LIBOR US + 1.52%), 4.33%, 03/15/50(a)(b)		341		279,684
(3 mo. LIBOR US + 1.58%), 3.82%, 01/20/28(b)		341		318,193
(3 mo. LIBOR US + 1.81%), 4.24%, 04/24/38(b)		257		218,325
(3 mo. LIBOR US + 1.99%), 4.44%, 01/20/48(b)		197		166,137
(3 mo. LIBOR US + 3.15%), 4.08%, 03/20/51(a)(b)		350		273,896
(5 year CMT + 1.20%), 2.48%, 09/21/36(b)		171		125,644
Series L, 3.95%, 04/21/25		368		358,141
Series L, 4.18%, 11/25/27(a)		171		162,194
Series N, (1 day SOFR + 0.91%), 1.66%, 03/11/27(b)		291		257,449
Series N, (1 day SOFR + 1.22%), 2.65%, 03/11/32(b)		291		232,924
Series N, (1 day SOFR + 1.65%), 3.48%, 03/13/52(b)		124		87,154
Bank of Nova Scotia
3.40%, 02/11/24(a)		171		168,169
0.65%, 07/31/24(a)		267		248,915
5.25%, 12/06/24		200		200,369
1.45%, 01/10/25		87		80,912
2.20%, 02/03/25(a)		341		321,190
3.45%, 04/11/25		118		113,556
4.50%, 12/16/25		87		85,264
2.70%, 08/03/26(a)		87		80,559
1.30%, 09/15/26		240		209,636
1.95%, 02/02/27(a)		171		152,224
2.15%, 08/01/31		171		135,487
2.45%, 02/02/32(a)		171		137,533
Barclays PLC
3.65%, 03/16/25(a)		450		432,289
5.25%, 08/17/45(a)		250		223,381
(1 day SOFR + 2.71%), 2.85%, 05/07/26(a)(b)		500		464,613
(1 year CMT + 1.05%), 2.28%, 11/24/27(a)(b)		222		191,892
(1 year CMT + 1.20%), 2.67%, 03/10/32(a)(b)		490		373,700
(1 year CMT + 1.30%), 3.33%, 11/24/42(a)(b)		222		151,531
(1 year CMT + 2.30%), 5.30%, 08/09/26(b)		245		243,168
(1 year CMT + 2.65%), 5.50%, 08/09/28(b)		300		290,561
(1 year CMT + 3.05%), 7.33%, 11/02/26(a)(b)		200		207,159
(1 year CMT + 3.30%), 7.39%, 11/02/28(b)		200		208,466
(3 mo. LIBOR US + 1.90%), 4.97%, 05/16/29(a)(b)		400		375,652
BNP Paribas SA, 4.25%, 10/15/24		200		195,548
Cboe Global Markets, Inc., 3.00%, 03/16/32		121		100,659
Citigroup, Inc.
3.88%, 03/26/25		87		84,587
3.30%, 04/27/25(a)		55		53,254
4.40%, 06/10/25(a)		87		85,391
5.50%, 09/13/25(a)		171		172,047
3.70%, 01/12/26		171		164,489
4.60%, 03/09/26		130		127,689
3.40%, 05/01/26(a)		87		82,460
3.20%, 10/21/26(a)		427		395,044

Security	Par (000)		Value
Diversified Financial Services (continued)
Citigroup, Inc. (continued)
4.30%, 11/20/26(a)	$	53	$	51,269
4.13%, 07/25/28(a)		130		120,997
6.63%, 06/15/32(a)		74		77,926
6.13%, 08/25/36		184		184,336
8.13%, 07/15/39(a)		100		122,898
5.88%, 01/30/42(a)		227		228,255
6.68%, 09/13/43(a)		87		92,978
5.30%, 05/06/44(a)		87		78,346
4.65%, 07/30/45(a)		130		111,492
4.75%, 05/18/46(a)		257		213,556
4.65%, 07/23/48(a)		257		221,026
(1 day SOFR + 0.53%), 1.28%, 11/03/25(b)		79		72,793
(1 day SOFR + 0.67%), 0.98%, 05/01/25(b)		118		110,500
(1 day SOFR + 0.69%), 2.01%, 01/25/26(b)		245		227,058
(1 day SOFR + 0.77%), 1.12%, 01/28/27(b)		376		327,678
(1 day SOFR + 1.15%), 2.67%, 01/29/31(b)		171		140,251
(1 day SOFR + 1.17%), 2.56%, 05/01/32(b)		207		163,419
(1 day SOFR + 1.18%), 2.52%, 11/03/32(b)		484		376,392
(1 day SOFR + 1.28%), 3.07%, 02/24/28(b)		171		154,161
(1 day SOFR + 1.35%), 3.06%, 01/25/33(a)(b)		257		207,403
(1 day SOFR + 1.38%), 2.90%, 11/03/42(a)(b)		87		60,037
(1 day SOFR + 1.42%), 2.98%, 11/05/30(a)(b)		171		143,781
(1 day SOFR + 1.53%), 3.29%, 03/17/26(b)		118		112,165
(1 day SOFR + 1.55%), 5.61%, 09/29/26(a)(b)		305		306,304
(1 day SOFR + 1.94%), 3.79%, 03/17/33(b)		713		609,823
(1 day SOFR + 2.11%), 2.57%, 06/03/31(a)(b)		257		207,859
(1 day SOFR + 2.84%), 3.11%, 04/08/26(a)(b)		240		227,180
(1 day SOFR + 3.91%), 4.41%, 03/31/31(a)(b)		410		376,502
(3 mo. LIBOR US + 0.90%), 3.35%, 04/24/25(b)		600		581,807
(3 mo. LIBOR US + 1.15%), 3.52%, 10/27/28(b)		341		311,127
(3 mo. LIBOR US + 1.34%), 3.98%, 03/20/30(b)		177		159,634
(3 mo. LIBOR US + 1.39%), 3.67%, 07/24/28(b)		171		157,045
(3 mo. LIBOR US + 1.56%), 3.89%, 01/10/28(b)		171		159,794
(3 mo. LIBOR US + 1.84%), 4.28%, 04/24/48(b)		171		139,886
Clorox Co., 3.10%, 10/01/27(a)		87		80,302
CME Group, Inc.
3.00%, 03/15/25(a)		214		206,771
2.65%, 03/15/32		69		57,797
5.30%, 09/15/43		171		177,156
Credit Suisse Group AG, 4.88%, 05/15/45		268		183,276
Deutsche Bank AG
0.90%, 05/28/24		330		308,564
3.70%, 05/30/24(a)		75		73,694
4.10%, 01/13/26(a)		62		59,512
5.37%, 09/09/27(a)		200		200,446
(1 day SOFR + 1.22%), 2.31%, 11/16/27(b)		353		299,302
(1 day SOFR + 1.32%), 2.55%, 01/07/28(b)		192		163,209
(1 day SOFR + 2.58%), 3.96%, 11/26/25(a)(b)		419		400,382
(1 day SOFR + 3.04%), 3.55%, 09/18/31(a)(b)		496		397,637
Goldman Sachs Group, Inc.
3.63%, 02/20/24(a)		171		168,041
4.00%, 03/03/24(a)		584		576,615
3.00%, 03/15/24(a)		110		107,264
3.85%, 07/08/24(a)		87		85,132
3.50%, 04/01/25		327		314,457
3.75%, 05/22/25(a)		384		371,388
4.25%, 10/21/25		181		176,646
3.75%, 02/25/26(a)		217		208,875
3.50%, 11/16/26		341		319,648
5.95%, 01/15/27(a)		87		89,288

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 33

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Diversified Financial Services (continued)
Goldman Sachs Group, Inc. (continued)
3.85%, 01/26/27(a)	$	341	$	324,674
2.60%, 02/07/30(a)		341		284,571
3.80%, 03/15/30(a)		200		179,795
6.45%, 05/01/36		110		114,000
6.75%, 10/01/37		451		481,227
6.25%, 02/01/41(a)		171		178,471
4.80%, 07/08/44(a)		214		189,201
5.15%, 05/22/45(a)		257		230,842
(1 day SOFR + 0.73%), 1.76%, 01/24/25(b)		257		245,988
(1 day SOFR + 0.80%), 1.43%, 03/09/27(b)		427		374,440
(1 day SOFR + 0.82%), 1.54%, 09/10/27(a)(b)		341		294,156
(1 day SOFR + 0.91%), 1.95%, 10/21/27(b)		283		247,451
(1 day SOFR + 1.09%), 1.99%, 01/27/32(b)		250		190,454
(1 day SOFR + 1.11%), 2.64%, 02/24/28(b)		197		175,406
(1 day SOFR + 1.25%), 2.38%, 07/21/32(b)		477		370,108
(1 day SOFR + 1.26%), 2.65%, 10/21/32(a)(b)		274		216,342
(1 day SOFR + 1.28%), 2.62%, 04/22/32(b)		250		199,373
(1 day SOFR + 1.41%), 3.10%, 02/24/33(a)(b)		391		317,484
(1 day SOFR + 1.47%), 2.91%, 07/21/42(b)		150		102,004
(1 day SOFR + 1.51%), 4.39%, 06/15/27(a)(b)		125		120,427
(1 day SOFR + 1.51%), 3.21%, 04/22/42(b)		171		123,172
(1 day SOFR + 1.63%), 3.44%, 02/24/43(a)(b)		216		158,712
(1 day SOFR + 1.73%), 4.48%, 08/23/28(b)		200		191,683
(1 day SOFR + 1.85%), 3.62%, 03/15/28(b)		100		93,146
(3 mo. LIBOR US + 1.16%), 3.81%, 04/23/29(b)		341		311,478
(3 mo. LIBOR US + 1.20%), 3.27%, 09/29/25(b)		171		164,780
(3 mo. LIBOR US + 1.30%), 4.22%, 05/01/29(b)		171		159,307
(3 mo. LIBOR US + 1.37%), 4.02%, 10/31/38(b)		341		280,359
(3 mo. LIBOR US + 1.43%), 4.41%, 04/23/39(b)		171		147,749
(3 mo. LIBOR US + 1.51%), 3.69%, 06/05/28(a)(b)		427		396,739
Hercules Capital, Inc., 3.38%, 01/20/27		70		60,014
HSBC Holdings PLC
4.25%, 03/14/24(a)		500		491,125
4.25%, 08/18/25		200		192,390
3.90%, 05/25/26(a)		311		296,201
4.38%, 11/23/26(a)		390		374,527
6.50%, 05/02/36(a)		297		290,532
6.50%, 09/15/37		260		250,146
6.80%, 06/01/38(a)		250		248,126
6.10%, 01/14/42(a)		171		178,273
5.25%, 03/14/44(a)		232		195,418
(1 day SOFR + 1.40%), 2.63%, 11/07/25(a)(b)		522		490,228
(1 day SOFR + 1.43%), 3.00%, 03/10/26(a)(b)		350		328,956
(1 day SOFR + 2.39%), 2.85%, 06/04/31(b)		349		278,539
(1 day SOFR + 2.53%), 4.76%, 03/29/33(a)(b)		285		246,998
(1 day SOFR + 2.61%), 5.21%, 08/11/28(b)		600		578,852
(1 day SOFR + 4.25%), 8.11%, 11/03/33(b)		300		317,424
(3 mo. LIBOR US + 1.21%), 3.80%, 03/11/25(a)(b)		522		507,451
(3 mo. LIBOR US + 1.55%), 4.04%, 03/13/28(a)(b)		211		194,444
(3 mo. LIBOR US + 1.61%), 3.97%, 05/22/30(a)(b)		211		184,685
(1 day SOFR + 3.03%), 7.34%, 11/03/26(a)(b)		300		312,022
(1 day SOFR + 3.35%), 7.39%, 11/03/28(b)		215		225,954
Intercontinental Exchange, Inc.
3.65%, 05/23/25(a)		82		80,043
3.75%, 12/01/25(a)		192		186,944

Security	Par (000)		Value
Diversified Financial Services (continued)
Intercontinental Exchange, Inc. (continued)
2.10%, 06/15/30(a)	$	133	$	108,505
1.85%, 09/15/32		58		43,629
4.60%, 03/15/33(a)		137		130,992
2.65%, 09/15/40(a)		171		118,595
4.25%, 09/21/48(a)		87		72,847
3.00%, 06/15/50		76		51,309
4.95%, 06/15/52(a)		114		105,814
3.00%, 09/15/60		145		91,082
5.20%, 06/15/62(a)		130		122,652
JPMorgan Chase & Co.
3.88%, 02/01/24(a)		341		336,568
3.63%, 05/13/24(a)		171		168,048
3.88%, 09/10/24(a)		223		218,288
3.13%, 01/23/25		214		206,535
3.90%, 07/15/25(a)		384		375,408
3.30%, 04/01/26(a)		87		82,470
3.20%, 06/15/26		171		161,444
2.95%, 10/01/26(a)		500		466,313
7.63%, 10/15/26		87		95,129
4.13%, 12/15/26(a)		87		84,063
4.25%, 10/01/27(a)		87		83,825
3.63%, 12/01/27(a)		171		158,082
6.40%, 05/15/38(a)		189		204,158
5.50%, 10/15/40		66		65,034
5.60%, 07/15/41(a)		96		95,964
5.40%, 01/06/42(a)		71		69,608
5.63%, 08/16/43		87		84,473
4.85%, 02/01/44(a)		74		67,430
4.95%, 06/01/45(a)		214		191,197
(1 day SOFR + 0.49%), 0.77%, 08/09/25(b)		171		157,824
(1 day SOFR + 0.54%), 0.82%, 06/01/25(b)		224		208,801
(1 day SOFR + 0.61%), 1.56%, 12/10/25(b)		171		158,316
(1 day SOFR + 0.77%), 1.47%, 09/22/27(b)		171		148,045
(1 day SOFR + 0.89%), 1.58%, 04/22/27(b)		875		768,830
(1 day SOFR + 0.92%), 2.60%, 02/24/26(b)		118		110,939
(1 day SOFR + 0.98%), 3.85%, 06/14/25(a)(b)		200		195,544
(1 day SOFR + 1.02%), 2.07%, 06/01/29(b)		240		200,445
(1 day SOFR + 1.07%), 5.55%, 12/15/25(b)		300		300,005
(1 day SOFR + 1.07%), 1.95%, 02/04/32(a)(b)		341		260,839
(1 day SOFR + 1.16%), 2.30%, 10/15/25(b)		87		81,985
(1 day SOFR + 1.17%), 2.95%, 02/24/28(b)		111		100,410
(1 day SOFR + 1.18%), 2.55%, 11/08/32(b)		616		486,905
(1 day SOFR + 1.26%), 2.96%, 01/25/33(b)		403		328,003
(1 day SOFR + 1.32%), 4.08%, 04/26/26(b)		451		437,886
(1 day SOFR + 1.46%), 3.16%, 04/22/42(b)		392		284,562
(1 day SOFR + 1.51%), 2.53%, 11/19/41(b)		257		168,021
(1 day SOFR + 1.56%), 4.32%, 04/26/28(b)		472		450,754
(1 day SOFR + 1.58%), 3.33%, 04/22/52(b)		200		135,163
(1 day SOFR + 1.75%), 4.57%, 06/14/30(a)(b)		200		188,173
(1 day SOFR + 1.80%), 4.59%, 04/26/33(b)		67		62,026
(1 day SOFR + 1.99%), 4.85%, 07/25/28(a)(b)		200		194,957
(1 day SOFR + 2.04%), 2.52%, 04/22/31(b)		275		225,029
(1 day SOFR + 2.08%), 4.91%, 07/25/33(a)(b)		95		90,452
(1 day SOFR + 2.44%), 3.11%, 04/22/51(a)(b)		291		190,659
(1 day SOFR + 2.46%), 3.11%, 04/22/41(b)		189		137,351
(1 day SOFR + 2.52%), 2.96%, 05/13/31(b)		341		280,969
(1 day SOFR + 2.58%), 5.72%, 09/14/33(b)		200		195,211
(1 day SOFR + 3.79%), 4.49%, 03/24/31(a)(b)		341		318,479
(3 mo. LIBOR US + 0.95%), 3.51%, 01/23/29(b)		171		155,188

34 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Diversified Financial Services (continued)
JPMorgan Chase & Co. (continued)
(3 mo. LIBOR US + 1.12%), 4.01%, 04/23/29(b)	$	381	$	352,477
(3 mo. LIBOR US + 1.16%), 3.22%, 03/01/25(a)(b)		341		331,430
(3 mo. LIBOR US + 1.16%), 3.70%, 05/06/30(b)		171		153,366
(3 mo. LIBOR US + 1.22%), 3.90%, 01/23/49(b)		300		229,853
(3 mo. LIBOR US + 1.26%), 4.20%, 07/23/29(a)(b)		202		188,224
(3 mo. LIBOR US + 1.33%), 4.45%, 12/05/29(a)(b)		427		401,105
(3 mo. LIBOR US + 1.34%), 3.78%, 02/01/28(b)		341		318,595
(3 mo. LIBOR US + 1.36%), 3.88%, 07/24/38(a)(b)		171		141,929
(3 mo. LIBOR US + 1.38%), 3.54%, 05/01/28(a)(b)		300		276,065
(3 mo. LIBOR US + 1.38%), 3.96%, 11/15/48(b)		427		333,060
(3 mo. LIBOR US + 1.46%), 4.03%, 07/24/48(b)		87		68,621
(3 mo. LIBOR US + 1.58%), 4.26%, 02/22/48(b)		171		139,835
(3 mo. SOFR + 0.58%), 0.97%, 06/23/25(b)		171		159,401
(3 mo. SOFR + 0.70%), 1.04%, 02/04/27(a)(b)		600		521,921
(3 mo. SOFR + 1.11%), 1.76%, 11/19/31(a)(b)		171		129,630
(3 mo. SOFR + 1.59%), 2.01%, 03/13/26(b)		223		206,399
Kimberly-Clark Corp.
2.75%, 02/15/26		87		81,974
2.00%, 11/02/31(a)		75		60,326
5.30%, 03/01/41(a)		87		87,175
3.20%, 07/30/46		74		52,963
2.88%, 02/07/50(a)		140		95,955
Lloyds Banking Group PLC
3.90%, 03/12/24(a)		500		490,759
4.50%, 11/04/24(a)		490		478,173
4.34%, 01/09/48(a)		249		181,507
(1 year CMT + 1.00%), 2.44%, 02/05/26(a)(b)		340		316,549
(1 year CMT + 1.60%), 3.51%, 03/18/26(b)		215		204,257
(1 year CMT + 1.80%), 3.75%, 03/18/28(b)		222		204,930
(1 year CMT + 2.30%), 4.98%, 08/11/33(b)		200		183,638
(1 year CMT + 3.75%), 7.95%, 11/15/33(b)		225		238,163
Mitsubishi UFJ Financial Group, Inc.
2.19%, 02/25/25(a)		500		467,947
3.85%, 03/01/26		500		478,360
2.76%, 09/13/26		250		228,461
3.29%, 07/25/27(a)		171		157,518
3.96%, 03/02/28(a)		171		162,444
3.74%, 03/07/29		341		314,242
2.56%, 02/25/30(a)		349		288,823
4.29%, 07/26/38(a)		87		75,245
(1 year CMT + 0.83%), 2.34%, 01/19/28(b)		220		193,640
(1 year CMT + 0.97%), 2.49%, 10/13/32(b)		215		167,519
(1 year CMT + 1.10%), 2.85%, 01/19/33(b)		200		159,205
(1 year CMT + 1.13%), 3.84%, 04/17/26(a)(b)		220		211,884
(1 year CMT + 1.30%), 4.08%, 04/19/28(a)(b)		220		207,397
(1 year CMT + 1.55%), 5.06%, 09/12/25(b)		660		655,294
(1 year CMT + 1.70%), 4.79%, 07/18/25(b)		240		237,608
(1 year CMT + 1.90%), 5.35%, 09/13/28(a)(b)		200		198,409
(1 year CMT + 1.95%), 5.02%, 07/20/28(b)		400		390,450
(1 year CMT + 2.13%), 5.13%, 07/20/33(b)		250		238,706
(1 year CMT + 2.13%), 5.47%, 09/13/33(a)(b)		200		196,395
Mizuho Financial Group, Inc.(b)
(1 year CMT + 0.67%), 1.23%, 05/22/27(a)		349		302,287
(1 year CMT + 0.90%), 2.65%, 05/22/26		300		278,288

Security	Par (000)		Value
Diversified Financial Services (continued)
Mizuho Financial Group, Inc.(b) (continued)
(1 year CMT + 1.25%), 3.26%, 05/22/30(a)	$	380	$	328,751
(1 year CMT + 2.05%), 5.41%, 09/13/28(a)		520		520,095
(1 year CMT + 2.40%), 5.67%, 09/13/33		520		515,984
Morgan Stanley
3.70%, 10/23/24		257		250,837
4.00%, 07/23/25(a)		343		334,936
5.00%, 11/24/25(a)		214		213,355
3.88%, 01/27/26(a)		300		290,406
3.13%, 07/27/26(a)		87		81,151
4.35%, 09/08/26(a)		257		249,352
3.63%, 01/20/27(a)		341		321,568
3.95%, 04/23/27		87		82,162
7.25%, 04/01/32		50		56,258
6.38%, 07/24/42(a)		181		196,318
4.30%, 01/27/45		171		145,749
4.38%, 01/22/47(a)		257		217,490
(1 day SOFR + 0.51%), 0.79%, 01/22/25(b)		87		82,306
(1 day SOFR + 0.53%), 0.79%, 05/30/25(b)		393		365,370
(1 day SOFR + 0.56%), 1.16%, 10/21/25(b)		511		470,382
(1 day SOFR + 0.72%), 0.99%, 12/10/26(b)		307		268,998
(1 day SOFR + 0.86%), 1.51%, 07/20/27(b)		326		282,899
(1 day SOFR + 0.88%), 1.59%, 05/04/27(b)		66		57,897
(1 day SOFR + 0.94%), 2.63%, 02/18/26(b)		324		304,232
(1 day SOFR + 1.00%), 2.48%, 01/21/28(b)		244		216,807
(1 day SOFR + 1.02%), 1.93%, 04/28/32(b)		300		226,358
(1 day SOFR + 1.03%), 1.79%, 02/13/32(b)		338		254,027
(1 day SOFR + 1.14%), 2.70%, 01/22/31(a)(b)		341		281,784
(1 day SOFR + 1.15%), 2.72%, 07/22/25(a)(b)		105		100,382
(1 day SOFR + 1.16%), 3.62%, 04/17/25(a)(b)		178		173,693
(1 day SOFR + 1.18%), 2.24%, 07/21/32(b)		87		66,746
(1 day SOFR + 1.20%), 2.51%, 10/20/32(a)(b)		281		219,900
(1 day SOFR + 1.29%), 2.94%, 01/21/33(a)(b)		343		277,480
(1 day SOFR + 1.36%), 2.48%, 09/16/36(b)		459		332,835
(1 day SOFR + 1.43%), 2.80%, 01/25/52(a)(b)		221		136,069
(1 day SOFR + 1.49%), 3.22%, 04/22/42(a)(b)		35		25,899
(1 day SOFR + 1.61%), 4.21%, 04/20/28(b)		96		91,305
(1 day SOFR + 1.67%), 4.68%, 07/17/26(b)		130		127,771
(1 day SOFR + 2.08%), 4.89%, 07/20/33(b)		70		65,766
(1 day SOFR + 2.62%), 5.30%, 04/20/37(b)		114		104,237
(1 day SOFR + 3.12%), 3.62%, 04/01/31(b)		400		349,201
(1 day SOFR + 4.84%), 5.60%, 03/24/51(a)(b)		171		170,012
(3 mo. LIBOR US + 1.14%), 3.77%, 01/24/29(b)		410		375,459
(3 mo. LIBOR US + 1.34%), 3.59%, 07/22/28(b)		384		352,224
(3 mo. LIBOR US + 1.43%), 4.46%, 04/22/39(b)		211		185,233
(3 mo. LIBOR US + 1.46%), 3.97%, 07/22/38(b)		171		143,974
(3 mo. LIBOR US + 1.63%), 4.43%, 01/23/30(b)		130		120,991
Series F, 3.88%, 04/29/24(a)		87		85,648
Nasdaq, Inc.
3.85%, 06/30/26(a)		104		100,404
1.65%, 01/15/31		57		43,575
3.25%, 04/28/50		70		47,079
NatWest Group PLC(b)
(1 year CMT + 2.85%), 7.47%, 11/10/26(a)		500		520,300
(3 mo. LIBOR US + 1.76%), 4.27%, 03/22/25		522		510,453
(5 year CMT + 2.35%), 3.03%, 11/28/35(a)		300		220,881
ORIX Corp.
5.00%, 09/13/27		100		98,767
2.25%, 03/09/31(a)		87		68,144
4.00%, 04/13/32(a)		67		59,422

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 35

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Diversified Financial Services (continued)
ORIX Corp. (continued)
5.20%, 09/13/32	$	100	$	97,467
Rexford Industrial Realty LP
2.13%, 12/01/30		71		55,418
2.15%, 09/01/31		79		60,535
Sumitomo Mitsui Financial Group, Inc.
2.35%, 01/15/25(a)		490		463,639
3.78%, 03/09/26(a)		211		202,953
2.63%, 07/14/26(a)		171		156,588
1.40%, 09/17/26(a)		218		189,838
3.01%, 10/19/26(a)		87		80,313
2.17%, 01/14/27		200		177,289
3.36%, 07/12/27(a)		171		158,115
3.35%, 10/18/27(a)		87		79,875
1.90%, 09/17/28		218		179,635
3.20%, 09/17/29(a)		87		74,694
2.72%, 09/27/29		522		440,250
2.22%, 09/17/31		265		204,379
2.93%, 09/17/41(a)		70		47,070
				91,357,204
Diversified Telecommunication Services — 0.6%
AT&T, Inc.
0.90%, 03/25/24(a)		341		323,820
2.30%, 06/01/27(a)		450		400,225
4.30%, 02/15/30(a)		300		282,479
2.75%, 06/01/31(a)		341		282,591
2.25%, 02/01/32(a)		400		313,529
2.55%, 12/01/33		200		153,702
4.50%, 05/15/35(a)		655		595,427
4.90%, 08/15/37		375		344,662
4.85%, 03/01/39		500		447,294
4.65%, 06/01/44		125		104,927
4.75%, 05/15/46		500		422,707
4.50%, 03/09/48(a)		500		407,100
3.65%, 06/01/51		200		140,862
3.50%, 09/15/53(a)		511		344,892
3.55%, 09/15/55		1,174		783,344
3.80%, 12/01/57		778		536,768
3.65%, 09/15/59		220		147,253
British Telecommunications PLC, 9.63%, 12/15/30		200		239,506
Deutsche Telekom International Finance BV, 8.75%, 06/15/30(a)		300		353,777
Telefonica Emisiones SA
4.10%, 03/08/27		345		327,326
7.05%, 06/20/36(a)		185		189,673
5.21%, 03/08/47(a)		283		227,247
4.90%, 03/06/48(a)		160		122,966
Telefonica Europe BV, 8.25%, 09/15/30		75		83,672
Verizon Communications, Inc.
0.75%, 03/22/24(a)		59		55,972
3.50%, 11/01/24(a)		87		84,507
3.38%, 02/15/25(a)		257		248,998
0.85%, 11/20/25(a)		249		222,071
1.45%, 03/20/26(a)		122		109,522
2.63%, 08/15/26(a)		155		143,038
4.13%, 03/16/27(a)		350		340,880
2.10%, 03/22/28(a)		140		121,503
4.33%, 09/21/28(a)		369		354,787
3.88%, 02/08/29(a)		341		319,948
4.02%, 12/03/29(a)		350		326,918
3.15%, 03/22/30		171		150,795

Security	Par (000)		Value
Diversified Telecommunication Services (continued)
Verizon Communications, Inc. (continued)
1.68%, 10/30/30	$	341	$	265,800
2.36%, 03/15/32(a)		695		550,928
4.50%, 08/10/33		300		280,706
4.40%, 11/01/34(a)		257		235,992
4.27%, 01/15/36(a)		214		190,499
4.81%, 03/15/39		104		95,263
2.65%, 11/20/40		87		58,724
3.40%, 03/22/41		429		322,566
2.85%, 09/03/41		112		77,079
4.75%, 11/01/41(a)		511		465,887
3.85%, 11/01/42(a)		87		68,951
4.86%, 08/21/46(a)		341		305,658
4.00%, 03/22/50(a)		171		133,784
2.88%, 11/20/50		427		267,712
3.55%, 03/22/51(a)		336		239,351
3.88%, 03/01/52(a)		118		89,486
2.99%, 10/30/56		211		128,731
3.00%, 11/20/60		275		163,741
3.70%, 03/22/61(a)		403		281,089
				14,276,635
Education — 0.1%
American University, Series 2019, 3.67%, 04/01/49		60		46,007
Brown University, Series A, 2.92%, 09/01/50		75		53,114
California Institute of Technology, 3.65%, 09/01/2119		171		108,917
Duke University
Series 2020, 2.68%, 10/01/44		75		54,223
Series 2020, 2.83%, 10/01/55		88		59,359
Emory University, Series 2020, 2.97%, 09/01/50		62		41,905
Ford Foundation
Series 2020, 2.42%, 06/01/50(a)		60		37,745
Series 2020, 2.82%, 06/01/70		70		40,830
George Washington University
4.87%, 09/15/45		74		67,729
Series 2014, 4.30%, 09/15/44		87		73,051
Series 2018, 4.13%, 09/15/48		58		48,063
Georgetown University(a)
Series 20A, 2.94%, 04/01/50		77		48,678
Series A, 5.22%, 12/31/99		62		54,184
Series B, 4.32%, 04/01/49		40		33,366
Howard University, Series 22A, 5.21%, 10/01/52		73		56,646
Leland Stanford Junior University
3.65%, 05/01/48		130		107,142
2.41%, 06/01/50(a)		75		47,247
Massachusetts Institute of Technology
3.96%, 07/01/38(a)		98		89,590
3.07%, 04/01/52(a)		77		56,378
4.68%, 12/31/99		75		63,851
5.60%, 12/31/99(a)		87		89,974
Series F, 2.99%, 07/01/50		73		53,067
Series G, 2.29%, 07/01/51(a)		56		34,259
Northeastern University, Series 2020, 2.89%, 10/01/50		51		33,637
Northwestern University
Series 2017, 3.66%, 12/01/57		58		44,108
Series 2020, 2.64%, 12/01/50		85		55,177
President and Fellows of Harvard College
3.15%, 07/15/46		62		47,186
2.52%, 10/15/50		71		46,092
3.30%, 07/15/56		121		90,434

36 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Education (continued)
Rockefeller Foundation, Series 2020, 2.49%, 10/01/50(a)	$	71	$	44,984
Thomas Jefferson University, 3.85%, 11/01/57		72		51,342
Trustees of Boston College, 3.13%, 07/01/52(a)		87		60,299
Trustees of Boston University, Series CC, 4.06%, 10/01/48		35		28,965
Trustees of Princeton University(a)
5.70%, 03/01/39		87		94,145
Series 2020, 2.52%, 07/01/50		74		49,238
Trustees of the University of Pennsylvania(a)
3.61%, 02/15/2119		57		37,714
Series 2020, 2.40%, 10/01/50		52		32,501
University of Chicago, Series C, 2.55%, 04/01/50(a)		73		48,631
University of Miami, Series 2022, 4.06%, 04/01/52(a)		67		54,598
University of Notre Dame du Lac, Series 2017, 3.39%, 02/15/48		82		64,115
University of Southern California
2.81%, 10/01/50		71		47,601
Series 21A, 2.95%, 10/01/51(a)		87		58,316
Series A, 3.23%, 10/01/2120		69		40,009
Washington University(a)
4.35%, 04/15/2122		83		65,015
Series 2022, 3.52%, 04/15/54		75		58,927
William Marsh Rice University, 3.77%, 05/15/55		85		68,891
Yale University
Series 2020, 1.48%, 04/15/30(a)		54		43,228
Series 2020, 2.40%, 04/15/50		62		39,357
				2,669,835
Electric Utilities — 2.0%
AEP Texas, Inc.(a)
3.95%, 06/01/28		87		81,581
4.70%, 05/15/32		70		67,049
5.25%, 05/15/52		70		66,939
AEP Transmission Co. LLC
3.10%, 12/01/26(a)		87		81,543
3.80%, 06/15/49		171		133,194
3.15%, 09/15/49(a)		71		49,123
Series M, 3.65%, 04/01/50		87		66,355
Series N, 2.75%, 08/15/51(a)		71		45,020
Series O, 4.50%, 06/15/52(a)		50		43,977
AES Corp.(a)
1.38%, 01/15/26		171		151,846
2.45%, 01/15/31		87		69,210
Alabama Power Co.
3.75%, 09/01/27(a)		100		95,813
3.94%, 09/01/32(a)		100		91,841
6.13%, 05/15/38(a)		171		181,150
3.75%, 03/01/45(a)		87		67,591
4.30%, 01/02/46		87		72,142
3.45%, 10/01/49		65		46,824
3.13%, 07/15/51(a)		104		70,612
Series 20-A, 1.45%, 09/15/30(a)		51		39,711
Allegion U.S. Holding Co., Inc., 5.41%, 07/01/32		40		38,733
Ameren Corp.
2.50%, 09/15/24(a)		110		105,211
1.95%, 03/15/27		133		117,009
3.50%, 01/15/31(a)		171		151,235
Ameren Illinois Co.
3.85%, 09/01/32(a)		340		315,850

Security	Par (000)		Value
Electric Utilities (continued)
Ameren Illinois Co. (continued)
4.15%, 03/15/46(a)	$	87	$	73,939
3.25%, 03/15/50		53		37,933
American Electric Power Co., Inc.
2.03%, 03/15/24		67		64,600
5.75%, 11/01/27(a)		100		102,644
2.30%, 03/01/30		75		61,621
5.95%, 11/01/32(a)		100		104,412
Series J, 4.30%, 12/01/28(a)		87		83,086
Series N, 1.00%, 11/01/25(a)		87		77,699
Appalachian Power Co.
4.40%, 05/15/44		87		71,632
Series BB, 4.50%, 08/01/32		100		93,239
Arizona Public Service Co.
3.15%, 05/15/25(a)		87		83,210
2.60%, 08/15/29		87		72,550
5.05%, 09/01/41		87		76,708
4.50%, 04/01/42		171		140,573
4.20%, 08/15/48		87		66,353
3.50%, 12/01/49(a)		64		43,413
Avista Corp., 4.35%, 06/01/48		104		86,275
Baltimore Gas and Electric Co.
2.40%, 08/15/26(a)		171		157,668
2.25%, 06/15/31		81		65,616
6.35%, 10/01/36		87		92,991
3.50%, 08/15/46(a)		121		89,732
3.20%, 09/15/49		80		56,276
2.90%, 06/15/50		79		52,205
4.55%, 06/01/52(a)		30		26,495
Berkshire Hathaway Energy Co.
3.50%, 02/01/25(a)		82		80,439
4.05%, 04/15/25(a)		341		335,751
3.25%, 04/15/28(a)		87		80,487
3.70%, 07/15/30		87		79,264
1.65%, 05/15/31(a)		146		113,006
6.13%, 04/01/36(a)		87		91,292
5.95%, 05/15/37		171		177,413
5.15%, 11/15/43(a)		87		82,780
4.50%, 02/01/45(a)		71		61,819
3.80%, 07/15/48		87		67,104
4.45%, 01/15/49		87		74,709
4.25%, 10/15/50		71		58,872
2.85%, 05/15/51(a)		71		46,482
4.60%, 05/01/53(a)(d)		71		61,650
Black Hills Corp.
3.95%, 01/15/26(a)		70		67,112
3.05%, 10/15/29		73		61,920
2.50%, 06/15/30		55		44,147
4.35%, 05/01/33		71		62,463
CenterPoint Energy Houston Electric LLC
3.55%, 08/01/42		74		58,383
3.95%, 03/01/48		87		71,215
Sereis AJ, 4.85%, 10/01/52(a)		50		47,709
Series AF, Class AF, 3.35%, 04/01/51(a)		87		64,023
Series AG, Class AG, 3.00%, 03/01/32(a)		70		60,324
Series AH, Class AH, 3.60%, 03/01/52		50		38,389
Series ai, 4.45%, 10/01/32(a)		340		327,771
CenterPoint Energy, Inc.
2.50%, 09/01/24		75		71,999
1.45%, 06/01/26(a)		84		74,475

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 37

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Electric Utilities (continued)
CenterPoint Energy, Inc. (continued)
2.65%, 06/01/31(a)	$	140	$	115,550
Cleco Corporate Holdings LLC
3.74%, 05/01/26(a)		87		82,137
3.38%, 09/15/29		87		74,003
CMS Energy Corp., 3.45%, 08/15/27		171		158,537
Commonwealth Edison Co.
2.55%, 06/15/26(a)		87		80,755
5.90%, 03/15/36		50		52,112
3.70%, 03/01/45		87		67,647
3.65%, 06/15/46		130		98,739
3.00%, 03/01/50(a)		87		59,697
Series 127, 3.20%, 11/15/49(a)		105		74,653
Series 130, 3.13%, 03/15/51		71		48,990
Series 131, 2.75%, 09/01/51		87		55,674
Series 133, 3.85%, 03/15/52(a)		141		112,224
Connecticut Light and Power Co.
Series A, 3.20%, 03/15/27		87		81,608
Series A, 2.05%, 07/01/31(a)		140		112,376
Consolidated Edison Co. of New York, Inc.
3.80%, 05/15/28(a)		87		82,614
2.40%, 06/15/31(a)		171		139,795
3.95%, 03/01/43		53		42,405
4.45%, 03/15/44		87		74,613
4.50%, 12/01/45		87		74,473
3.85%, 06/15/46		171		132,552
3.70%, 11/15/59		70		50,318
3.60%, 06/15/61		130		92,648
Series 12-A, 4.20%, 03/15/42		71		59,421
Series 20A, 3.35%, 04/01/30(a)		257		231,136
Series 20B, 3.95%, 04/01/50(a)		171		134,118
Series C, 4.30%, 12/01/56(a)		87		69,689
Series C, 4.00%, 11/15/57(a)		130		98,262
Series D, 4.00%, 12/01/28(a)		87		83,047
Series E, 4.65%, 12/01/48		87		75,732
Constellation Energy Generation LLC
6.25%, 10/01/39		53		54,060
5.75%, 10/01/41		87		84,415
Consumers Energy Co.
4.35%, 04/15/49(a)		171		148,508
3.10%, 08/15/50		75		52,059
2.65%, 08/15/52(a)		66		41,499
4.20%, 09/01/52(a)		25		21,389
2.50%, 05/01/60(a)		181		101,309
Dominion Energy South Carolina, Inc.
5.45%, 02/01/41(a)		171		167,793
Series A, 2.30%, 12/01/31		70		56,456
Dominion Energy, Inc.
3.07%, 08/15/24(c)		87		83,831
3.90%, 10/01/25(a)		341		332,088
7.00%, 06/15/38		87		93,189
Series A, 1.45%, 04/15/26		70		62,318
Series A, 4.35%, 08/15/32(a)		50		46,478
Series B, 4.85%, 08/15/52(a)		50		43,182
Series C, 3.38%, 04/01/30		257		226,473
Series C, 2.25%, 08/15/31(a)		82		65,246
Series C, 3.30%, 04/15/41(a)		75		55,513
Series C, 4.90%, 08/01/41		50		44,159
DTE Electric Co.
3.65%, 03/15/24		171		168,077
3.70%, 03/15/45		51		40,384

Security	Par (000)		Value
Electric Utilities (continued)
DTE Electric Co. (continued)
3.70%, 06/01/46(a)	$	87	$	67,062
3.75%, 08/15/47		70		54,720
Series A, 1.90%, 04/01/28(a)		87		75,601
Series A, 3.00%, 03/01/32(a)		61		52,590
Series A, 4.00%, 04/01/43		53		44,173
Series A, 4.05%, 05/15/48(a)		87		72,300
Series B, 3.25%, 04/01/51		71		50,796
Series B, 3.65%, 03/01/52		63		48,679
DTE Energy Co.
4.22%, 11/01/24(a)(c)		690		678,234
Series C, 2.53%, 10/01/24(a)(c)		171		163,454
Series C, 3.40%, 06/15/29		120		106,601
Series F, 1.05%, 06/01/25(a)		154		139,488
Duke Energy Carolinas LLC
2.45%, 08/15/29		87		74,598
2.45%, 02/01/30(a)		71		60,644
2.55%, 04/15/31(a)		75		62,606
2.85%, 03/15/32		97		82,055
6.10%, 06/01/37(a)		87		90,000
6.05%, 04/15/38(a)		74		77,969
5.30%, 02/15/40(a)		87		86,095
4.25%, 12/15/41(a)		171		147,574
4.00%, 09/30/42		87		71,977
3.70%, 12/01/47		87		66,184
3.95%, 03/15/48		71		56,800
3.45%, 04/15/51		75		54,743
3.55%, 03/15/52		78		58,252
Series A, 6.00%, 12/01/28(a)		87		92,246
Duke Energy Corp.
3.75%, 04/15/24(a)		87		85,449
0.90%, 09/15/25		243		217,123
2.65%, 09/01/26		87		80,354
3.15%, 08/15/27		87		80,276
4.30%, 03/15/28(a)		90		86,600
2.45%, 06/01/30		89		73,184
4.50%, 08/15/32(a)		100		93,670
3.30%, 06/15/41		121		88,029
4.80%, 12/15/45(a)		87		76,593
3.95%, 08/15/47		87		65,688
4.20%, 06/15/49		87		68,658
5.00%, 08/15/52(a)		100		88,737
(5 year CMT + 2.32%), 3.25%, 01/15/82(b)		109		79,614
Duke Energy Florida LLC
2.50%, 12/01/29		59		50,422
1.75%, 06/15/30		82		65,166
2.40%, 12/15/31(a)		141		115,135
3.40%, 10/01/46		87		62,482
3.00%, 12/15/51		65		43,574
Duke Energy Indiana LLC
3.75%, 05/15/46		87		66,885
Series WWW, 4.90%, 07/15/43(a)		87		80,386
Duke Energy Ohio, Inc., 3.70%, 06/15/46		87		64,063
Duke Energy Progress LLC
3.70%, 09/01/28		65		61,063
3.45%, 03/15/29(a)		87		80,085
2.00%, 08/15/31(a)		74		58,473
3.40%, 04/01/32(a)		67		59,213
4.10%, 05/15/42(a)		53		44,487
4.10%, 03/15/43		87		72,862
4.38%, 03/30/44		74		63,628

38 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Electric Utilities (continued)
Duke Energy Progress LLC (continued)
4.15%, 12/01/44(a)	$	87	$	72,472
4.20%, 08/15/45		87		72,765
3.70%, 10/15/46		87		65,854
2.50%, 08/15/50		87		52,203
2.90%, 08/15/51		74		48,455
4.00%, 04/01/52		55		43,995
Edison International(a)
3.55%, 11/15/24		62		59,853
4.70%, 08/15/25		340		332,674
4.13%, 03/15/28		171		158,635
El Paso Electric Co., 6.00%, 05/15/35		87		85,324
Emera U.S. Finance LP
0.83%, 06/15/24(a)		89		83,052
3.55%, 06/15/26(a)		185		173,290
2.64%, 06/15/31		155		121,339
4.75%, 06/15/46(a)		62		47,836
Entergy Arkansas LLC
3.50%, 04/01/26(a)		65		62,385
2.65%, 06/15/51(a)		75		45,222
3.35%, 06/15/52		87		60,443
Entergy Corp.
0.90%, 09/15/25(a)		116		103,300
2.95%, 09/01/26(a)		171		158,757
1.90%, 06/15/28(a)		71		60,023
2.80%, 06/15/30(a)		79		66,727
2.40%, 06/15/31		104		82,605
3.75%, 06/15/50		71		52,275
Entergy Louisiana LLC
5.40%, 11/01/24(a)		511		514,044
1.60%, 12/15/30		82		62,992
4.00%, 03/15/33		87		78,515
4.20%, 09/01/48		87		71,186
4.20%, 04/01/50		171		138,868
4.75%, 09/15/52(a)		200		179,456
Entergy Mississippi LLC
2.85%, 06/01/28(a)		87		77,232
3.85%, 06/01/49		87		66,401
Entergy Texas, Inc., 5.00%, 09/15/52(a)		50		45,707
Evergy Kansas Central, Inc.
2.55%, 07/01/26(a)		62		57,107
4.25%, 12/01/45		171		137,238
3.25%, 09/01/49		87		60,132
3.45%, 04/15/50		87		62,963
Evergy Metro, Inc., 3.65%, 08/15/25		53		51,479
Evergy, Inc.
2.45%, 09/15/24		87		82,595
2.90%, 09/15/29		87		75,128
Eversource Energy
4.20%, 06/27/24(a)		340		336,059
2.90%, 03/01/27(a)		67		61,687
2.55%, 03/15/31(a)		87		71,646
3.38%, 03/01/32(a)		67		58,324
3.45%, 01/15/50(a)		71		51,502
Series H, 3.15%, 01/15/25(a)		66		63,423
Series M, 3.30%, 01/15/28(a)		257		236,651
Series Q, 0.80%, 08/15/25		140		125,440
Series R, 1.65%, 08/15/30		140		108,936
Series U, 1.40%, 08/15/26(a)		87		76,346
Exelon Corp.
3.95%, 06/15/25(a)		130		126,957

Security	Par (000)		Value
Electric Utilities (continued)
Exelon Corp. (continued)
3.40%, 04/15/26	$	130	$	123,433
4.05%, 04/15/30(a)		171		158,756
5.10%, 06/15/45(a)		87		80,900
4.70%, 04/15/50		87		75,783
Florida Power & Light Co.
2.85%, 04/01/25(a)		63		60,321
3.13%, 12/01/25		87		83,881
5.95%, 02/01/38(a)		50		53,117
5.69%, 03/01/40(a)		87		90,347
5.25%, 02/01/41(a)		87		86,766
4.13%, 02/01/42(a)		87		75,361
4.05%, 10/01/44(a)		130		110,025
3.70%, 12/01/47(a)		171		137,091
3.95%, 03/01/48		87		71,800
4.13%, 06/01/48		87		73,930
3.99%, 03/01/49(a)		87		72,939
Fortis, Inc., 3.06%, 10/04/26(a)		171		158,618
Georgia Power Co.
4.70%, 05/15/32(a)		90		86,765
4.30%, 03/15/42(a)		121		103,895
5.13%, 05/15/52(a)		90		84,367
Series A, 2.20%, 09/15/24(a)		171		163,065
Series B, 2.65%, 09/15/29(a)		171		146,015
Series B, 3.70%, 01/30/50		171		127,309
Indiana Michigan Power Co.
6.05%, 03/15/37(a)		62		63,907
4.25%, 08/15/48(a)		87		70,543
Series K, 4.55%, 03/15/46		54		45,131
Series L, 3.75%, 07/01/47		171		126,921
Interstate Power and Light Co.
3.25%, 12/01/24(a)		87		83,920
4.10%, 09/26/28(a)		75		71,412
3.70%, 09/15/46		87		63,074
3.50%, 09/30/49(a)		78		55,543
IPALCO Enterprises, Inc., 4.25%, 05/01/30		171		151,912
ITC Holdings Corp., 3.25%, 06/30/26		171		159,919
Kentucky Utilities Co.
4.38%, 10/01/45		171		144,646
3.30%, 06/01/50		75		52,678
MidAmerican Energy Co.
3.65%, 04/15/29(a)		87		81,342
4.80%, 09/15/43		87		81,055
3.65%, 08/01/48		87		68,264
4.25%, 07/15/49(a)		107		90,761
3.15%, 04/15/50(a)		87		61,573
2.70%, 08/01/52(a)		75		48,019
Mississippi Power Co.
Series 12-A, 4.25%, 03/15/42		87		70,573
Series B, 3.10%, 07/30/51		87		55,358
National Rural Utilities Cooperative Finance Corp.
2.85%, 01/27/25(a)		87		83,499
1.88%, 02/07/25(a)		87		81,586
3.45%, 06/15/25(a)		70		67,522
3.40%, 02/07/28(a)		341		315,721
2.40%, 03/15/30		144		119,882
2.75%, 04/15/32		87		71,566
4.02%, 11/01/32(a)		107		97,229
4.15%, 12/15/32		270		249,322
5.80%, 01/15/33		50		52,185
4.30%, 03/15/49		87		72,454

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 39

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Electric Utilities (continued)
National Rural Utilities Cooperative Finance Corp. (continued)
Series D, 1.00%, 10/18/24(a)	$	130	$	120,255
Nevada Power Co.
Series DD, 2.40%, 05/01/30		71		59,520
Series EE, 3.13%, 08/01/50(a)		71		47,976
Series GG, 5.90%, 05/01/53(a)		50		53,289
NextEra Energy Capital Holdings, Inc.
4.20%, 06/20/24		200		197,364
4.26%, 09/01/24		200		197,286
4.45%, 06/20/25		200		197,525
1.88%, 01/15/27(a)		154		136,299
3.55%, 05/01/27(a)		171		161,103
4.63%, 07/15/27(a)		200		196,651
1.90%, 06/15/28		119		101,597
2.75%, 11/01/29		86		74,386
2.44%, 01/15/32(a)		86		69,394
5.00%, 07/15/32(a)		135		132,400
3.00%, 01/15/52(a)		96		62,674
Northern States Power Co.
2.25%, 04/01/31		55		45,665
3.40%, 08/15/42(a)		70		54,361
4.00%, 08/15/45		85		69,212
2.90%, 03/01/50		79		54,033
3.20%, 04/01/52		80		56,877
4.50%, 06/01/52		69		62,513
NSTAR Electric Co., 4.55%, 06/01/52(a)		79		71,095
Oglethorpe Power Corp.
4.50%, 04/01/47(a)(d)		61		48,429
5.05%, 10/01/48		41		35,055
3.75%, 08/01/50		87		62,390
Ohio Power Co.
4.15%, 04/01/48		71		57,601
Series Q, 1.63%, 01/15/31(a)		76		58,808
Series R, 2.90%, 10/01/51		76		49,447
Oklahoma Gas and Electric Co., 3.25%, 04/01/30		171		149,082
Oncor Electric Delivery Co. LLC
0.55%, 10/01/25(a)		100		89,253
3.70%, 11/15/28		62		58,470
2.75%, 05/15/30(a)		171		148,919
4.55%, 09/15/32(a)(d)		75		73,426
5.25%, 09/30/40		87		86,211
5.30%, 06/01/42(a)		75		74,587
3.75%, 04/01/45		87		69,941
3.80%, 06/01/49		171		137,449
3.10%, 09/15/49(a)		86		60,869
2.70%, 11/15/51(a)		74		48,329
4.95%, 09/15/52(a)(d)		200		193,025
Pacific Gas and Electric Co.
4.95%, 06/08/25		100		98,456
3.15%, 01/01/26(a)		341		316,860
5.45%, 06/15/27(a)		100		98,611
2.10%, 08/01/27(a)		102		87,111
3.30%, 12/01/27(a)		345		304,473
3.00%, 06/15/28(a)		109		94,231
3.75%, 07/01/28(a)		171		151,677
4.20%, 03/01/29(a)		130		116,061
4.55%, 07/01/30		341		309,082
2.50%, 02/01/31(a)		257		199,403
4.40%, 03/01/32(a)		137		119,575

Security	Par (000)		Value
Electric Utilities (continued)
Pacific Gas and Electric Co. (continued)
5.90%, 06/15/32(a)	$	100	$	97,579
4.50%, 07/01/40(a)		341		266,514
3.30%, 08/01/40(a)		154		104,268
4.20%, 06/01/41		78		57,737
4.75%, 02/15/44(a)		87		66,562
4.30%, 03/15/45		74		52,465
4.95%, 07/01/50		104		80,583
3.50%, 08/01/50(a)		155		96,273
PacifiCorp.
5.25%, 06/15/35(a)		87		85,184
6.35%, 07/15/38(a)		257		273,253
4.10%, 02/01/42		87		71,557
4.15%, 02/15/50		87		71,341
2.90%, 06/15/52		74		48,306
PECO Energy Co.
3.00%, 09/15/49		69		47,093
3.05%, 03/15/51		63		43,036
2.85%, 09/15/51(a)		82		53,973
4.38%, 08/15/52(a)		50		43,980
Potomac Electric Power Co.(a)
3.60%, 03/15/24		87		85,519
4.15%, 03/15/43		87		73,462
PPL Electric Utilities Corp.
4.75%, 07/15/43		87		79,312
3.00%, 10/01/49		60		40,459
Progress Energy, Inc., 7.75%, 03/01/31(a)		50		56,646
Public Service Co. of Colorado
3.70%, 06/15/28		171		162,718
3.60%, 09/15/42(a)		87		68,665
4.30%, 03/15/44		75		63,876
3.80%, 06/15/47		171		134,672
Series 35, 1.90%, 01/15/31(a)		140		112,299
Series 38, 4.10%, 06/01/32(a)		80		75,252
Public Service Co. of Oklahoma
Series J, 2.20%, 08/15/31(a)		87		69,280
Series K, 3.15%, 08/15/51		70		46,398
Public Service Electric and Gas Co.
3.20%, 05/15/29(a)		87		78,896
2.45%, 01/15/30		71		60,909
1.90%, 08/15/31(a)		141		112,077
3.95%, 05/01/42(a)		50		41,825
3.65%, 09/01/42		50		39,759
3.80%, 03/01/46		214		169,418
3.85%, 05/01/49		87		68,836
3.15%, 01/01/50		71		49,647
3.00%, 03/01/51		71		48,326
Public Service Enterprise Group, Inc.(a)
2.88%, 06/15/24		171		165,140
0.80%, 08/15/25		341		305,610
Puget Energy, Inc.
3.65%, 05/15/25(a)		87		82,748
2.38%, 06/15/28		71		60,412
4.10%, 06/15/30		87		77,688
4.22%, 03/15/32(a)		61		54,134
Puget Sound Energy, Inc.
5.80%, 03/15/40		87		87,149
4.22%, 06/15/48		87		70,479
San Diego Gas & Electric Co.
4.15%, 05/15/48		171		142,562

40 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Electric Utilities (continued)
San Diego Gas & Electric Co. (continued)
Series VVV, 1.70%, 10/01/30	$	87	$	68,794
Sempra Energy
3.30%, 04/01/25(a)		60		57,537
3.40%, 02/01/28(a)		341		316,482
3.70%, 04/01/29		86		78,387
3.80%, 02/01/38		171		140,228
4.00%, 02/01/48(a)		171		133,256
(5 year CMT + 2.87%), 4.13%, 04/01/52(b)		87		67,367
Sierra Pacific Power Co., 2.60%, 05/01/26		214		198,737
Southern California Edison Co.
5.85%, 11/01/27(a)		50		51,464
2.25%, 06/01/30(a)		171		140,828
6.00%, 01/15/34(a)		257		268,383
5.50%, 03/15/40(a)		50		48,120
4.50%, 09/01/40		171		146,018
4.65%, 10/01/43		62		53,590
4.00%, 04/01/47(a)		171		133,632
3.65%, 02/01/50(a)		71		51,853
3.45%, 02/01/52		70		49,800
Series 08-A, 5.95%, 02/01/38		87		87,761
Series B, 4.88%, 03/01/49		87		76,501
Series C, 4.20%, 06/01/25(a)		59		57,904
Series C, 3.60%, 02/01/45		87		62,409
Series D, 4.70%, 06/01/27		65		63,648
Series E, 3.70%, 08/01/25		341		329,911
Series G, 2.50%, 06/01/31(a)		166		136,786
Series H, 3.65%, 06/01/51		76		55,238
Southern Co.(a)
5.15%, 10/06/25		100		100,647
3.25%, 07/01/26		87		81,806
4.40%, 07/01/46		130		108,419
Series B, (5 year CMT + 3.73%), 4.00%, 01/15/51(b)		171		155,610
Southern Power Co.
5.25%, 07/15/43		87		78,422
Series F, 4.95%, 12/15/46		171		145,715
Southwestern Electric Power Co.
3.25%, 11/01/51		71		46,675
Series M, 4.10%, 09/15/28		171		162,072
Southwestern Public Service Co.
3.70%, 08/15/47		87		65,324
3.75%, 06/15/49		71		54,329
Series 8, 3.15%, 05/01/50		71		48,968
Tampa Electric Co.
4.10%, 06/15/42(a)		87		70,700
4.30%, 06/15/48		71		57,423
4.45%, 06/15/49		64		52,804
3.63%, 06/15/50		80		57,868
5.00%, 07/15/52(a)		35		31,928
Toledo Edison Co., 6.15%, 05/15/37		74		76,542
Tucson Electric Power Co.
3.25%, 05/15/32(a)		87		73,884
4.85%, 12/01/48		87		74,416
Union Electric Co.
2.95%, 06/15/27(a)		171		159,187
2.15%, 03/15/32(a)		171		135,155
4.00%, 04/01/48		171		137,650
3.25%, 10/01/49		87		61,559

Security	Par (000)		Value
Electric Utilities (continued)
Virginia Electric and Power Co.
2.30%, 11/15/31	$	87	$	70,016
2.40%, 03/30/32(a)		70		56,556
4.00%, 01/15/43(a)		87		70,348
4.45%, 02/15/44		112		96,022
4.60%, 12/01/48		81		70,156
3.30%, 12/01/49		71		50,706
2.95%, 11/15/51(a)		87		57,169
Series A, 3.15%, 01/15/26(a)		97		92,244
Series A, 3.50%, 03/15/27(a)		130		122,855
Series A, 3.80%, 04/01/28		87		81,962
Series A, 2.88%, 07/15/29(a)		60		52,825
Series A, 6.00%, 05/15/37(a)		87		89,991
Series B, 3.75%, 05/15/27(a)		78		74,437
Series B, 6.00%, 01/15/36(a)		171		175,887
Series B, 3.80%, 09/15/47		87		66,505
Series C, 4.00%, 11/15/46		75		58,817
Series C, 4.63%, 05/15/52(a)		61		53,233
Series D, 4.65%, 08/15/43		87		76,381
WEC Energy Group, Inc., 5.15%, 10/01/27(a)		100		101,067
Wisconsin Electric Power Co.(a)
1.70%, 06/15/28		86		73,213
4.75%, 09/30/32		80		78,387
Wisconsin Power and Light Co.
3.00%, 07/01/29		171		150,784
1.95%, 09/16/31(a)		66		51,776
3.95%, 09/01/32(a)		100		91,519
Wisconsin Public Service Corp.
3.30%, 09/01/49		109		75,988
2.85%, 12/01/51		82		52,437
Xcel Energy, Inc.
3.30%, 06/01/25		74		71,026
3.35%, 12/01/26(a)		87		81,702
1.75%, 03/15/27		87		76,209
4.00%, 06/15/28(a)		171		163,667
2.60%, 12/01/29		70		59,764
2.35%, 11/15/31		71		56,721
4.60%, 06/01/32(a)		83		79,268
3.50%, 12/01/49(a)		70		51,053
				43,976,828
Electrical Equipment — 0.0%
Eaton Corp.(a)
4.15%, 03/15/33		100		92,962
4.70%, 08/23/52		60		54,285
Tyco Electronics Group SA
3.45%, 08/01/24		75		73,370
2.50%, 02/04/32(a)		60		49,468
Vontier Corp., 1.80%, 04/01/26		104		87,885
				357,970
Electronic Equipment, Instruments & Components — 0.1%
Amphenol Corp.
2.80%, 02/15/30		171		145,959
2.20%, 09/15/31		82		64,962
Arrow Electronics, Inc.(a)
4.00%, 04/01/25		87		83,967
2.95%, 02/15/32		71		55,979
Avnet, Inc.
3.00%, 05/15/31		87		67,511
5.50%, 06/01/32(a)		70		64,638

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 41

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Electronic Equipment, Instruments & Components (continued)
CDW LLC/CDW Finance Corp.
5.50%, 12/01/24	$	130	$	129,992
2.67%, 12/01/26(a)		140		124,295
4.25%, 04/01/28(a)		71		65,343
3.25%, 02/15/29(a)		79		67,284
3.57%, 12/01/31(a)		140		115,365
Corning, Inc.
4.75%, 03/15/42(a)		50		44,504
5.35%, 11/15/48(a)		50		45,868
3.90%, 11/15/49(a)		87		63,330
4.38%, 11/15/57		130		100,791
5.45%, 11/15/79		87		75,086
Honeywell International, Inc.
4.85%, 11/01/24		50		50,158
4.95%, 02/15/28(a)		100		101,293
5.00%, 02/15/33		100		101,854
Keysight Technologies, Inc., 3.00%, 10/30/29(a)		140		121,330
Rockwell Automation, Inc.
1.75%, 08/15/31		86		68,087
2.80%, 08/15/61		60		35,575
TD SYNNEX Corp.
1.75%, 08/09/26		171		145,345
2.65%, 08/09/31		87		65,897
				2,004,413
Energy Equipment & Services — 0.1%
Baker Hughes Holdings LLC, 5.13%, 09/15/40(a)		74		68,231
Baker Hughes Holdings LLC/Baker Hughes Co.- Obligor, Inc.
2.06%, 12/15/26		119		106,656
3.34%, 12/15/27(a)		79		72,973
3.14%, 11/07/29(a)		82		72,342
4.08%, 12/15/47(a)		257		200,452
Halliburton Co.
3.80%, 11/15/25(a)		165		160,488
4.85%, 11/15/35(a)		171		158,195
4.50%, 11/15/41		50		41,701
4.75%, 08/01/43		214		182,533
5.00%, 11/15/45(a)		200		177,089
NOV, Inc.
3.60%, 12/01/29		171		150,298
3.95%, 12/01/42		53		36,951
				1,427,909
Environmental, Maintenance & Security Service — 0.1%
Nature Conservancy, Series A, 3.96%, 03/01/52(a)		75		59,926
Republic Services, Inc.
2.50%, 08/15/24		72		68,997
3.20%, 03/15/25(a)		87		83,421
2.90%, 07/01/26(a)		85		79,178
3.95%, 05/15/28(a)		300		284,963
1.45%, 02/15/31		153		117,951
1.75%, 02/15/32(a)		171		131,272
2.38%, 03/15/33(a)		257		204,958
Waste Connections, Inc.
2.20%, 01/15/32		171		135,656
3.20%, 06/01/32		73		62,622
4.20%, 01/15/33		100		92,875
Waste Management, Inc.
0.75%, 11/15/25(a)		171		152,895
3.15%, 11/15/27(a)		171		159,510

Security	Par (000)		Value
Environmental, Maintenance & Security Service (continued)
Waste Management, Inc. (continued)
2.00%, 06/01/29	$	86	$	72,775
1.50%, 03/15/31(a)		171		133,695
2.95%, 06/01/41		100		74,216
4.15%, 07/15/49(a)		87		75,471
				1,990,381
Equity Real Estate Investment Trusts (REITs) — 0.9%
Alexandria Real Estate Equities, Inc.
4.30%, 01/15/26(a)		130		126,629
3.95%, 01/15/27(a)		87		83,119
3.38%, 08/15/31(a)		141		123,052
2.00%, 05/18/32(a)		73		55,897
1.88%, 02/01/33(a)		102		75,842
2.95%, 03/15/34(a)		52		42,146
4.85%, 04/15/49		87		73,662
3.00%, 05/18/51(a)		70		44,257
3.55%, 03/15/52(a)		100		71,262
American Homes 4 Rent LP
4.90%, 02/15/29		171		161,610
2.38%, 07/15/31(a)		35		26,996
3.38%, 07/15/51		25		15,557
American Tower Corp.
0.60%, 01/15/24		105		100,086
3.38%, 05/15/24		341		331,827
2.95%, 01/15/25(a)		87		82,977
2.40%, 03/15/25(a)		102		95,959
4.40%, 02/15/26(a)		30		29,233
1.60%, 04/15/26(a)		89		79,129
1.45%, 09/15/26(a)		64		55,843
3.38%, 10/15/26(a)		87		81,341
2.75%, 01/15/27(a)		76		68,895
3.65%, 03/15/27(a)		69		64,445
3.95%, 03/15/29		87		80,202
3.80%, 08/15/29(a)		87		78,924
2.90%, 01/15/30(a)		93		78,759
2.10%, 06/15/30		141		111,608
2.70%, 04/15/31(a)		104		84,651
2.30%, 09/15/31		124		96,394
4.05%, 03/15/32(a)		79		70,452
3.70%, 10/15/49		75		53,196
3.10%, 06/15/50		82		51,598
2.95%, 01/15/51		100		61,911
AvalonBay Communities, Inc.
3.45%, 06/01/25(a)		74		71,261
3.20%, 01/15/28(a)		191		174,591
1.90%, 12/01/28		104		87,018
3.30%, 06/01/29		64		57,287
2.05%, 01/15/32(a)		130		102,018
3.90%, 10/15/46		87		66,614
Boston Properties LP
3.20%, 01/15/25(a)		171		163,555
3.65%, 02/01/26(a)		67		63,509
4.50%, 12/01/28(a)		171		158,523
2.90%, 03/15/30		83		67,845
3.25%, 01/30/31(a)		171		141,362
2.55%, 04/01/32(a)		130		98,833
Brandywine Operating Partnership LP, 4.55%, 10/01/29		87		72,732
Brixmor Operating Partnership LP 3.65%, 06/15/24(a)		130		125,997

42 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Brixmor Operating Partnership LP (continued)
4.13%, 06/15/26	$	87	$	82,033
4.13%, 05/15/29		214		191,329
Broadstone Net Lease LLC, 2.60%, 09/15/31		100		74,936
Camden Property Trust, 2.80%, 05/15/30(a)		257		221,130
Corporate Office Properties LP
2.00%, 01/15/29(a)		70		53,683
2.75%, 04/15/31		50		37,420
2.90%, 12/01/33		87		61,706
Crown Castle, Inc.
3.70%, 06/15/26(a)		71		67,509
1.05%, 07/15/26(a)		341		294,625
4.00%, 03/01/27		171		163,074
2.90%, 03/15/27(a)		70		63,669
3.80%, 02/15/28		341		316,914
2.25%, 01/15/31(a)		171		137,182
2.90%, 04/01/41(a)		141		96,594
4.00%, 11/15/49(a)		102		77,052
CubeSmart LP
3.00%, 02/15/30		100		83,219
2.00%, 02/15/31		87		65,543
Digital Realty Trust LP(a)
3.70%, 08/15/27		171		158,680
5.55%, 01/15/28		285		286,884
3.60%, 07/01/29		130		116,114
EPR Properties
4.50%, 04/01/25(a)		70		66,402
4.75%, 12/15/26		75		67,389
4.50%, 06/01/27(a)		75		65,645
4.95%, 04/15/28		75		63,988
3.75%, 08/15/29		75		58,721
Equinix, Inc.
2.63%, 11/18/24(a)		144		137,130
1.25%, 07/15/25		82		74,146
1.00%, 09/15/25		171		152,920
1.45%, 05/15/26		70		61,539
2.90%, 11/18/26		71		64,894
1.55%, 03/15/28		144		119,018
2.00%, 05/15/28		67		56,558
3.20%, 11/18/29(a)		81		70,504
2.15%, 07/15/30(a)		87		69,212
2.50%, 05/15/31		152		122,131
3.00%, 07/15/50(a)		71		44,578
3.40%, 02/15/52		140		95,356
ERP Operating LP
3.25%, 08/01/27(a)		87		79,670
3.50%, 03/01/28(a)		171		157,574
3.00%, 07/01/29(a)		128		111,848
2.50%, 02/15/30		72		60,058
1.85%, 08/01/31(a)		76		59,109
4.50%, 06/01/45		87		73,132
Essex Portfolio LP
3.88%, 05/01/24		74		72,454
4.00%, 03/01/29(a)		71		64,704
3.00%, 01/15/30		70		59,197
1.65%, 01/15/31		90		67,149
2.55%, 06/15/31		60		47,375
2.65%, 09/01/50(a)		71		39,951
Extra Space Storage LP
2.55%, 06/01/31		87		68,057
2.35%, 03/15/32		70		52,969

Security	Par (000)		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Federal Realty Investment Trust
3.25%, 07/15/27	$	87	$	79,954
3.50%, 06/01/30		140		119,786
GLP Capital LP/GLP Financing II, Inc.(a)
3.35%, 09/01/24		75		71,875
4.00%, 01/15/30		169		148,013
Healthcare Realty Holdings LP, 3.10%, 02/15/30(a)		171		142,779
Healthpeak Properties, Inc.
3.40%, 02/01/25(a)		31		29,825
4.00%, 06/01/25(a)		87		84,722
1.35%, 02/01/27		62		53,668
2.13%, 12/01/28		75		62,871
3.50%, 07/15/29		57		50,726
3.00%, 01/15/30(a)		92		79,119
2.88%, 01/15/31		90		75,216
Highwoods Realty LP
4.13%, 03/15/28		87		78,575
3.05%, 02/15/30(a)		87		69,297
Host Hotels & Resorts LP
Series E, 4.00%, 06/15/25(a)		67		64,381
Series H, 3.38%, 12/15/29(a)		171		142,952
Series J, 2.90%, 12/15/31		71		54,312
Hudson Pacific Properties LP, 4.65%, 04/01/29(a)		171		146,094
Invitation Homes Operating Partnership LP
2.30%, 11/15/28(a)		79		65,324
2.00%, 08/15/31(a)		70		51,730
2.70%, 01/15/34		87		63,427
Kilroy Realty LP
2.50%, 11/15/32		67		47,573
2.65%, 11/15/33(a)		71		49,261
Kimco Realty Corp.
3.30%, 02/01/25		62		59,409
2.80%, 10/01/26		87		79,732
2.25%, 12/01/31		87		66,793
4.60%, 02/01/33(a)		25		22,863
4.45%, 09/01/47		62		47,753
3.70%, 10/01/49		87		59,388
Life Storage LP
4.00%, 06/15/29		21		18,810
2.20%, 10/15/30		69		53,604
2.40%, 10/15/31		75		57,697
Mid-America Apartments LP
1.10%, 09/15/26		67		57,942
3.60%, 06/01/27(a)		87		82,429
3.95%, 03/15/29(a)		87		81,657
1.70%, 02/15/31		69		53,797
2.88%, 09/15/51(a)		66		42,064
National Retail Properties, Inc.(a)
3.10%, 04/15/50		171		104,858
3.00%, 04/15/52		82		48,795
Omega Healthcare Investors, Inc.
4.50%, 04/01/27(a)		87		81,470
4.75%, 01/15/28(a)		87		80,165
3.63%, 10/01/29(a)		104		85,320
3.25%, 04/15/33		71		51,331
Physicians Realty LP, 2.63%, 11/01/31		87		67,907
Piedmont Operating Partnership LP, 3.15%, 08/15/30(a)		87		66,175
Prologis LP, 4.63%, 01/15/33(a)		135		130,689
Public Storage(a)
1.50%, 11/09/26		138		122,644

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 43

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Public Storage(a) (continued)
1.85%, 05/01/28	$	207	$	177,576
1.95%, 11/09/28		133		113,451
2.25%, 11/09/31		87		69,769
Rayonier LP, 2.75%, 05/17/31		124		99,617
Realty Income Corp.
0.75%, 03/15/26(a)		100		86,916
4.13%, 10/15/26(a)		171		166,213
3.00%, 01/15/27(a)		171		158,081
3.95%, 08/15/27(a)		87		82,942
3.40%, 01/15/28		87		80,111
3.25%, 06/15/29		48		42,751
3.10%, 12/15/29(a)		87		75,748
3.25%, 01/15/31		116		100,591
1.80%, 03/15/33(a)		72		51,644
Regency Centers LP
2.95%, 09/15/29		71		59,591
3.70%, 06/15/30		87		75,892
4.40%, 02/01/47		87		66,818
Sabra Health Care LP
3.90%, 10/15/29(a)		50		41,830
3.20%, 12/01/31		87		64,734
Safehold Operating Partnership LP, 2.80%, 06/15/31(a)		60		46,047
Simon Property Group LP
2.00%, 09/13/24(a)		178		169,062
3.38%, 10/01/24(a)		87		84,413
3.30%, 01/15/26		257		243,870
1.38%, 01/15/27(a)		121		105,605
3.38%, 06/15/27		130		121,145
2.45%, 09/13/29(a)		87		72,635
2.65%, 07/15/30(a)		171		142,218
2.25%, 01/15/32(a)		121		94,113
4.75%, 03/15/42		74		63,455
4.25%, 10/01/44		87		68,660
4.25%, 11/30/46		87		69,476
3.25%, 09/13/49		114		75,457
SITE Centers Corp., 4.25%, 02/01/26		87		81,941
Spirit Realty LP
3.20%, 01/15/27		171		151,608
4.00%, 07/15/29(a)		75		65,092
3.40%, 01/15/30(a)		87		72,478
STORE Capital Corp., 2.70%, 12/01/31		87		63,870
Sun Communities Operating LP(a)
2.30%, 11/01/28		79		65,766
2.70%, 07/15/31		128		101,033
4.20%, 04/15/32		69		60,770
Tanger Properties LP, 3.88%, 07/15/27		171		155,987
UDR, Inc.
4.40%, 01/26/29(a)		171		159,824
3.20%, 01/15/30		87		75,479
3.00%, 08/15/31(a)		87		72,546
1.90%, 03/15/33		87		61,939
Ventas Realty LP
3.50%, 04/15/24		171		166,326
2.65%, 01/15/25		112		105,968
4.13%, 01/15/26		214		207,568
3.25%, 10/15/26(a)		87		80,357
4.00%, 03/01/28		257		237,627
3.00%, 01/15/30(a)		50		41,946

Security	Par (000)		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Ventas Realty LP (continued)
2.50%, 09/01/31(a)	$	121	$	94,951
VICI Properties LP(a)
4.38%, 05/15/25		71		68,858
4.75%, 02/15/28		117		110,994
4.95%, 02/15/30		105		99,951
Vornado Realty LP, 3.50%, 01/15/25(a)		87		81,163
Welltower, Inc.
3.63%, 03/15/24		87		85,137
4.00%, 06/01/25(a)		214		208,445
4.25%, 04/01/26(a)		62		59,954
2.05%, 01/15/29		108		87,716
4.13%, 03/15/29		171		156,961
3.10%, 01/15/30(a)		171		144,325
2.75%, 01/15/31		100		80,001
2.75%, 01/15/32(a)		87		68,025
3.85%, 06/15/32(a)		79		67,038
Weyerhaeuser Co.
4.00%, 11/15/29		171		156,104
7.38%, 03/15/32		80		88,431
3.38%, 03/09/33		90		75,215
4.00%, 03/09/52		55		41,503
WP Carey, Inc.(a)
3.85%, 07/15/29		82		73,658
2.45%, 02/01/32		118		92,206
				19,555,242
Food & Staples Retailing — 0.5%
Campbell Soup Co.(a)
3.30%, 03/19/25		87		83,665
4.80%, 03/15/48		130		114,660
Conagra Brands, Inc.
4.30%, 05/01/24(a)		171		168,645
4.60%, 11/01/25		171		168,490
1.38%, 11/01/27(a)		77		64,145
5.30%, 11/01/38		171		161,024
5.40%, 11/01/48(a)		87		80,390
Costco Wholesale Corp.
3.00%, 05/18/27(a)		257		241,535
1.60%, 04/20/30(a)		257		210,552
1.75%, 04/20/32		87		68,779
Dollar General Corp.
4.63%, 11/01/27(a)		70		68,703
5.00%, 11/01/32(a)		75		73,982
4.13%, 04/03/50		100		79,760
Dollar Tree, Inc.
4.20%, 05/15/28(a)		171		163,555
2.65%, 12/01/31		87		70,368
3.38%, 12/01/51(a)		71		47,628
General Mills, Inc.(a)
3.65%, 02/15/24		87		85,471
3.20%, 02/10/27		87		82,199
4.20%, 04/17/28		171		165,243
2.88%, 04/15/30		171		147,731
2.25%, 10/14/31		121		97,308
3.00%, 02/01/51		180		123,078
Ingredion, Inc., 3.90%, 06/01/50		87		63,454
Kellogg Co.(a)
3.25%, 04/01/26		65		61,795
4.30%, 05/15/28		171		165,918
2.10%, 06/01/30		141		114,636

44 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Food & Staples Retailing (continued)
Kellogg Co.(a) (continued)
4.50%, 04/01/46	$	62	$	52,826
Koninklijke Ahold Delhaize NV, 5.70%, 10/01/40		73		72,309
Kraft Heinz Foods Co.
3.00%, 06/01/26(a)		206		192,779
3.88%, 05/15/27		148		141,399
4.63%, 01/30/29(a)		87		85,997
3.75%, 04/01/30(a)		79		71,941
4.25%, 03/01/31		87		81,332
6.75%, 03/15/32		70		75,945
5.00%, 07/15/35		79		75,553
6.88%, 01/26/39		87		94,383
6.50%, 02/09/40(a)		79		83,530
5.00%, 06/04/42(a)		163		147,438
5.20%, 07/15/45(a)		197		181,754
4.88%, 10/01/49(a)		163		141,491
5.50%, 06/01/50(a)		87		83,146
Kroger Co.
3.50%, 02/01/26		87		83,061
2.65%, 10/15/26(a)		171		156,954
3.70%, 08/01/27(a)		87		82,197
4.50%, 01/15/29(a)		171		164,691
1.70%, 01/15/31(a)		182		140,315
5.15%, 08/01/43(a)		66		60,741
3.88%, 10/15/46		87		66,477
4.65%, 01/15/48		87		75,169
5.40%, 01/15/49		87		83,007
3.95%, 01/15/50(a)		75		58,220
McCormick & Co., Inc.
0.90%, 02/15/26(a)		67		58,687
1.85%, 02/15/31		71		54,887
Sysco Corp.
3.75%, 10/01/25(a)		74		71,606
3.30%, 07/15/26(a)		110		103,761
3.25%, 07/15/27(a)		171		158,051
5.95%, 04/01/30(a)		171		176,977
2.45%, 12/14/31(a)		87		69,878
4.85%, 10/01/45		53		46,703
4.50%, 04/01/46		87		72,895
4.45%, 03/15/48(a)		87		71,327
6.60%, 04/01/50		114		124,249
Target Corp.
3.50%, 07/01/24		171		167,486
2.25%, 04/15/25(a)		243		230,527
2.50%, 04/15/26(a)		87		81,460
1.95%, 01/15/27(a)		74		67,177
3.38%, 04/15/29(a)		171		158,309
2.35%, 02/15/30		169		143,454
2.65%, 09/15/30		199		170,993
4.50%, 09/15/32(a)		100		97,054
7.00%, 01/15/38(a)		174		202,833
3.90%, 11/15/47		87		70,877
Walgreens Boots Alliance, Inc.
3.45%, 06/01/26(a)		81		77,003
3.20%, 04/15/30(a)		41		35,481
4.10%, 04/15/50		171		125,795
Walmart, Inc.
3.30%, 04/22/24(a)		300		293,890
3.90%, 09/09/25(a)		600		590,873
1.05%, 09/17/26(a)		84		74,387

Security	Par (000)		Value
Food & Staples Retailing (continued)
Walmart, Inc. (continued)
3.95%, 09/09/27(a)	$	100	$	98,619
2.38%, 09/24/29(a)		33		28,895
1.80%, 09/22/31(a)		166		135,094
4.15%, 09/09/32(a)		100		97,414
6.50%, 08/15/37(a)		200		233,750
5.63%, 04/01/40		341		364,128
4.05%, 06/29/48(a)		82		72,772
4.50%, 09/09/52		400		380,472
				10,533,133
Food Products — 0.2%
Archer-Daniels-Midland Co.
2.50%, 08/11/26(a)		300		278,187
2.90%, 03/01/32(a)		67		57,563
4.54%, 03/26/42		37		33,723
4.02%, 04/16/43		66		55,653
3.75%, 09/15/47(a)		171		138,399
Bunge Ltd. Finance Corp.(a)
3.75%, 09/25/27		171		159,673
2.75%, 05/14/31		121		99,307
Flowers Foods, Inc., 2.40%, 03/15/31(a)		60		48,295
Hershey Co.
2.05%, 11/15/24(a)		87		82,712
2.45%, 11/15/29(a)		87		74,723
3.13%, 11/15/49		87		61,600
Hormel Foods Corp.(a)
1.70%, 06/03/28		223		192,523
3.05%, 06/03/51		87		59,926
J M Smucker Co.
3.50%, 03/15/25		214		207,036
4.25%, 03/15/35(a)		87		77,759
4.38%, 03/15/45(a)		87		70,997
3.55%, 03/15/50		70		47,898
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc.(d)
5.13%, 02/01/28(a)		100		94,737
3.00%, 05/15/32		250		191,713
5.75%, 04/01/33(a)		100		94,927
6.50%, 12/01/52(a)		250		237,953
Mondelez International, Inc.
1.50%, 05/04/25		62		57,373
2.63%, 03/17/27		341		309,138
2.75%, 04/13/30		160		137,913
1.50%, 02/04/31		100		76,887
1.88%, 10/15/32		87		66,006
2.63%, 09/04/50(a)		70		43,489
Tyson Foods, Inc.
3.95%, 08/15/24(a)		341		335,506
3.55%, 06/02/27		171		160,279
4.88%, 08/15/34(a)		70		66,910
5.15%, 08/15/44(a)		87		80,516
4.55%, 06/02/47(a)		87		74,444
				3,773,765
Gas Utilities — 0.0%
Southern California Gas Co., 6.35%, 11/15/52		20		21,878
Health Care Equipment & Supplies — 0.3%
Abbott Laboratories
3.88%, 09/15/25		45		44,112
3.75%, 11/30/26(a)		243		236,567

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 45

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Health Care Equipment & Supplies (continued)
Abbott Laboratories (continued)
1.15%, 01/30/28(a)	$	92	$	78,191
1.40%, 06/30/30		79		62,754
4.75%, 11/30/36(a)		384		380,098
5.30%, 05/27/40		87		88,500
4.75%, 04/15/43		87		83,266
Baxter International, Inc.
2.60%, 08/15/26(a)		127		117,294
2.27%, 12/01/28		309		263,511
3.95%, 04/01/30(a)		87		79,208
3.50%, 08/15/46		87		61,737
3.13%, 12/01/51(a)		79		50,985
Becton Dickinson and Co.
3.36%, 06/06/24		80		78,176
3.73%, 12/15/24(a)		60		58,509
3.70%, 06/06/27		279		263,606
2.82%, 05/20/30(a)		82		70,377
1.96%, 02/11/31(a)		185		146,297
4.30%, 08/22/32(a)		80		74,882
4.69%, 12/15/44		107		95,634
4.67%, 06/06/47(a)		87		76,557
3.79%, 05/20/50(a)		37		28,393
Boston Scientific Corp.
2.65%, 06/01/30(a)		171		146,066
4.55%, 03/01/39		130		116,607
4.70%, 03/01/49(a)		93		83,198
Danaher Corp.
3.35%, 09/15/25		75		72,191
4.38%, 09/15/45(a)		75		66,540
2.60%, 10/01/50(a)		87		55,482
2.80%, 12/10/51(a)		140		92,506
DH Europe Finance II Sarl
2.20%, 11/15/24(a)		171		162,930
2.60%, 11/15/29(a)		79		69,206
3.25%, 11/15/39(a)		71		56,599
3.40%, 11/15/49		117		88,352
GE HealthCare Technologies, Inc.
5.55%, 11/15/24(d)		175		175,630
5.60%, 11/15/25		150		150,924
5.65%, 11/15/27		200		202,340
6.38%, 11/22/52		100		106,211
Koninklijke Philips NV, 5.00%, 03/15/42(a)		87		75,827
Medtronic, Inc., 4.38%, 03/15/35(a)		62		58,601
MidMichigan Health, Series 2020, 3.41%, 06/01/50		47		32,298
PerkinElmer, Inc.
1.90%, 09/15/28(a)		90		74,533
2.25%, 09/15/31		219		171,593
STERIS Irish FinCo UnLtd Co., 2.70%, 03/15/31(a)		216		175,066
Stryker Corp.
3.38%, 05/15/24(a)		341		333,001
3.38%, 11/01/25(a)		100		96,622
3.50%, 03/15/26(a)		87		83,502
4.63%, 03/15/46		214		188,425
2.90%, 06/15/50		87		58,052
Thermo Fisher Scientific, Inc.
4.80%, 11/21/27		65		65,211
1.75%, 10/15/28(a)		67		56,742
2.60%, 10/01/29(a)		168		148,006
2.00%, 10/15/31(a)		87		70,459
4.95%, 11/21/32(a)		95		96,339

Security	Par (000)		Value
Health Care Equipment & Supplies (continued)
Thermo Fisher Scientific, Inc. (continued)
2.80%, 10/15/41	$	243	$	178,837
4.10%, 08/15/47		87		75,671
Zimmer Biomet Holdings, Inc.
2.60%, 11/24/31(a)		189		153,113
4.45%, 08/15/45		87		68,410
				6,343,744
Health Care Providers & Services — 0.8%
AdventHealth Obligated Group, Series E, 2.80%, 11/15/51(a)		73		46,321
Adventist Health System, 3.63%, 03/01/49		70		49,573
Advocate Health & Hospitals Corp.
4.27%, 08/15/48		80		67,918
3.39%, 10/15/49		79		56,762
Aetna, Inc.
3.50%, 11/15/24(a)		81		78,681
6.75%, 12/15/37		75		80,445
4.50%, 05/15/42(a)		87		75,040
4.75%, 03/15/44(a)		76		66,924
AHS Hospital Corp., Series 2021, 2.78%, 07/01/51(a)		82		51,196
Allina Health System, Series 2021, 2.90%, 11/15/51(a)		70		44,533
AmerisourceBergen Corp.(a)
3.45%, 12/15/27		130		121,460
2.80%, 05/15/30		71		60,221
2.70%, 03/15/31		87		72,214
4.25%, 03/01/45		87		71,384
Ascension Health
3.95%, 11/15/46(a)		157		129,730
Series B, 2.53%, 11/15/29		53		45,427
Series B, 3.11%, 11/15/39		52		39,946
Banner Health
2.91%, 01/01/42(a)		76		55,144
2.91%, 01/01/51		78		51,362
Series 2020, 3.18%, 01/01/50		63		44,031
Baptist Healthcare System Obligated Group, Series 20B, 3.54%, 08/15/50(a)		65		46,654
BayCare Health System, Inc., Series 2020, 3.83%, 11/15/50		72		57,175
Baylor Scott & White Holdings(a)
Series 2021, 1.78%, 11/15/30		63		48,658
Series 2021, 2.84%, 11/15/50		203		132,302
Beth Israel Lahey Health, Inc., Series L, 3.08%, 07/01/51		86		53,010
BHSH System Obligated Group, Series 19A, 3.49%, 07/15/49		85		62,855
Bon Secours Mercy Health, Inc.
3.46%, 06/01/30(a)		70		62,562
Series 2018, 4.30%, 07/01/28(a)		64		60,724
Series 20-2, 3.21%, 06/01/50		60		39,982
Cardinal Health, Inc.
3.50%, 11/15/24(a)		87		84,445
3.75%, 09/15/25(a)		87		84,178
4.60%, 03/15/43(a)		50		41,072
4.37%, 06/15/47		87		68,143
Cedars-Sinai Health System, Series 2021, 2.29%, 08/15/31(a)		70		56,139
Centene Corp.
2.45%, 07/15/28		450		379,823

46 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Health Care Providers & Services (continued)
Centene Corp. (continued)
4.63%, 12/15/29	$	700	$	639,685
2.50%, 03/01/31		350		273,866
Children’s Health System of Texas, 2.51%, 08/15/50		71		42,399
Children’s Hospital Corp., Series 2017, 4.12%, 01/01/47(a)		70		59,340
Children’s Hospital of Philadelphia, Series 2020, 2.70%, 07/01/50		51		32,546
CHRISTUS Health, Series C, 4.34%, 07/01/28(a)		55		52,256
CommonSpirit Health
1.55%, 10/01/25(a)		64		57,548
3.35%, 10/01/29		194		168,828
2.78%, 10/01/30		78		64,336
4.19%, 10/01/49		71		55,226
Community Health Network, Inc., Series 20-A, 3.10%, 05/01/50		75		47,104
Cottage Health Obligated Group, Series 2020, 3.30%, 11/01/49(a)		46		32,266
Dartmouth-Hitchcock Health, Series B, 4.18%, 08/01/48		74		57,743
Dignity Health, 5.27%, 11/01/64(a)		74		63,734
Duke University Health System, Inc., Series 2017, 3.92%, 06/01/47(a)		61		50,174
Elevance Health, Inc.
3.50%, 08/15/24(a)		87		84,861
2.38%, 01/15/25(a)		57		54,108
1.50%, 03/15/26(a)		170		152,793
3.65%, 12/01/27(a)		171		161,237
2.25%, 05/15/30		136		112,505
2.55%, 03/15/31		121		101,655
4.10%, 05/15/32		61		56,740
4.63%, 05/15/42(a)		50		45,465
5.10%, 01/15/44		155		146,076
4.65%, 08/15/44		62		55,356
4.38%, 12/01/47(a)		171		146,083
4.55%, 03/01/48(a)		130		113,477
3.13%, 05/15/50(a)		146		100,073
3.60%, 03/15/51(a)		170		127,074
4.55%, 05/15/52		61		52,989
Hackensack Meridian Health, Inc.(a)
Series 2020, 2.68%, 09/01/41		69		47,981
Series 2020, 2.88%, 09/01/50		136		87,911
Hartford HealthCare Corp., 3.45%, 07/01/54		62		43,294
HCA, Inc.
5.25%, 04/15/25		171		170,004
5.25%, 06/15/26		171		168,936
5.38%, 09/01/26		200		197,775
3.13%, 03/15/27(a)(d)		78		70,916
5.88%, 02/01/29(a)		250		249,219
4.13%, 06/15/29(a)		130		118,676
3.50%, 09/01/30(a)		200		172,495
2.38%, 07/15/31		171		133,111
3.63%, 03/15/32(d)		100		84,615
5.13%, 06/15/39(a)		171		153,008
5.50%, 06/15/47(a)		171		151,869
5.25%, 06/15/49		214		182,266
3.50%, 07/15/51		155		99,443
4.63%, 03/15/52(a)(d)		100		77,830
Hoag Memorial Hospital Presbyterian, 3.80%, 07/15/52		70		54,492

Security	Par (000)		Value
Health Care Providers & Services (continued)
Humana, Inc.
3.85%, 10/01/24(a)	$	87	$	85,247
1.35%, 02/03/27		132		114,127
5.75%, 03/01/28		60		61,262
3.70%, 03/23/29(a)		62		56,763
3.13%, 08/15/29		87		76,260
2.15%, 02/03/32(a)		81		63,207
4.63%, 12/01/42		171		149,167
4.95%, 10/01/44(a)		87		78,554
4.80%, 03/15/47		70		61,438
Indiana University Health, Inc. Obligated Group, Series 2021, 2.85%, 11/01/51		87		55,938
Inova Health System Foundation, 4.07%, 05/15/52		74		61,269
Integris Baptist Medical Center, Inc., Series A, 3.88%, 08/15/50		66		47,699
Johns Hopkins Health System Corp., 3.84%, 05/15/46(a)		62		50,096
Kaiser Foundation Hospitals
3.15%, 05/01/27(a)		87		81,419
4.15%, 05/01/47		191		161,818
Series 2019, 3.27%, 11/01/49		82		59,222
Series 2021, 2.81%, 06/01/41(a)		101		73,181
Series 2021, 3.00%, 06/01/51(a)		116		79,002
Mass General Brigham, Inc.
Series 2017, 3.77%, 07/01/48		85		66,382
Series 2020, 3.19%, 07/01/49		87		59,885
Series 2020, 3.34%, 07/01/60(a)		71		47,180
Mayo Clinic(a)
Series 2016, 4.13%, 11/15/52		75		62,028
Series 2021, 3.20%, 11/15/61		66		43,908
McKesson Corp.(a)
3.80%, 03/15/24		257		252,609
1.30%, 08/15/26		155		136,312
MedStar Health, Inc., Series 20A, 3.63%, 08/15/49(a)		74		53,228
Memorial Health Services, 3.45%, 11/01/49		62		44,977
Memorial Sloan-Kettering Cancer Center(a)
5.00%, 07/01/42		70		68,126
4.13%, 07/01/52		70		58,583
Methodist Hospital, Series 20A, 2.71%, 12/01/50(a)		77		49,106
Montefiore Obligated Group, 4.29%, 09/01/50		64		38,040
Mount Nittany Medical Center Obligated Group, Series 2022, 3.80%, 11/15/52		57		43,078
Mount Sinai Hospitals Group, Inc.(a)
Series 2019, 3.74%, 07/01/49		75		55,334
Series 2020, 3.39%, 07/01/50		66		44,474
Nationwide Children’s Hospital, Inc., 4.56%, 11/01/52(a)		73		64,764
New York and Presbyterian Hospital
2.26%, 08/01/40(a)		87		57,314
4.02%, 08/01/45		53		43,891
2.61%, 08/01/60(a)		87		49,237
Series 2019, 3.95%, 12/31/99		72		49,723
Northwell Healthcare, Inc.
3.98%, 11/01/46		70		53,642
3.81%, 11/01/49		57		40,669
Northwell Healthcare, Inc., RB, 4.26%, 11/01/47(a)		70		55,598
Novant Health, Inc.
2.64%, 11/01/36		72		53,066
3.17%, 11/01/51		76		52,488
3.32%, 11/01/61		76		50,179

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 47

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Health Care Providers & Services (continued)
Ochsner LSU Health System of North Louisiana, Series 2021, 2.51%, 05/15/31(a)	$	70	$	51,347
OhioHealth Corp., 2.83%, 11/15/41(a)		59		41,968
Orlando Health Obligated Group
4.09%, 10/01/48		29		22,820
3.33%, 10/01/50		67		46,361
PeaceHealth Obligated Group
Series 2018, 4.79%, 11/15/48		79		68,321
Series 2020, 1.38%, 11/15/25		24		21,510
Series 2020, 3.22%, 11/15/50		73		47,387
Piedmont Healthcare, Inc.(a)
2.86%, 01/01/52		66		41,161
Series 2042, 2.72%, 01/01/42		58		39,601
Presbyterian Healthcare Services, 4.88%, 08/01/52		60		56,173
Providence St Joseph Health Obligated Group
Series 19A, 2.53%, 10/01/29		82		69,392
Series 21A, 2.70%, 10/01/51		156		92,246
Series A, 3.93%, 10/01/48(a)		77		59,865
Queen’s Health Systems, 4.81%, 07/01/52(a)		67		60,790
Rady Children’s Hospital-San Diego, Series 21A, 3.15%, 08/15/51		63		42,794
RWJ Barnabas Health, Inc., 3.95%, 07/01/46(a)		80		65,353
Seattle Children’s Hospital, Series 2021, 2.72%, 10/01/50(a)		62		39,040
Sentara Healthcare, Series 2021, 2.93%, 11/01/51		71		46,134
Sharp HealthCare, Series 20B, 2.68%, 08/01/50(a)		91		55,598
Stanford Health Care, Series 2018, 3.80%, 11/15/48(a)		64		50,810
Summa Health, 3.51%, 11/15/51		70		47,191
Sutter Health
Series 2018, 4.09%, 08/15/48(a)		80		64,683
Series 20A, 2.29%, 08/15/30		66		53,376
Series 20A, 3.16%, 08/15/40(a)		62		46,331
Series 20A, 3.36%, 08/15/50		59		39,988
Series 20-A, 1.32%, 08/15/25		71		64,462
Texas Health Resources, 2.33%, 11/15/50(a)		58		33,123
Trinity Health Corp.
Series 2019, 3.43%, 12/01/48(a)		73		55,304
Series 2021, 2.63%, 12/01/40		83		57,586
UnitedHealth Group, Inc.
2.38%, 08/15/24(a)		413		397,139
5.00%, 10/15/24(a)		50		50,212
3.75%, 07/15/25(a)		171		167,163
5.15%, 10/15/25(a)		25		25,285
1.25%, 01/15/26(a)		74		67,061
3.10%, 03/15/26(a)		87		82,782
1.15%, 05/15/26(a)		171		152,716
3.45%, 01/15/27(a)		87		82,781
3.38%, 04/15/27(a)		171		161,945
3.85%, 06/15/28(a)		171		163,758
4.00%, 05/15/29(a)		120		114,600
2.88%, 08/15/29		124		110,489
2.00%, 05/15/30(a)		79		65,181
2.30%, 05/15/31(a)		197		164,172
4.63%, 07/15/35(a)		97		94,040
5.80%, 03/15/36(a)		120		126,574
6.88%, 02/15/38(a)		74		86,797
3.50%, 08/15/39(a)		111		90,719
2.75%, 05/15/40		75		54,412

Security	Par (000)		Value
Health Care Providers & Services (continued)
UnitedHealth Group, Inc. (continued)
5.95%, 02/15/41(a)	$	74	$	78,117
3.05%, 05/15/41(a)		216		162,308
4.63%, 11/15/41		104		95,845
3.95%, 10/15/42		53		44,706
4.25%, 03/15/43(a)		87		77,146
4.75%, 07/15/45(a)		107		100,198
4.20%, 01/15/47		130		111,161
4.25%, 04/15/47		171		146,989
3.75%, 10/15/47		87		69,178
4.45%, 12/15/48(a)		171		151,812
3.70%, 08/15/49(a)		257		203,370
2.90%, 05/15/50(a)		221		149,512
3.25%, 05/15/51(a)		87		62,252
5.88%, 02/15/53		270		291,537
3.88%, 08/15/59		171		133,774
6.05%, 02/15/63		210		227,879
WakeMed, Series A, 3.29%, 10/01/52(a)		66		43,496
West Virginia United Health System Obligated Group, Series 2020, 3.13%, 06/01/50(a)		60		38,452
Willis-Knighton Medical Center, Series 2018, 4.81%, 09/01/48(a)		80		70,477
Yale-New Haven Health Services Corp., Series 2020, 2.50%, 07/01/50		64		38,285
				17,201,943
Health Care Services(a) — 0.0%
CommonSpirit Health, 6.46%, 11/01/52		69		73,636
Elevance Health, Inc.
5.35%, 10/15/25		40		40,443
5.50%, 10/15/32		100		102,373
UnitedHealth Group, Inc.
5.25%, 02/15/28		40		40,889
5.35%, 02/15/33		350		361,091
				618,432
Health Care Technology — 0.1%
Catholic Health Services of Long Island Obligated Group, Series 2020, 3.37%, 07/01/50(a)		80		54,595
Humana, Inc., 5.88%, 03/01/33		50		51,615
Laboratory Corp. of America Holdings
3.25%, 09/01/24(a)		171		165,695
2.30%, 12/01/24		171		161,711
3.60%, 02/01/25		75		72,631
1.55%, 06/01/26(a)		90		79,710
3.60%, 09/01/27(a)		87		82,348
2.70%, 06/01/31(a)		189		157,354
4.70%, 02/01/45(a)		79		67,690
Quest Diagnostics, Inc.
4.25%, 04/01/24		87		86,167
3.50%, 03/30/25(a)		65		62,629
4.20%, 06/30/29(a)		87		83,043
2.95%, 06/30/30(a)		75		64,779
2.80%, 06/30/31(a)		71		59,447
4.70%, 03/30/45(a)		87		73,349
Universal Health Services, Inc.(a)
1.65%, 09/01/26		155		132,829
2.65%, 10/15/30		50		39,794
				1,495,386

48 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Hotels, Restaurants & Leisure — 0.2%
Choice Hotels International, Inc., 3.70%, 12/01/29(a)	$	70	$	60,959
GLP Capital LP/GLP Financing II, Inc., 5.25%, 06/01/25(a)		71		69,794
Hyatt Hotels Corp.(a)
4.38%, 09/15/28		76		69,529
6.00%, 04/23/30		87		85,106
Marriott International, Inc.
5.00%, 10/15/27(a)		55		54,270
Series EE, 5.75%, 05/01/25(a)		106		106,914
Series FF, 4.63%, 06/15/30(a)		171		159,562
Series GG, 3.50%, 10/15/32		171		142,249
Series R, 3.13%, 06/15/26(a)		171		160,079
Series X, 4.00%, 04/15/28(a)		171		158,805
McDonald’s Corp.
3.25%, 06/10/24(a)		71		69,457
3.38%, 05/26/25(a)		87		84,157
3.30%, 07/01/25(a)		60		58,038
3.70%, 01/30/26(a)		171		166,254
3.50%, 03/01/27(a)		171		162,803
3.50%, 07/01/27		240		227,656
3.80%, 04/01/28(a)		171		163,624
4.70%, 12/09/35		79		75,551
6.30%, 03/01/38(a)		171		186,194
3.70%, 02/15/42		74		58,960
4.60%, 05/26/45(a)		171		152,557
4.88%, 12/09/45		171		158,029
4.45%, 03/01/47		87		75,416
3.63%, 09/01/49(a)		151		113,588
4.20%, 04/01/50(a)		88		73,215
Starbucks Corp.
3.80%, 08/15/25(a)		171		167,163
4.00%, 11/15/28(a)		87		82,819
3.55%, 08/15/29(a)		214		197,191
2.55%, 11/15/30(a)		140		117,709
3.00%, 02/14/32(a)		132		112,545
3.75%, 12/01/47(a)		171		129,768
3.35%, 03/12/50(a)		171		120,611
3.50%, 11/15/50		140		101,011
				3,921,583
Household Durables — 0.1%
DR Horton, Inc.
2.50%, 10/15/24		75		71,416
1.30%, 10/15/26(a)		174		149,633
1.40%, 10/15/27(a)		171		142,739
Leggett & Platt, Inc.
3.80%, 11/15/24(a)		70		67,989
4.40%, 03/15/29		171		160,494
3.50%, 11/15/51(a)		105		73,451
Lennar Corp.
4.75%, 05/30/25		41		40,738
4.75%, 11/29/27		141		135,926
MDC Holdings, Inc.
2.50%, 01/15/31		70		50,483
6.00%, 01/15/43		71		57,683
PulteGroup, Inc., 7.88%, 06/15/32(a)		171		190,032
Toll Brothers Finance Corp.
4.88%, 11/15/25(a)		74		72,318
4.88%, 03/15/27		75		71,613

Security	Par (000)		Value
Household Durables (continued)
Toll Brothers Finance Corp. (continued)
4.35%, 02/15/28(a)	$	75	$	68,142
Whirlpool Corp.
2.40%, 05/15/31		86		68,117
4.70%, 05/14/32(a)		70		65,965
4.50%, 06/01/46(a)		87		67,051
				1,553,790
Household Products — 0.0%
Church & Dwight Co., Inc.
2.30%, 12/15/31		171		136,992
5.60%, 11/15/32(a)		340		351,682
				488,674
Industrial Conglomerates — 0.0%
Pentair Finance SARL, 5.90%, 07/15/32(a)		100		98,007
Insurance — 0.7%
Aflac, Inc.(a)
1.13%, 03/15/26		171		151,501
2.88%, 10/15/26		130		121,020
4.75%, 01/15/49		87		77,171
Alleghany Corp.(a)
3.63%, 05/15/30		121		112,220
3.25%, 08/15/51		171		120,312
Allstate Corp.
3.28%, 12/15/26(a)		130		123,425
5.55%, 05/09/35(a)		160		163,228
4.50%, 06/15/43(a)		53		47,277
3.85%, 08/10/49		71		54,926
American Financial Group, Inc., 4.50%, 06/15/47		130		102,841
American International Group, Inc.
4.13%, 02/15/24(a)		66		65,293
2.50%, 06/30/25(a)		114		107,320
3.90%, 04/01/26(a)		120		116,239
4.80%, 07/10/45(a)		130		116,685
4.75%, 04/01/48		171		152,485
4.38%, 06/30/50(a)		87		73,589
Aon Corp.
4.50%, 12/15/28		171		164,932
3.75%, 05/02/29(a)		171		157,738
Aon Corp./Aon Global Holdings PLC
2.85%, 05/28/27(a)		55		50,520
2.05%, 08/23/31		87		68,789
2.60%, 12/02/31		59		48,156
5.00%, 09/12/32(a)		270		266,992
3.90%, 02/28/52(a)		81		62,509
Aon Global Ltd.
3.50%, 06/14/24(a)		171		166,894
3.88%, 12/15/25		104		101,393
4.60%, 06/14/44		87		74,278
4.75%, 05/15/45		87		75,361
Arch Capital Finance LLC, 4.01%, 12/15/26(a)		171		163,062
Arch Capital Group U.S., Inc., 5.14%, 11/01/43		66		59,044
Arthur J Gallagher & Co.
2.40%, 11/09/31(a)		87		68,243
3.50%, 05/20/51		87		60,701
Assured Guaranty U.S. Holdings, Inc., 5.00%, 07/01/24(a)		82		81,868
Athene Holding Ltd.
6.15%, 04/03/30(a)		100		100,888

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 49

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Insurance (continued)
Athene Holding Ltd. (continued)
6.65%, 02/01/33	$	100	$	98,888
3.95%, 05/25/51		66		44,534
Berkshire Hathaway Finance Corp.
2.30%, 03/15/27(a)		133		122,784
1.85%, 03/12/30		87		72,954
1.45%, 10/15/30(a)		155		123,276
4.40%, 05/15/42(a)		74		67,490
4.30%, 05/15/43		87		77,991
4.25%, 01/15/49(a)		171		152,225
2.85%, 10/15/50(a)		171		114,208
2.50%, 01/15/51(a)		132		82,501
3.85%, 03/15/52(a)		400		318,819
Berkshire Hathaway, Inc., 3.13%, 03/15/26		240		229,983
Brighthouse Financial, Inc.
5.63%, 05/15/30(a)		71		67,526
4.70%, 06/22/47		103		75,345
Brown & Brown, Inc.
2.38%, 03/15/31(a)		171		130,103
4.95%, 03/17/52		65		52,762
Chubb Corp.
6.00%, 05/11/37(a)		50		52,905
Series 1, 6.50%, 05/15/38		74		82,341
Chubb INA Holdings, Inc.
3.35%, 05/15/24(a)		87		85,148
3.15%, 03/15/25		171		165,118
3.35%, 05/03/26(a)		138		132,102
1.38%, 09/15/30		346		268,582
4.15%, 03/13/43(a)		53		44,686
2.85%, 12/15/51		87		57,491
3.05%, 12/15/61		59		38,230
CNA Financial Corp.
4.50%, 03/01/26(a)		62		60,944
3.90%, 05/01/29		87		79,189
Corebridge Financial, Inc.(d)
3.50%, 04/04/25(a)		75		71,901
3.65%, 04/05/27(a)		75		69,914
3.85%, 04/05/29		75		68,311
3.90%, 04/05/32(a)		75		65,503
4.35%, 04/05/42		75		61,526
4.40%, 04/05/52(a)		75		59,444
Enstar Group Ltd., 3.10%, 09/01/31		124		90,549
Equitable Holdings, Inc.
4.35%, 04/20/28(a)		171		162,923
5.00%, 04/20/48		130		113,825
Everest Reinsurance Holdings, Inc.(a)
3.50%, 10/15/50		87		58,886
3.13%, 10/15/52		155		96,749
Fairfax Financial Holdings Ltd., 4.63%, 04/29/30(a)		171		155,118
Fidelity National Financial, Inc.
3.40%, 06/15/30(a)		87		73,435
3.20%, 09/17/51		58		33,687
First American Financial Corp.
4.60%, 11/15/24		70		68,846
2.40%, 08/15/31(a)		78		56,997
Globe Life, Inc., 2.15%, 08/15/30(a)		40		31,672
Hanover Insurance Group, Inc.
4.50%, 04/15/26		104		101,756
2.50%, 09/01/30		87		66,835
Hartford Financial Services Group, Inc.
2.80%, 08/19/29(a)		87		74,479

Security	Par (000)		Value
Insurance (continued)
Hartford Financial Services Group, Inc. (continued)
6.10%, 10/01/41	$	74	$	74,692
2.90%, 09/15/51		71		44,629
Jackson Financial, Inc., 3.13%, 11/23/31		171		131,068
Kemper Corp., 3.80%, 02/23/32(a)		74		61,840
Lincoln National Corp.
3.35%, 03/09/25(a)		65		62,480
3.80%, 03/01/28(a)		257		237,118
6.30%, 10/09/37(a)		87		85,040
4.35%, 03/01/48		70		52,579
4.38%, 06/15/50(a)		87		64,754
Loews Corp.(a)
3.75%, 04/01/26		87		83,980
3.20%, 05/15/30		114		100,535
Manulife Financial Corp.
4.15%, 03/04/26(a)		87		84,722
2.48%, 05/19/27(a)		171		153,469
3.70%, 03/16/32(a)		67		59,710
5.38%, 03/04/46		71		68,153
(5 year USD ICE Swap + 1.65%), 4.06%, 02/24/32(a)(b)		87		79,216
Markel Corp.
3.35%, 09/17/29		82		71,220
4.30%, 11/01/47(a)		130		101,591
4.15%, 09/17/50		87		65,600
3.45%, 05/07/52		75		50,537
Marsh & McLennan Cos., Inc.
3.88%, 03/15/24(a)		87		85,793
3.50%, 06/03/24(a)		171		167,308
3.50%, 03/10/25		87		84,445
3.75%, 03/14/26(a)		171		165,839
4.38%, 03/15/29(a)		171		165,167
2.25%, 11/15/30(a)		59		48,302
2.38%, 12/15/31		65		52,491
5.75%, 11/01/32		50		52,287
4.35%, 01/30/47		87		73,000
4.20%, 03/01/48		87		71,652
4.90%, 03/15/49(a)		171		157,172
2.90%, 12/15/51(a)		52		33,321
6.25%, 11/01/52		25		27,723
MetLife, Inc.
3.00%, 03/01/25(a)		283		271,724
4.55%, 03/23/30(a)		171		168,086
6.38%, 06/15/34(a)		307		340,842
5.88%, 02/06/41		100		102,710
4.13%, 08/13/42(a)		75		63,502
4.05%, 03/01/45(a)		87		72,699
4.60%, 05/13/46(a)		200		179,700
5.00%, 07/15/52(a)		60		57,117
Old Republic International Corp.
4.88%, 10/01/24(a)		87		86,486
3.85%, 06/11/51		70		48,010
Primerica, Inc., 2.80%, 11/19/31(a)		74		60,232
Principal Financial Group, Inc.
3.40%, 05/15/25		87		84,203
3.10%, 11/15/26		171		159,717
3.70%, 05/15/29(a)		100		92,656
4.63%, 09/15/42		50		42,054
4.30%, 11/15/46(a)		87		69,806
Progressive Corp.
2.45%, 01/15/27(a)		87		79,648

50 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Insurance (continued)
Progressive Corp. (continued)
2.50%, 03/15/27(a)	$	66	$	60,761
4.00%, 03/01/29(a)		75		71,967
3.00%, 03/15/32(a)		145		125,900
4.35%, 04/25/44		74		63,263
3.70%, 01/26/45		70		54,151
4.13%, 04/15/47(a)		87		72,831
4.20%, 03/15/48		87		72,916
3.70%, 03/15/52(a)		60		46,003
Prudential Financial, Inc.
1.50%, 03/10/26(a)		171		153,965
3.88%, 03/27/28(a)		120		115,063
3.00%, 03/10/40(a)		171		127,210
4.60%, 05/15/44(a)		87		77,310
3.91%, 12/07/47		87		69,280
3.94%, 12/07/49		156		121,489
4.35%, 02/25/50(a)		171		144,790
(3 mo. LIBOR US + 2.67%), 5.70%, 09/15/48(a)(b)		171		163,305
(3 mo. LIBOR US + 3.04%), 5.20%, 03/15/44(b)		62		58,940
(5 year CMT + 3.04%), 3.70%, 10/01/50(a)(b)		71		59,916
(5 year CMT + 3.16%), 5.13%, 03/01/52(a)(b)		107		97,370
Prudential PLC(a)
3.13%, 04/14/30		171		148,428
3.63%, 03/24/32		87		76,794
Reinsurance Group of America, Inc., 3.90%, 05/15/29(a)		82		75,023
Travelers Cos., Inc.
6.75%, 06/20/36(a)		87		97,676
6.25%, 06/15/37		87		93,978
4.60%, 08/01/43		148		131,633
4.30%, 08/25/45		87		73,994
4.00%, 05/30/47		87		70,332
4.10%, 03/04/49		87		70,742
Travelers Property Casualty Corp., 6.38%, 03/15/33		74		81,020
Trinity Acquisition PLC, 4.40%, 03/15/26		87		84,391
Unum Group
4.00%, 06/15/29(a)		71		64,137
5.75%, 08/15/42(a)		87		78,200
4.50%, 12/15/49		37		26,233
4.13%, 06/15/51		75		51,102
Voya Financial, Inc.
3.65%, 06/15/26		62		58,461
5.70%, 07/15/43(a)		87		80,635
W R Berkley Corp.
4.00%, 05/12/50		87		65,828
3.55%, 03/30/52		87		60,217
Willis North America, Inc.
4.65%, 06/15/27(a)		71		68,581
4.50%, 09/15/28(a)		257		242,166
3.88%, 09/15/49		100		70,947
XLIT Ltd., 5.50%, 03/31/45		87		82,193
				16,563,147
Interactive Media & Services — 0.1%
Alphabet, Inc.
3.38%, 02/25/24(a)		87		87,085
0.45%, 08/15/25(a)		62		55,969
2.00%, 08/15/26(a)		427		392,577
0.80%, 08/15/27(a)		93		79,653

Security	Par (000)		Value
Interactive Media & Services (continued)
Alphabet, Inc. (continued)
1.10%, 08/15/30	$	112	$	87,649
1.90%, 08/15/40(a)		159		105,516
2.05%, 08/15/50(a)		140		81,824
2.25%, 08/15/60(a)		257		144,778
eBay, Inc.
1.90%, 03/11/25		171		160,045
1.40%, 05/10/26		70		62,074
3.60%, 06/05/27(a)		171		161,139
2.70%, 03/11/30(a)		171		145,259
2.60%, 05/10/31(a)		201		164,743
3.65%, 05/10/51(a)		87		62,334
JD.com, Inc., 3.38%, 01/14/30(a)		200		175,214
				1,965,859
Internet & Direct Marketing Retail — 0.4%
Alibaba Group Holding Ltd.
3.60%, 11/28/24(a)		518		500,347
4.50%, 11/28/34		250		221,803
4.20%, 12/06/47		249		188,275
3.15%, 02/09/51		284		176,710
Amazon.com, Inc.
0.45%, 05/12/24		295		277,860
2.80%, 08/22/24(a)		257		249,029
4.70%, 11/29/24		400		400,279
1.00%, 05/12/26		291		257,733
3.30%, 04/13/27		250		237,251
1.20%, 06/03/27		341		295,302
1.65%, 05/12/28		291		249,822
3.45%, 04/13/29		238		222,308
4.65%, 12/01/29		400		397,008
1.50%, 06/03/30		211		169,547
2.10%, 05/12/31		341		278,478
3.60%, 04/13/32(a)		354		323,955
4.70%, 12/01/32		400		395,930
4.80%, 12/05/34		104		103,746
3.88%, 08/22/37		171		151,492
2.88%, 05/12/41		240		179,043
4.95%, 12/05/44(a)		87		85,668
4.05%, 08/22/47(a)		400		342,978
2.50%, 06/03/50(a)		171		107,766
3.95%, 04/13/52(a)		354		293,000
4.25%, 08/22/57(a)		341		292,891
2.70%, 06/03/60		171		102,999
3.25%, 05/12/61		121		82,836
4.10%, 04/13/62(a)		121		99,850
Meta Platforms, Inc.
3.50%, 08/15/27(a)		500		466,000
3.85%, 08/15/32		415		365,174
4.45%, 08/15/52		140		111,251
4.65%, 08/15/62		100		80,233
				7,706,564
Internet Software & Services — 0.1%
Booking Holdings, Inc.(a)
3.60%, 06/01/26		257		245,846
4.63%, 04/13/30		171		165,148
Expedia Group, Inc.(a)
5.00%, 02/15/26		87		85,852
3.80%, 02/15/28		130		119,340
3.25%, 02/15/30		142		120,458

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 51

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Internet Software & Services (continued)
Expedia Group, Inc.(a) (continued)
2.95%, 03/15/31	$	54	$	43,423
VeriSign, Inc.
5.25%, 04/01/25		171		170,553
4.75%, 07/15/27		171		165,055
				1,115,675
IT Services — 0.3%
Broadridge Financial Solutions, Inc.
3.40%, 06/27/26		69		64,586
2.90%, 12/01/29		87		73,616
2.60%, 05/01/31(a)		79		64,320
CGI, Inc.
1.45%, 09/14/26(a)		87		76,940
2.30%, 09/14/31		87		66,059
DXC Technology Co.(a)
1.80%, 09/15/26		104		90,569
2.38%, 09/15/28		71		59,758
Fidelity National Information Services, Inc.
0.60%, 03/01/24(a)		89		84,214
4.50%, 07/15/25(a)		100		98,055
1.15%, 03/01/26(a)		103		90,320
4.70%, 07/15/27(a)		325		317,069
1.65%, 03/01/28(a)		118		97,685
2.25%, 03/01/31(a)		96		75,226
5.10%, 07/15/32		100		96,322
3.10%, 03/01/41(a)		89		61,295
5.63%, 07/15/52(a)		220		201,832
Fiserv, Inc.
2.75%, 07/01/24(a)		362		349,701
2.25%, 06/01/27(a)		307		273,993
4.20%, 10/01/28(a)		171		161,757
3.50%, 07/01/29		281		253,158
2.65%, 06/01/30(a)		164		137,864
4.40%, 07/01/49(a)		153		124,128
Genpact Luxembourg Sarl, 3.38%, 12/01/24		171		163,438
International Business Machines Corp.
3.63%, 02/12/24(a)		268		263,998
3.00%, 05/15/24(a)		341		331,632
3.45%, 02/19/26(a)		250		240,184
3.30%, 05/15/26(a)		257		244,528
1.70%, 05/15/27		289		253,856
4.15%, 07/27/27(a)		100		97,439
3.50%, 05/15/29(a)		381		350,231
1.95%, 05/15/30(a)		121		98,683
2.72%, 02/09/32(a)		180		151,022
4.40%, 07/27/32(a)		100		95,406
5.88%, 11/29/32(a)		87		92,814
2.85%, 05/15/40		345		250,299
4.00%, 06/20/42(a)		148		122,613
4.25%, 05/15/49		330		272,067
2.95%, 05/15/50		116		75,486
Kyndryl Holdings, Inc., 4.10%, 10/15/41		171		102,397
Leidos, Inc., 2.30%, 02/15/31		130		99,587
Verisk Analytics, Inc.
4.00%, 06/15/25(a)		87		84,562

Security	Par (000)		Value
IT Services (continued)
Verisk Analytics, Inc. (continued)
4.13%, 03/15/29	$	87	$	81,443
3.63%, 05/15/50		58		40,028
				6,430,180
Leisure Products — 0.0%
Hasbro, Inc.
3.00%, 11/19/24		87		83,587
3.55%, 11/19/26(a)		75		70,329
3.90%, 11/19/29		75		66,651
6.35%, 03/15/40		87		84,228
5.10%, 05/15/44(a)		60		51,078
				355,873
Life Sciences Tools & Services — 0.0%
Agilent Technologies, Inc.
2.75%, 09/15/29(a)		111		95,712
2.30%, 03/12/31		118		95,149
				190,861
Machinery — 0.3%
Brunswick Corp.
2.40%, 08/18/31		66		48,523
5.10%, 04/01/52		71		51,020
Caterpillar Financial Services Corp.
0.95%, 01/10/24(a)		71		68,491
2.85%, 05/17/24(a)		341		331,508
3.30%, 06/09/24(a)		87		85,024
2.15%, 11/08/24(a)		376		358,726
4.90%, 01/17/25(a)		340		340,897
3.65%, 08/12/25		100		97,556
0.80%, 11/13/25		171		153,379
1.15%, 09/14/26(a)		155		136,802
1.70%, 01/08/27(a)		87		77,956
3.60%, 08/12/27(a)		100		95,421
Caterpillar, Inc.
3.40%, 05/15/24		87		85,314
2.60%, 09/19/29(a)		70		61,571
2.60%, 04/09/30(a)		87		75,635
1.90%, 03/12/31(a)		157		127,418
5.20%, 05/27/41		206		209,462
3.25%, 09/19/49		171		128,863
3.25%, 04/09/50(a)		171		129,338
CNH Industrial Capital LLC
3.95%, 05/23/25		69		66,932
5.45%, 10/14/25(a)		100		100,219
1.88%, 01/15/26(a)		171		155,062
1.45%, 07/15/26(a)		78		68,742
Deere & Co.
2.75%, 04/15/25(a)		171		164,249
3.10%, 04/15/30		87		77,911
3.90%, 06/09/42(a)		96		84,907
2.88%, 09/07/49(a)		68		48,470
Dover Corp.
3.15%, 11/15/25(a)		87		82,836
2.95%, 11/04/29		60		52,219
Flowserve Corp., 2.80%, 01/15/32		70		52,433
Fortive Corp., 3.15%, 06/15/26(a)		87		81,239
IDEX Corp., 2.63%, 06/15/31(a)		67		55,463

52 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Machinery (continued)
John Deere Capital Corp.
3.45%, 01/10/24(a)	$	171	$	168,813
0.45%, 01/17/24(a)		87		83,183
0.45%, 06/07/24(a)		72		67,668
0.63%, 09/10/24(a)		57		53,190
4.55%, 10/11/24(a)		40		39,995
2.05%, 01/09/25(a)		171		162,324
1.25%, 01/10/25(a)		87		81,374
3.40%, 06/06/25(a)		35		33,954
4.05%, 09/08/25(a)		85		83,656
0.70%, 01/15/26(a)		155		137,925
2.25%, 09/14/26(a)		87		80,097
1.30%, 10/13/26		90		79,564
1.70%, 01/11/27(a)		257		229,167
4.15%, 09/15/27(a)		100		98,072
3.05%, 01/06/28(a)		75		70,028
1.50%, 03/06/28(a)		87		74,190
3.35%, 04/18/29(a)		61		56,369
2.80%, 07/18/29(a)		110		97,997
4.85%, 10/11/29(a)		50		50,049
2.45%, 01/09/30(a)		75		64,616
1.45%, 01/15/31(a)		155		121,177
4.35%, 09/15/32(a)		100		97,144
Kennametal, Inc., 2.80%, 03/01/31		55		42,957
nVent Finance SARL, 2.75%, 11/15/31(a)		65		50,010
Otis Worldwide Corp.
2.06%, 04/05/25		90		84,206
2.57%, 02/15/30(a)		171		143,674
3.11%, 02/15/40(a)		171		124,709
3.36%, 02/15/50		69		48,260
Snap-on, Inc., 3.10%, 05/01/50(a)		171		121,889
Stanley Black & Decker, Inc.
4.25%, 11/15/28(a)		171		164,153
2.30%, 03/15/30(a)		171		140,124
3.00%, 05/15/32(a)		76		64,117
4.85%, 11/15/48(a)		87		75,576
2.75%, 11/15/50		75		45,580
(5 year CMT + 2.66%), 4.00%, 03/15/60(a)(b)		104		88,511
Valmont Industries, Inc., 5.00%, 10/01/44(a)		171		146,906
Westinghouse Air Brake Technologies Corp.
4.40%, 03/15/24(a)		87		85,582
3.20%, 06/15/25		87		81,906
4.95%, 09/15/28(a)		87		83,525
Xylem, Inc., 4.38%, 11/01/46		87		71,980
				7,447,803
Media — 0.9%
Bell Telephone Co. of Canada or Bell Canada
4.30%, 07/29/49		67		54,359
3.65%, 08/15/52(a)		67		48,745
Series US-5, 2.15%, 02/15/32		87		68,045
Series US-6, 3.20%, 02/15/52		86		57,561
Charter Communications Operating LLC/Charter Communications Operating Capital
4.50%, 02/01/24(a)		341		336,973
4.91%, 07/23/25(a)		330		323,433
3.75%, 02/15/28(a)		87		78,449
2.25%, 01/15/29		86		69,219
5.05%, 03/30/29(a)		171		160,883
2.80%, 04/01/31		141		109,770
4.40%, 04/01/33(a)		100		85,566

Security	Par (000)		Value
Media (continued)
Charter Communications Operating LLC/Charter Communications Operating Capital (continued)
6.38%, 10/23/35(a)	$	87	$	84,806
5.38%, 04/01/38(a)		171		142,366
3.50%, 06/01/41(a)		171		111,423
3.50%, 03/01/42		87		55,746
6.48%, 10/23/45(a)		257		231,756
5.38%, 05/01/47(a)		257		201,602
5.75%, 04/01/48		120		98,243
5.13%, 07/01/49		171		129,304
4.80%, 03/01/50(a)		324		235,208
3.70%, 04/01/51(a)		104		63,239
3.90%, 06/01/52(a)		275		172,652
5.25%, 04/01/53(a)		238		183,699
6.83%, 10/23/55		87		80,261
3.85%, 04/01/61		253		146,325
4.40%, 12/01/61		121		77,400
3.95%, 06/30/62(a)		100		58,990
Comcast Corp.
3.70%, 04/15/24(a)		171		168,393
3.95%, 10/15/25(a)		214		209,573
3.15%, 03/01/26(a)		300		285,560
2.35%, 01/15/27(a)		148		134,472
3.30%, 02/01/27		171		161,142
3.30%, 04/01/27		341		321,350
5.35%, 11/15/27(a)		90		91,915
3.15%, 02/15/28(a)		214		197,569
3.55%, 05/01/28(a)		171		160,579
4.15%, 10/15/28		379		363,441
2.65%, 02/01/30		163		141,014
3.40%, 04/01/30(a)		182		165,955
4.25%, 10/15/30(a)		171		163,587
1.95%, 01/15/31		146		118,009
1.50%, 02/15/31(a)		281		218,787
5.50%, 11/15/32(a)		100		104,269
4.25%, 01/15/33		112		105,566
4.20%, 08/15/34		382		352,665
4.40%, 08/15/35(a)		87		80,973
3.20%, 07/15/36(a)		87		70,526
3.90%, 03/01/38(a)		87		74,974
4.60%, 10/15/38(a)		130		120,099
3.25%, 11/01/39		171		133,215
3.75%, 04/01/40(a)		171		141,028
4.65%, 07/15/42(a)		100		90,286
4.75%, 03/01/44(a)		67		60,936
3.40%, 07/15/46		87		63,718
4.00%, 08/15/47		87		69,478
3.97%, 11/01/47(a)		257		205,312
4.00%, 03/01/48		87		69,758
4.70%, 10/15/48(a)		214		191,144
4.00%, 11/01/49		216		170,445
2.80%, 01/15/51		149		94,035
2.89%, 11/01/51(a)		505		324,334
2.45%, 08/15/52(a)		291		169,543
2.94%, 11/01/56(a)		507		313,542
4.95%, 10/15/58(a)		171		154,750
2.99%, 11/01/63(a)		301		182,002
Discovery Communications LLC
3.90%, 11/15/24		87		84,197
3.45%, 03/15/25(a)		171		162,202
4.90%, 03/11/26		58		56,244

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 53

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Media (continued)
Discovery Communications LLC (continued)
3.95%, 03/20/28(a)	$	108	$	95,859
5.00%, 09/20/37		87		70,134
5.20%, 09/20/47(a)		146		108,452
5.30%, 05/15/49(a)		87		65,780
4.65%, 05/15/50(a)		171		117,600
4.00%, 09/15/55(a)		263		158,029
FactSet Research Systems, Inc.(a)
2.90%, 03/01/27		75		68,082
3.45%, 03/01/32		70		58,688
Fox Corp.
4.03%, 01/25/24		171		169,017
4.71%, 01/25/29(a)		171		165,233
3.50%, 04/08/30(a)		200		177,199
5.58%, 01/25/49		171		152,565
Grupo Televisa SAB(a)
6.63%, 01/15/40		87		89,436
5.00%, 05/13/45		200		171,475
NBCUniversal Media LLC
5.95%, 04/01/41		109		113,494
4.45%, 01/15/43(a)		72		63,300
Paramount Global
4.00%, 01/15/26(a)		257		246,429
3.38%, 02/15/28(a)		87		77,207
3.70%, 06/01/28(a)		87		77,583
4.95%, 01/15/31(a)		171		151,971
4.20%, 05/19/32(a)		171		139,958
6.88%, 04/30/36(a)		87		84,466
4.85%, 07/01/42		82		60,661
4.38%, 03/15/43		184		126,703
5.85%, 09/01/43		189		156,943
4.95%, 05/19/50(a)		171		124,389
TCI Communications, Inc., 7.88%, 02/15/26		87		94,179
TELUS Corp.
3.40%, 05/13/32		90		76,842
4.60%, 11/16/48		70		59,199
4.30%, 06/15/49(a)		87		71,117
Thomson Reuters Corp.
3.35%, 05/15/26(a)		74		70,004
5.65%, 11/23/43		171		156,991
Time Warner Cable Enterprises LLC, 8.38%, 07/15/33(a)		87		96,644
Time Warner Cable LLC
6.55%, 05/01/37		112		106,631
6.75%, 06/15/39(a)		199		188,454
5.88%, 11/15/40		87		75,797
5.50%, 09/01/41(a)		300		248,962
4.50%, 09/15/42		87		63,693
TWDC Enterprises 18 Corp.
3.15%, 09/17/25(a)		58		55,570
3.00%, 02/13/26(a)		70		66,284
1.85%, 07/30/26(a)		171		154,530
2.95%, 06/15/27(a)		130		121,078
4.13%, 06/01/44(a)		87		74,484
3.00%, 07/30/46		75		52,368
Series E, 4.13%, 12/01/41		87		74,607
Walt Disney Co.
1.75%, 08/30/24(a)		427		407,094
3.70%, 09/15/24		87		85,110
3.35%, 03/24/25(a)		223		215,995

Security	Par (000)		Value
Media (continued)
Walt Disney Co. (continued)
3.70%, 10/15/25(a)	$	144	$	139,921
1.75%, 01/13/26(a)		104		95,188
3.38%, 11/15/26		257		243,123
2.20%, 01/13/28(a)		171		152,156
2.00%, 09/01/29		87		72,932
3.80%, 03/22/30(a)		171		159,376
2.65%, 01/13/31(a)		144		122,913
6.20%, 12/15/34(a)		62		67,392
6.40%, 12/15/35(a)		131		143,305
6.65%, 11/15/37(a)		214		242,354
4.63%, 03/23/40(a)		171		159,753
3.50%, 05/13/40(a)		275		221,377
4.75%, 09/15/44(a)		87		80,251
4.95%, 10/15/45		15		14,063
2.75%, 09/01/49(a)		171		113,099
4.70%, 03/23/50(a)		223		204,704
3.60%, 01/13/51(a)		190		144,673
3.80%, 05/13/60		71		54,083
Warnermedia Holdings, Inc.(d)
3.43%, 03/15/24(a)		231		224,247
3.64%, 03/15/25		507		482,138
4.05%, 03/15/29(a)		168		145,341
4.28%, 03/15/32(a)		453		373,165
5.05%, 03/15/42(a)		400		306,033
5.14%, 03/15/52(a)		786		571,396
5.39%, 03/15/62		100		73,001
WPP Finance 2010, 3.75%, 09/19/24		87		84,248
				20,409,128
Metals & Mining — 0.2%
AngloGold Ashanti Holdings PLC, 3.75%, 10/01/30(a)		200		173,538
ArcelorMittal SA
4.55%, 03/11/26(a)		87		84,017
6.55%, 11/29/27		50		50,235
4.25%, 07/16/29(a)		75		67,187
6.80%, 11/29/32		50		49,717
7.00%, 10/15/39(a)		79		80,172
Barrick North America Finance LLC
5.70%, 05/30/41(a)		87		87,378
5.75%, 05/01/43		87		87,853
Barrick PD Australia Finance Pty. Ltd., 5.95%, 10/15/39		87		88,735
BHP Billiton Finance USA Ltd., 4.13%, 02/24/42		87		75,597
Freeport-McMoRan, Inc.
4.55%, 11/14/24		87		85,719
5.00%, 09/01/27(a)		71		69,455
4.13%, 03/01/28(a)		87		80,475
4.38%, 08/01/28(a)		71		66,269
5.25%, 09/01/29		71		68,501
4.25%, 03/01/30(a)		71		64,462
4.63%, 08/01/30(a)		103		95,934
5.40%, 11/14/34		87		82,161
5.45%, 03/15/43(a)		156		140,718
Newmont Corp.
2.80%, 10/01/29		185		157,275
2.25%, 10/01/30(a)		87		69,925
5.88%, 04/01/35		87		87,965
4.88%, 03/15/42(a)		223		202,556

54 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Metals & Mining (continued)
Nucor Corp.
3.95%, 05/23/25(a)	$	75	$	73,378
4.30%, 05/23/27(a)		79		77,066
3.95%, 05/01/28		171		161,539
2.70%, 06/01/30(a)		171		145,009
2.98%, 12/15/55(a)		87		53,816
Precision Castparts Corp., 4.38%, 06/15/45(a)		87		75,659
Rio Tinto Finance USA Ltd.(a)
7.13%, 07/15/28		171		188,265
5.20%, 11/02/40		62		61,799
2.75%, 11/02/51		216		142,881
Rio Tinto Finance USA PLC
4.75%, 03/22/42		62		57,821
4.13%, 08/21/42(a)		87		74,910
Southern Copper Corp.
3.88%, 04/23/25		130		125,393
6.75%, 04/16/40(a)		80		89,190
5.88%, 04/23/45(a)		277		282,852
Steel Dynamics, Inc.
2.80%, 12/15/24		30		28,497
2.40%, 06/15/25		45		42,196
1.65%, 10/15/27(a)		87		72,893
3.45%, 04/15/30		90		79,135
3.25%, 01/15/31		72		61,448
3.25%, 10/15/50(a)		44		28,526
Teck Resources Ltd.
6.13%, 10/01/35(a)		70		69,164
6.25%, 07/15/41		70		68,631
Timken Co.
4.50%, 12/15/28		87		82,719
4.13%, 04/01/32		75		66,744
Vale Overseas Ltd.
6.25%, 08/10/26(a)		171		176,483
3.75%, 07/08/30(a)		171		149,390
6.88%, 11/10/39		100		105,144
Vale SA, 5.63%, 09/11/42(a)		171		161,574
				4,917,966
Mortgage Real Estate Investment Trusts (REITs) — 0.0%
Prologis LP
3.25%, 06/30/26(a)		87		82,550
2.88%, 11/15/29		93		80,916
1.75%, 07/01/30		82		64,585
1.75%, 02/01/31		64		50,380
				278,431
Multiline Retail — 0.0%
Kohl’s Corp., 5.55%, 07/17/45		74		46,620
O’Reilly Automotive, Inc.
4.35%, 06/01/28(a)		171		165,992
3.90%, 06/01/29		171		159,197
1.75%, 03/15/31(a)		78		60,529
4.70%, 06/15/32(a)		100		96,657
TJX Cos., Inc.
2.25%, 09/15/26		257		234,890
4.50%, 04/15/50(a)		87		77,359
Tractor Supply Co., 1.75%, 11/01/30		69		52,981
				894,225
Multi-Utilities — 0.2%
Ameren Illinois Co., 5.90%, 12/01/52(a)		50		54,293

Security	Par (000)		Value
Multi-Utilities (continued)
Arizona Public Service Co., 6.35%, 12/15/32	$	100	$	105,165
Atmos Energy Corp.
2.63%, 09/15/29		74		64,191
1.50%, 01/15/31(a)		171		133,182
4.15%, 01/15/43		74		62,246
4.30%, 10/01/48		87		73,125
4.13%, 03/15/49		107		87,505
3.38%, 09/15/49(a)		110		79,841
5.75%, 10/15/52(a)		50		52,191
CenterPoint Energy Resources Corp.
1.75%, 10/01/30		91		71,742
4.40%, 07/01/32(a)		100		95,873
5.85%, 01/15/41		87		87,243
Consolidated Edison Co. of New York, Inc., 6.15%, 11/15/52(a)		200		214,108
Dominion Energy, Inc., 5.38%, 11/15/32(a)		50		49,559
Duke Energy Corp.
5.00%, 12/08/25		65		64,859
5.00%, 12/08/27		170		169,037
Eastern Energy Gas Holdings LLC
3.60%, 12/15/24		59		56,976
Series A, 2.50%, 11/15/24		87		82,873
Edison International, 6.95%, 11/15/29		45		46,993
Exelon Corp.
Series WI, 2.75%, 03/15/27		53		48,605
Series WI, 4.10%, 03/15/52		86		68,719
National Fuel Gas Co., 2.95%, 03/01/31		87		68,178
National Rural Utilities Cooperative Finance Corp., 4.80%, 03/15/28(a)		100		99,144
NiSource, Inc.
0.95%, 08/15/25(a)		149		134,323
3.49%, 05/15/27(a)		171		161,065
1.70%, 02/15/31		79		60,224
5.95%, 06/15/41(a)		56		56,609
5.25%, 02/15/43(a)		75		70,937
4.80%, 02/15/44		87		76,447
5.65%, 02/01/45		87		84,886
4.38%, 05/15/47(a)		87		72,744
3.95%, 03/30/48		87		67,484
5.00%, 06/15/52(a)		50		45,467
ONE Gas, Inc., 4.66%, 02/01/44(a)		87		74,933
PacifiCorp., 5.35%, 12/01/53		100		98,970
Piedmont Natural Gas Co., Inc.
2.50%, 03/15/31(a)		87		70,957
3.35%, 06/01/50		71		47,493
Public Service Electric and Gas Co., 4.90%, 12/15/32		100		100,179
Southern California Edison Co., 5.95%, 11/01/32(a)		40		42,264
Southern California Gas Co.
2.95%, 04/15/27		110		101,436
Series TT, 2.60%, 06/15/26		214		198,341
Series UU, 4.13%, 06/01/48		87		69,765
Series XX, 2.55%, 02/01/30(a)		171		145,519
Southern Co. Gas Capital Corp.
3.95%, 10/01/46		130		97,421
Series 20-A, 1.75%, 01/15/31		87		66,668
Southwest Gas Corp.
5.80%, 12/01/27		100		101,274
2.20%, 06/15/30		171		133,744

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 55

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Multi-Utilities (continued)
Southwest Gas Corp. (continued)
4.05%, 03/15/32(a)	$	75	$	65,855
Washington Gas Light Co., 3.65%, 09/15/49		87		63,098
Wisconsin Public Service Corp., 5.35%, 11/10/25(a)		150		151,656
				4,395,407
Offshore Drilling & Other Services — 0.1%
Applied Materials, Inc.
3.90%, 10/01/25(a)		57		55,729
3.30%, 04/01/27(a)		171		162,371
1.75%, 06/01/30		72		58,713
5.85%, 06/15/41(a)		75		81,548
4.35%, 04/01/47(a)		130		116,893
2.75%, 06/01/50(a)		87		59,260
KLA Corp.
4.65%, 11/01/24(a)		23		22,930
4.10%, 03/15/29(a)		87		83,942
4.65%, 07/15/32(a)		50		48,975
3.30%, 03/01/50		184		133,242
4.95%, 07/15/52(a)		90		83,588
5.25%, 07/15/62		75		72,021
Lam Research Corp.
3.80%, 03/15/25(a)		80		78,288
1.90%, 06/15/30		141		114,887
4.88%, 03/15/49(a)		171		161,893
2.88%, 06/15/50(a)		76		50,784
				1,385,064
Oil, Gas & Consumable Fuels — 1.8%
Boardwalk Pipelines LP, 4.80%, 05/03/29		87		81,870
BP Capital Markets America, Inc.
3.80%, 09/21/25(a)		171		167,899
3.41%, 02/11/26(a)		341		327,371
3.12%, 05/04/26(a)		62		58,769
3.02%, 01/16/27(a)		77		71,692
3.54%, 04/06/27(a)		171		162,511
3.94%, 09/21/28(a)		87		83,077
4.23%, 11/06/28(a)		171		165,675
3.63%, 04/06/30(a)		171		156,934
1.75%, 08/10/30(a)		90		71,748
2.72%, 01/12/32(a)		87		72,511
3.06%, 06/17/41(a)		70		51,816
3.00%, 02/24/50		171		114,052
2.77%, 11/10/50		141		90,017
3.00%, 03/17/52(a)		87		57,348
3.38%, 02/08/61		223		151,561
BP Capital Markets PLC(a)
3.28%, 09/19/27		87		81,803
3.72%, 11/28/28		171		161,557
Canadian Natural Resources Ltd.
3.80%, 04/15/24		214		209,710
3.90%, 02/01/25		87		84,558
3.85%, 06/01/27		87		81,932
2.95%, 07/15/30(a)		87		73,306
6.25%, 03/15/38(a)		75		74,199
4.95%, 06/01/47(a)		100		86,745
Cenovus Energy, Inc.
2.65%, 01/15/32(a)		74		59,081
5.25%, 06/15/37		139		126,624
6.80%, 09/15/37		87		89,228
5.40%, 06/15/47(a)		87		77,816

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
Cenovus Energy, Inc. (continued)
3.75%, 02/15/52(a)	$	66	$	46,345
Cheniere Corpus Christi Holdings LLC
5.13%, 06/30/27		257		253,898
3.70%, 11/15/29		87		78,641
2.74%, 12/31/39(a)		87		67,274
Cheniere Energy Partners LP, 4.00%, 03/01/31(a)		150		127,704
Chevron Corp.
1.55%, 05/11/25(a)		546		507,921
3.33%, 11/17/25(a)		87		84,057
2.95%, 05/16/26(a)		214		202,962
2.00%, 05/11/27		90		80,826
2.24%, 05/11/30(a)		163		139,675
3.08%, 05/11/50(a)		69		49,518
Chevron USA, Inc.(a)
0.69%, 08/12/25		132		119,295
1.02%, 08/12/27		114		97,766
3.85%, 01/15/28		257		248,026
2.34%, 08/12/50		87		53,943
CNOOC Finance 2014 ULC, Series 2014, 4.25%, 04/30/24(a)		605		596,795
CNOOC Finance 2015 USA LLC, Series 2015, 3.50%, 05/05/25(a)		500		480,406
CNOOC Petroleum North America ULC
7.88%, 03/15/32		324		378,634
6.40%, 05/15/37(a)		71		72,322
Columbia Pipeline Group, Inc., 4.50%, 06/01/25(a)		87		85,670
ConocoPhillips Co.
2.40%, 03/07/25		80		76,035
3.76%, 03/15/42(a)		370		306,846
4.30%, 11/15/44		171		147,894
3.80%, 03/15/52(a)		62		48,741
4.03%, 03/15/62(a)		200		157,440
Continental Resources, Inc.(a)
3.80%, 06/01/24		121		117,664
4.38%, 01/15/28		121		110,867
4.90%, 06/01/44		87		64,497
Coterra Energy, Inc., 4.38%, 03/15/29		171		161,551
Devon Energy Corp.
5.85%, 12/15/25		87		88,570
5.88%, 06/15/28(a)		112		113,275
5.60%, 07/15/41		87		81,165
4.75%, 05/15/42		231		195,538
5.00%, 06/15/45(a)		87		75,117
Diamondback Energy, Inc.
3.50%, 12/01/29(a)		171		150,022
3.13%, 03/24/31(a)		65		53,824
6.25%, 03/15/33		30		30,449
4.40%, 03/24/51(a)		87		66,275
4.25%, 03/15/52(a)		104		76,094
6.25%, 03/15/53		100		96,636
Eastern Gas Transmission & Storage, Inc., 3.00%, 11/15/29(a)		171		147,621
Enbridge Energy Partners LP
5.88%, 10/15/25(a)		257		260,981
7.38%, 10/15/45		140		156,376
Enbridge, Inc.
2.15%, 02/16/24		55		53,069
3.50%, 06/10/24(a)		65		63,208
2.50%, 01/15/25(a)		87		82,307

56 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
Enbridge, Inc. (continued)
2.50%, 02/14/25	$	66	$	62,263
1.60%, 10/04/26(a)		79		69,188
4.25%, 12/01/26(a)		171		164,401
3.70%, 07/15/27(a)		171		160,070
3.13%, 11/15/29		130		113,341
2.50%, 08/01/33(a)		171		131,521
4.00%, 11/15/49(a)		96		73,332
Energy Transfer LP
5.88%, 01/15/24(a)		171		171,430
4.90%, 02/01/24		87		86,503
4.25%, 04/01/24		71		69,722
4.05%, 03/15/25		171		165,630
2.90%, 05/15/25		63		59,330
4.75%, 01/15/26		171		166,557
4.20%, 04/15/27		171		161,374
4.00%, 10/01/27		150		139,992
5.55%, 02/15/28		100		99,193
4.95%, 05/15/28(a)		171		164,013
5.25%, 04/15/29		257		248,508
3.75%, 05/15/30(a)		71		62,600
5.75%, 02/15/33		85		83,161
4.90%, 03/15/35		87		77,473
6.50%, 02/01/42(a)		87		85,989
4.95%, 01/15/43		87		69,905
5.15%, 02/01/43		87		71,909
5.95%, 10/01/43(a)		53		48,695
5.30%, 04/01/44		74		62,477
5.00%, 05/15/44(a)		87		70,920
5.35%, 05/15/45		87		73,779
6.13%, 12/15/45		114		105,478
5.30%, 04/15/47(a)		130		108,159
5.40%, 10/01/47(a)		171		144,847
6.25%, 04/15/49		171		159,009
5.00%, 05/15/50(a)		184		147,003
Enterprise Products Operating LLC
3.90%, 02/15/24(a)		66		64,986
3.75%, 02/15/25		306		297,524
3.70%, 02/15/26(a)		334		321,904
3.95%, 02/15/27(a)		191		183,186
4.15%, 10/16/28(a)		171		161,920
3.13%, 07/31/29		199		175,209
2.80%, 01/31/30		149		126,579
5.95%, 02/01/41		53		53,097
4.45%, 02/15/43		142		119,574
4.85%, 03/15/44(a)		121		106,655
4.90%, 05/15/46(a)		189		164,344
4.80%, 02/01/49		171		145,712
4.20%, 01/31/50		192		150,964
3.70%, 01/31/51		75		54,067
3.20%, 02/15/52(a)		121		79,285
3.30%, 02/15/53(a)		204		135,697
(3 mo. LIBOR US + 2.57%), 5.38%, 02/15/78(a)(b)		171		130,397
Series E, (3 mo. LIBOR US + 3.03%), 5.25%, 08/16/77(a)(b)		130		104,563
EOG Resources, Inc.(a)
3.15%, 04/01/25		80		77,201
4.95%, 04/15/50		87		82,775

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
EQT Corp.
6.13%, 02/01/25	$	112	$	112,263
3.90%, 10/01/27(a)		140		129,243
5.00%, 01/15/29(a)		70		65,713
7.00%, 02/01/30(a)		79		81,932
Equinor ASA
2.65%, 01/15/24		257		250,749
3.70%, 03/01/24		87		85,748
3.25%, 11/10/24(a)		87		84,792
2.88%, 04/06/25(a)		341		326,752
3.13%, 04/06/30(a)		171		153,530
2.38%, 05/22/30(a)		171		145,428
5.10%, 08/17/40(a)		189		185,596
4.25%, 11/23/41(a)		75		65,977
3.25%, 11/18/49		130		94,430
3.70%, 04/06/50		171		134,854
Exxon Mobil Corp.
3.18%, 03/15/24(a)		87		85,274
2.02%, 08/16/24(a)		87		83,222
2.71%, 03/06/25(a)		214		204,630
2.99%, 03/19/25(a)		341		328,453
3.04%, 03/01/26		108		103,007
2.28%, 08/16/26(a)		87		80,496
3.29%, 03/19/27(a)		140		134,518
2.44%, 08/16/29(a)		87		76,000
3.48%, 03/19/30(a)		189		176,262
2.61%, 10/15/30(a)		140		122,289
3.00%, 08/16/39		87		66,493
4.23%, 03/19/40		206		185,355
4.11%, 03/01/46		171		145,472
3.10%, 08/16/49(a)		257		183,664
4.33%, 03/19/50(a)		283		247,837
3.45%, 04/15/51		200		150,567
Hess Corp.
7.13%, 03/15/33		171		184,176
5.60%, 02/15/41(a)		96		90,746
5.80%, 04/01/47(a)		171		163,247
HF Sinclair Corp., 5.88%, 04/01/26(a)		87		87,073
Kinder Morgan Energy Partners LP
4.15%, 02/01/24		171		168,688
4.30%, 05/01/24		87		85,839
4.25%, 09/01/24(a)		55		54,060
5.80%, 03/15/35(a)		171		167,034
6.50%, 02/01/37		74		74,560
6.95%, 01/15/38(a)		214		226,416
6.38%, 03/01/41		87		86,056
5.00%, 08/15/42		75		64,195
5.00%, 03/01/43		87		74,311
5.50%, 03/01/44(a)		130		117,553
5.40%, 09/01/44		87		78,170
Kinder Morgan, Inc.
4.30%, 06/01/25		71		69,629
4.30%, 03/01/28(a)		257		246,187
2.00%, 02/15/31(a)		155		119,989
7.75%, 01/15/32(a)		171		192,255
4.80%, 02/01/33		100		92,712
5.30%, 12/01/34(a)		87		81,419
5.55%, 06/01/45(a)		214		195,128
5.20%, 03/01/48		64		55,222
3.60%, 02/15/51(a)		71		48,902

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 57

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
Kinder Morgan, Inc. (continued)
5.45%, 08/01/52(a)	$	100	$	89,758
Magellan Midstream Partners LP
3.25%, 06/01/30		75		65,425
4.25%, 09/15/46		87		65,704
4.20%, 10/03/47		140		104,861
3.95%, 03/01/50(a)		79		57,810
Marathon Oil Corp.(a)
6.60%, 10/01/37		87		86,460
5.20%, 06/01/45		87		74,459
Marathon Petroleum Corp.
3.63%, 09/15/24		60		58,387
4.70%, 05/01/25		171		168,385
3.80%, 04/01/28(a)		171		158,198
4.75%, 09/15/44		87		72,645
4.50%, 04/01/48		100		79,859
MPLX LP
4.88%, 12/01/24(a)		87		86,289
4.88%, 06/01/25(a)		87		85,666
1.75%, 03/01/26		125		111,421
4.13%, 03/01/27		171		161,512
4.00%, 03/15/28(a)		171		159,049
2.65%, 08/15/30		153		123,991
4.95%, 09/01/32(a)		690		647,004
4.50%, 04/15/38		300		252,710
5.20%, 12/01/47		87		74,006
4.70%, 04/15/48(a)		100		78,913
5.50%, 02/15/49		121		106,346
4.95%, 03/14/52(a)		149		121,710
ONEOK Partners LP(a)
4.90%, 03/15/25		87		85,739
6.13%, 02/01/41		75		70,733
ONEOK, Inc.
2.75%, 09/01/24(a)		75		71,800
5.85%, 01/15/26		171		173,048
4.55%, 07/15/28(a)		87		82,111
4.35%, 03/15/29(a)		171		158,037
3.10%, 03/15/30		171		143,300
6.10%, 11/15/32		100		99,995
4.95%, 07/13/47		171		137,728
5.20%, 07/15/48(a)		87		72,469
4.50%, 03/15/50(a)		87		64,782
Ovintiv Exploration, Inc., 5.38%, 01/01/26		99		98,011
Ovintiv, Inc.
8.13%, 09/15/30(a)		70		76,815
7.20%, 11/01/31(a)		80		83,968
7.38%, 11/01/31(a)		87		92,602
6.50%, 08/15/34(a)		87		87,544
6.63%, 08/15/37		75		75,431
Phillips 66
2.15%, 12/15/30(a)		171		136,916
4.65%, 11/15/34(a)		233		217,385
5.88%, 05/01/42(a)		74		75,800
4.88%, 11/15/44(a)		214		195,527
3.30%, 03/15/52		68		46,922
Phillips 66 Co.(d)
3.55%, 10/01/26(a)		87		81,599
3.15%, 12/15/29(a)		65		56,704
4.90%, 10/01/46		87		76,998

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
Pioneer Natural Resources Co., 1.90%, 08/15/30(a)	$	206	$	161,323
Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24(a)		130		125,686
4.50%, 12/15/26		87		83,513
3.55%, 12/15/29		171		148,268
5.15%, 06/01/42		50		40,526
4.70%, 06/15/44		130		98,597
Sabine Pass Liquefaction LLC
5.75%, 05/15/24(a)		345		345,083
5.63%, 03/01/25(a)		171		171,242
5.88%, 06/30/26(a)		171		173,025
5.00%, 03/15/27(a)		171		167,670
4.20%, 03/15/28		171		160,735
4.50%, 05/15/30(a)		141		130,695
5.90%, 09/15/37		60		60,042
Shell International Finance BV
2.00%, 11/07/24(a)		171		162,570
3.25%, 05/11/25(a)		214		207,361
2.88%, 05/10/26		257		242,017
2.50%, 09/12/26(a)		171		158,503
3.88%, 11/13/28(a)		171		164,673
2.38%, 11/07/29(a)		171		147,786
4.13%, 05/11/35(a)		130		120,529
6.38%, 12/15/38(a)		275		302,353
5.50%, 03/25/40		75		76,413
2.88%, 11/26/41(a)		87		63,104
4.55%, 08/12/43		121		109,254
4.00%, 05/10/46(a)		514		419,118
3.75%, 09/12/46		155		121,382
3.13%, 11/07/49(a)		162		113,848
Spectra Energy Partners LP
4.75%, 03/15/24		87		86,412
3.50%, 03/15/25(a)		87		83,623
4.50%, 03/15/45(a)		140		115,565
Suncor Energy, Inc.
6.50%, 06/15/38(a)		257		263,548
6.85%, 06/01/39(a)		87		91,306
4.00%, 11/15/47(a)		171		129,636
3.75%, 03/04/51		79		56,749
Targa Resources Corp.
5.20%, 07/01/27		50		49,007
4.20%, 02/01/33(a)		81		69,689
4.95%, 04/15/52(a)		73		57,751
6.25%, 07/01/52		50		47,188
Targa Resources Partners LP/Targa Resources Partners Finance Corp.
6.50%, 07/15/27(a)		71		71,450
5.00%, 01/15/28(a)		71		67,731
6.88%, 01/15/29(a)		71		71,565
5.50%, 03/01/30		104		97,856
4.88%, 02/01/31		104		93,907
4.00%, 01/15/32(a)		104		87,505
TC PipeLines LP(a)
4.38%, 03/13/25		87		85,111
3.90%, 05/25/27		78		73,483
TotalEnergies Capital International SA
3.75%, 04/10/24		171		168,600
3.46%, 07/12/49		87		65,003
3.13%, 05/29/50		171		120,763

58 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Oil, Gas & Consumable Fuels (continued)
TotalEnergies Capital International SA (continued)
3.39%, 06/29/60(a)	$	171	$	119,025
TransCanada PipeLines Ltd.
1.00%, 10/12/24(a)		67		62,010
4.88%, 01/15/26(a)		148		147,066
4.25%, 05/15/28(a)		130		123,059
4.10%, 04/15/30(a)		257		235,429
2.50%, 10/12/31		87		69,081
4.63%, 03/01/34		130		118,467
5.60%, 03/31/34(a)		87		85,206
6.20%, 10/15/37(a)		70		71,370
4.75%, 05/15/38(a)		64		57,044
7.25%, 08/15/38(a)		87		96,326
7.63%, 01/15/39(a)		87		99,467
5.00%, 10/16/43(a)		133		118,099
4.88%, 05/15/48(a)		130		113,520
Transcontinental Gas Pipe Line Co. LLC
7.85%, 02/01/26		87		92,852
4.00%, 03/15/28(a)		130		121,973
4.45%, 08/01/42(a)		87		73,787
3.95%, 05/15/50		87		66,154
Valero Energy Corp.
2.15%, 09/15/27(a)		191		167,448
4.35%, 06/01/28(a)		131		126,214
6.63%, 06/15/37(a)		75		79,810
4.90%, 03/15/45(a)		87		77,240
3.65%, 12/01/51		75		52,950
4.00%, 06/01/52(a)		51		38,313
Valero Energy Partners LP, 4.50%, 03/15/28(a)		87		84,353
Williams Cos., Inc.
4.30%, 03/04/24		87		85,948
4.55%, 06/24/24		341		337,268
3.90%, 01/15/25(a)		87		84,723
4.00%, 09/15/25(a)		87		84,561
3.75%, 06/15/27(a)		130		122,363
2.60%, 03/15/31(a)		211		170,752
4.65%, 08/15/32		50		46,545
6.30%, 04/15/40		87		88,872
5.40%, 03/04/44		171		155,016
5.10%, 09/15/45(a)		155		135,528
4.85%, 03/01/48(a)		87		73,528
5.30%, 08/15/52(a)		130		116,239
				39,351,576
Personal Products — 0.2%
Colgate-Palmolive Co.
3.25%, 03/15/24(a)		87		85,548
3.10%, 08/15/25		140		135,431
3.10%, 08/15/27		115		108,738
3.25%, 08/15/32(a)		265		239,147
3.70%, 08/01/47(a)		130		110,675
Estee Lauder Cos., Inc.
2.00%, 12/01/24		82		77,808
3.15%, 03/15/27(a)		171		161,245
2.38%, 12/01/29		69		59,169
2.60%, 04/15/30		87		74,767
4.15%, 03/15/47(a)		87		74,250
3.13%, 12/01/49		119		84,678
GSK Consumer Healthcare Capital U.K. PLC, 3.13%, 03/24/25		518		492,615
GSK Consumer Healthcare Capital U.S. LLC 3.38%, 03/24/27		290		269,977

Security	Par (000)		Value
Personal Products (continued)
GSK Consumer Healthcare Capital
U.S. LLC (continued)
3.38%, 03/24/29(a)	$	265	$	238,298
3.63%, 03/24/32		338		296,723
Procter & Gamble Co.
0.55%, 10/29/25(a)		216		193,723
1.00%, 04/23/26(a)		98		87,779
2.85%, 08/11/27(a)		87		81,262
3.00%, 03/25/30(a)		171		156,229
1.20%, 10/29/30(a)		275		215,768
1.95%, 04/23/31(a)		171		142,251
2.30%, 02/01/32		100		84,141
3.55%, 03/25/40		87		74,951
3.60%, 03/25/50		171		140,393
Unilever Capital Corp.
3.10%, 07/30/25(a)		250		239,943
2.00%, 07/28/26(a)		260		236,941
2.90%, 05/05/27(a)		260		242,271
2.13%, 09/06/29(a)		174		147,261
1.38%, 09/14/30		100		78,111
1.75%, 08/12/31(a)		174		136,716
				4,766,809
Pharmaceuticals — 1.1%
AbbVie, Inc.
2.60%, 11/21/24(a)		316		302,304
3.80%, 03/15/25		300		292,383
3.60%, 05/14/25(a)		257		249,071
3.20%, 05/14/26		245		231,973
2.95%, 11/21/26(a)		341		317,125
4.25%, 11/14/28		427		411,872
4.55%, 03/15/35		110		102,859
4.50%, 05/14/35(a)		249		230,650
4.30%, 05/14/36		70		63,033
4.05%, 11/21/39		408		349,227
4.40%, 11/06/42(a)		240		208,181
4.85%, 06/15/44		214		196,019
4.75%, 03/15/45		116		104,173
4.70%, 05/14/45		127		112,802
4.45%, 05/14/46(a)		214		183,918
4.88%, 11/14/48(a)		171		155,757
4.25%, 11/21/49(a)		500		414,943
Astrazeneca Finance LLC
1.20%, 05/28/26(a)		171		152,243
1.75%, 05/28/28		149		127,894
2.25%, 05/28/31(a)		80		66,544
AstraZeneca PLC
0.70%, 04/08/26(a)		189		166,154
3.13%, 06/12/27(a)		87		81,691
4.00%, 01/17/29		257		246,642
1.38%, 08/06/30(a)		189		149,315
6.45%, 09/15/37(a)		275		309,998
4.38%, 11/16/45		163		146,293
4.38%, 08/17/48		155		137,626
Bristol-Myers Squibb Co.
3.20%, 06/15/26(a)		449		428,055
3.90%, 02/20/28		171		164,647
3.40%, 07/26/29(a)		149		137,891
1.45%, 11/13/30		130		102,757
2.95%, 03/15/32(a)		130		113,096
4.13%, 06/15/39		287		255,363
3.55%, 03/15/42(a)		75		60,874

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 59

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Pharmaceuticals (continued)
Bristol-Myers Squibb Co.(continued)
5.00%, 08/15/45(a)	$	170	$	164,680
4.35%, 11/15/47(a)		140		123,338
4.55%, 02/20/48(a)		135		121,385
4.25%, 10/26/49(a)		400		343,736
3.70%, 03/15/52		257		199,909
3.90%, 03/15/62		71		54,579
Cigna Corp.
0.61%, 03/15/24(a)		70		66,421
3.50%, 06/15/24		130		127,117
3.25%, 04/15/25(a)		75		72,224
4.13%, 11/15/25(a)		171		167,073
4.50%, 02/25/26		87		85,664
1.25%, 03/15/26		87		77,512
3.40%, 03/01/27(a)		130		121,938
3.05%, 10/15/27		171		156,458
2.40%, 03/15/30(a)		171		143,251
2.38%, 03/15/31		75		61,379
4.80%, 08/15/38		171		158,694
3.20%, 03/15/40(a)		171		129,011
4.80%, 07/15/46		214		190,915
3.88%, 10/15/47		130		100,782
4.90%, 12/15/48		257		231,560
3.40%, 03/15/50		171		121,193
CVS Health Corp.
2.63%, 08/15/24		211		202,689
4.10%, 03/25/25(a)		63		62,077
3.88%, 07/20/25(a)		163		159,060
2.88%, 06/01/26(a)		300		280,043
3.63%, 04/01/27(a)		62		58,835
1.30%, 08/21/27(a)		257		217,585
4.30%, 03/25/28(a)		395		382,061
3.25%, 08/15/29(a)		341		305,061
3.75%, 04/01/30		298		270,186
1.75%, 08/21/30(a)		353		278,196
1.88%, 02/28/31		212		166,294
2.13%, 09/15/31(a)		79		62,637
4.88%, 07/20/35		171		162,394
4.78%, 03/25/38(a)		427		388,969
4.13%, 04/01/40		140		116,486
2.70%, 08/21/40(a)		122		84,286
5.13%, 07/20/45		269		245,168
5.05%, 03/25/48(a)		500		448,772
4.25%, 04/01/50(a)		104		82,775
Eli Lilly & Co.
2.75%, 06/01/25		45		43,013
3.10%, 05/15/27		130		122,161
3.38%, 03/15/29(a)		171		160,015
3.70%, 03/01/45(a)		171		143,449
2.50%, 09/15/60		104		62,684
GlaxoSmithKline Capital PLC, 3.38%, 06/01/29		171		157,628
GlaxoSmithKline Capital, Inc.
3.63%, 05/15/25(a)		171		166,972
3.88%, 05/15/28(a)		171		163,957
5.38%, 04/15/34(a)		87		89,300
4.20%, 03/18/43		104		90,453
Johnson & Johnson
2.45%, 03/01/26(a)		405		380,597
2.95%, 03/03/27(a)		250		236,350
2.90%, 01/15/28		171		159,393
4.38%, 12/05/33		87		85,533

Security	Par (000)		Value
Pharmaceuticals (continued)
Johnson & Johnson (continued)
3.55%, 03/01/36	$	330	$	292,388
3.63%, 03/03/37		87		77,292
4.50%, 09/01/40(a)		159		151,882
4.50%, 12/05/43(a)		130		123,883
3.70%, 03/01/46		87		72,985
3.50%, 01/15/48(a)		214		174,287
2.45%, 09/01/60(a)		107		65,309
Mead Johnson Nutrition Co.(a)
4.13%, 11/15/25		171		167,452
4.60%, 06/01/44		87		77,702
Merck & Co., Inc.
2.75%, 02/10/25(a)		500		479,131
1.70%, 06/10/27(a)		160		141,844
1.90%, 12/10/28(a)		165		141,663
1.45%, 06/24/30		257		205,045
3.90%, 03/07/39		87		76,349
4.15%, 05/18/43		130		115,112
3.70%, 02/10/45(a)		160		131,593
4.00%, 03/07/49(a)		171		145,655
2.45%, 06/24/50(a)		171		108,027
2.90%, 12/10/61		71		45,123
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		130		137,521
Mylan, Inc.
4.55%, 04/15/28		140		129,511
5.40%, 11/29/43(a)		87		68,868
5.20%, 04/15/48		96		71,489
Novartis Capital Corp.
3.40%, 05/06/24(a)		240		235,124
1.75%, 02/14/25		87		81,996
3.00%, 11/20/25(a)		189		181,172
2.00%, 02/14/27(a)		87		79,125
3.10%, 05/17/27		427		404,596
2.20%, 08/14/30		171		145,442
4.40%, 05/06/44		214		198,569
4.00%, 11/20/45		130		114,049
2.75%, 08/14/50(a)		140		96,830
Pfizer, Inc.
3.40%, 05/15/24(a)		171		167,637
0.80%, 05/28/25(a)		265		242,682
2.75%, 06/03/26(a)		60		56,562
3.00%, 12/15/26(a)		130		123,000
3.60%, 09/15/28(a)		341		326,101
3.45%, 03/15/29(a)		140		132,022
2.63%, 04/01/30(a)		171		150,210
1.70%, 05/28/30(a)		142		116,837
1.75%, 08/18/31(a)		171		137,270
4.00%, 12/15/36		87		79,341
4.10%, 09/15/38		171		154,966
3.90%, 03/15/39		87		76,734
7.20%, 03/15/39(a)		84		101,569
2.55%, 05/28/40(a)		86		62,185
4.30%, 06/15/43(a)		87		79,910
4.40%, 05/15/44(a)		87		80,550
4.13%, 12/15/46(a)		257		225,836
4.20%, 09/15/48(a)		87		77,413
4.00%, 03/15/49(a)		171		147,704
2.70%, 05/28/50(a)		240		162,269
Sanofi, 3.63%, 06/19/28		341		325,290
Shire Acquisitions Investments Ireland DAC, 3.20%, 09/23/26(a)		324		303,868

60 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Pharmaceuticals (continued)
Takeda Pharmaceutical Co. Ltd.(a)
5.00%, 11/26/28	$	200	$	198,294
3.18%, 07/09/50		200		134,888
Utah Acquisition Sub, Inc.
3.95%, 06/15/26		87		81,333
5.25%, 06/15/46		87		65,783
Viatris, Inc.
1.65%, 06/22/25		171		154,873
2.30%, 06/22/27(a)		171		146,111
3.85%, 06/22/40		171		114,655
4.00%, 06/22/50		100		61,614
Wyeth LLC(a)
6.50%, 02/01/34		87		97,519
5.95%, 04/01/37		87		93,558
Zoetis, Inc.
3.90%, 08/20/28(a)		171		162,430
2.00%, 05/15/30(a)		71		57,619
4.70%, 02/01/43(a)		71		63,665
3.95%, 09/12/47		87		70,056
4.45%, 08/20/48		87		74,874
3.00%, 05/15/50(a)		71		47,961
				25,519,474
Real Estate — 0.0%
Prologis LP(a)
2.13%, 04/15/27		30		26,860
2.25%, 04/15/30		213		177,453
1.25%, 10/15/30		65		49,275
3.00%, 04/15/50		95		63,548
VICI Properties LP, 5.63%, 05/15/52		61		53,959
				371,095
Real Estate Management & Development — 0.0%
CBRE Services, Inc.
4.88%, 03/01/26		87		85,891
2.50%, 04/01/31		107		84,337
Essential Properties LP, 2.95%, 07/15/31		41		29,812
VICI Properties LP, 5.13%, 05/15/32(a)		118		109,262
				309,302
Road & Rail — 0.4%
Burlington Northern Santa Fe LLC
3.75%, 04/01/24(a)		50		49,201
3.65%, 09/01/25		130		126,126
7.00%, 12/15/25(a)		87		92,085
3.25%, 06/15/27(a)		300		283,556
5.40%, 06/01/41		50		50,385
4.40%, 03/15/42		53		47,354
4.38%, 09/01/42		87		77,534
4.45%, 03/15/43		70		62,649
5.15%, 09/01/43(a)		87		84,888
4.90%, 04/01/44		87		82,122
4.55%, 09/01/44		87		78,656
4.15%, 04/01/45		87		74,290
4.70%, 09/01/45(a)		87		79,894
3.90%, 08/01/46		141		114,513
4.13%, 06/15/47(a)		87		73,635
4.05%, 06/15/48		60		49,979
4.15%, 12/15/48		87		73,832
3.05%, 02/15/51		71		49,333
3.30%, 09/15/51(a)		171		124,457

Security	Par (000)		Value
Road & Rail (continued)
Canadian National Railway Co.
2.95%, 11/21/24	$	76	$	73,272
2.75%, 03/01/26(a)		97		91,370
3.85%, 08/05/32(a)		100		92,912
3.20%, 08/02/46(a)		140		102,649
3.65%, 02/03/48		257		204,903
2.45%, 05/01/50		81		50,238
4.40%, 08/05/52		80		71,047
Canadian Pacific Railway Co.
2.90%, 02/01/25(a)		171		163,353
1.75%, 12/02/26(a)		72		64,162
7.13%, 10/15/31(a)		87		96,503
2.45%, 12/02/31(a)		119		98,557
4.80%, 09/15/35		87		81,312
3.00%, 12/02/41(a)		73		55,035
4.80%, 08/01/45		191		174,067
3.10%, 12/02/51(a)		103		69,246
6.13%, 09/15/2115		87		87,299
CSX Corp.
3.35%, 11/01/25(a)		87		83,491
3.25%, 06/01/27		341		318,582
3.80%, 03/01/28		227		216,495
2.40%, 02/15/30(a)		87		73,683
4.10%, 11/15/32(a)		50		46,875
4.75%, 05/30/42		189		172,423
4.30%, 03/01/48(a)		130		110,348
3.35%, 09/15/49		75		53,960
3.80%, 04/15/50(a)		96		74,447
3.95%, 05/01/50		79		62,952
2.50%, 05/15/51(a)		75		45,548
4.50%, 11/15/52(a)		50		43,406
4.50%, 08/01/54		87		74,086
4.65%, 03/01/68		137		115,427
Kansas City Southern
2.88%, 11/15/29		63		54,408
4.70%, 05/01/48		87		74,881
3.50%, 05/01/50(a)		87		61,894
4.20%, 11/15/69		78		57,570
Norfolk Southern Corp.
3.85%, 01/15/24(a)		171		169,280
3.15%, 06/01/27(a)		153		142,218
2.55%, 11/01/29		58		49,718
3.00%, 03/15/32(a)		81		69,155
3.95%, 10/01/42(a)		74		60,770
4.45%, 06/15/45		87		75,104
3.94%, 11/01/47		80		64,026
4.15%, 02/28/48		87		71,432
3.40%, 11/01/49(a)		59		42,360
3.05%, 05/15/50(a)		105		70,327
2.90%, 08/25/51		74		47,792
3.70%, 03/15/53		58		43,546
4.55%, 06/01/53(a)		40		34,767
3.16%, 05/15/55		171		113,165
4.10%, 05/15/2121		50		34,579
Union Pacific Corp.
3.65%, 02/15/24(a)		171		168,359
3.25%, 08/15/25(a)		87		83,613
2.75%, 03/01/26(a)		171		161,699
2.15%, 02/05/27(a)		57		51,468
3.95%, 09/10/28(a)		171		164,375
3.70%, 03/01/29(a)		171		161,188

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 61

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Road & Rail (continued)
Union Pacific Corp. (continued)
2.38%, 05/20/31(a)	$	221	$	186,061
2.80%, 02/14/32(a)		64		55,250
4.50%, 01/20/33(a)		100		97,776
3.38%, 02/01/35		87		73,492
3.60%, 09/15/37		214		180,868
3.20%, 05/20/41(a)		75		58,842
3.38%, 02/14/42(a)		82		65,176
4.05%, 11/15/45		87		71,788
4.05%, 03/01/46		74		60,561
4.50%, 09/10/48		87		75,665
3.25%, 02/05/50(a)		189		136,186
3.80%, 10/01/51(a)		87		69,208
2.95%, 03/10/52		59		39,886
3.50%, 02/14/53		89		66,827
3.95%, 08/15/59		135		105,213
3.84%, 03/20/60(a)		249		192,348
3.80%, 04/06/71		141		103,845
3.85%, 02/14/72(a)		69		50,732
				8,559,555
Semiconductors & Semiconductor Equipment — 0.6%
Advanced Micro Devices, Inc.
3.92%, 06/01/32		75		69,685
4.39%, 06/01/52(a)		85		74,643
Analog Devices, Inc.
3.50%, 12/05/26		130		123,970
1.70%, 10/01/28		30		25,420
2.10%, 10/01/31(a)		75		60,560
2.80%, 10/01/41(a)		149		109,050
2.95%, 10/01/51(a)		65		43,801
Broadcom Corp./Broadcom Cayman Finance Ltd.
3.88%, 01/15/27		270		255,390
3.50%, 01/15/28		87		79,147
Broadcom, Inc.
3.15%, 11/15/25		62		58,728
3.46%, 09/15/26		341		321,302
1.95%, 02/15/28(a)(d)		67		56,590
4.00%, 04/15/29(d)		95		86,302
4.15%, 11/15/30		125		112,019
4.15%, 04/15/32(d)		108		94,809
4.30%, 11/15/32		206		181,556
2.60%, 02/15/33(d)		275		206,414
3.42%, 04/15/33(d)		202		161,945
3.47%, 04/15/34(d)		469		374,137
3.14%, 11/15/35(d)		257		188,963
4.93%, 05/15/37(d)		377		328,882
3.50%, 02/15/41(a)(d)		179		127,096
3.75%, 02/15/51(d)		225		155,335
Flex Ltd.
6.00%, 01/15/28		200		199,680
4.88%, 06/15/29(a)		87		81,916
Honeywell International, Inc.
2.30%, 08/15/24(a)		171		164,178
1.35%, 06/01/25(a)		233		215,395
1.10%, 03/01/27(a)		171		148,607
2.70%, 08/15/29(a)		257		228,489
1.95%, 06/01/30		171		141,104
1.75%, 09/01/31		171		135,132
3.81%, 11/21/47		87		71,891

Security	Par (000)		Value
Semiconductors & Semiconductor Equipment (continued)
Honeywell International, Inc. (continued)
2.80%, 06/01/50(a)	$	76	$	54,009
Intel Corp.
2.88%, 05/11/24(a)		171		166,573
3.40%, 03/25/25(a)		410		399,697
3.70%, 07/29/25(a)		171		166,781
3.75%, 03/25/27(a)		140		134,972
3.75%, 08/05/27(a)		100		96,068
1.60%, 08/12/28(a)		63		53,518
4.00%, 08/05/29		100		95,122
2.45%, 11/15/29		171		146,873
2.00%, 08/12/31(a)		87		68,904
2.80%, 08/12/41(a)		63		43,989
4.10%, 05/19/46(a)		427		343,607
4.10%, 05/11/47(a)		87		70,146
3.73%, 12/08/47(a)		240		179,862
3.05%, 08/12/51		320		207,199
4.90%, 08/05/52(a)		300		265,397
3.10%, 02/15/60(a)		87		53,621
4.95%, 03/25/60(a)		121		107,397
3.20%, 08/12/61		63		39,454
5.05%, 08/05/62(a)		100		87,727
Jabil, Inc.(a)
1.70%, 04/15/26		146		129,377
4.25%, 05/15/27		80		75,646
Marvell Technology, Inc.(a)
1.65%, 04/15/26		154		136,015
2.45%, 04/15/28		171		144,741
2.95%, 04/15/31		82		65,956
Microchip Technology, Inc., 4.25%, 09/01/25		171		165,997
Micron Technology, Inc.
4.98%, 02/06/26		87		85,582
5.33%, 02/06/29		87		83,513
6.75%, 11/01/29		100		101,578
4.66%, 02/15/30		130		117,907
3.37%, 11/01/41(a)		87		58,089
3.48%, 11/01/51(a)		87		54,042
NVIDIA Corp.
3.20%, 09/16/26(a)		171		162,432
1.55%, 06/15/28		125		106,733
2.85%, 04/01/30(a)		114		99,443
2.00%, 06/15/31(a)		121		96,912
3.50%, 04/01/40(a)		122		98,797
3.50%, 04/01/50		257		193,973
3.70%, 04/01/60		52		38,350
NXP BV/NXP Funding LLC/NXP USA, Inc.
2.70%, 05/01/25(a)		85		79,836
3.88%, 06/18/26(a)		81		77,228
4.40%, 06/01/27(a)		90		86,051
4.30%, 06/18/29		171		158,442
3.40%, 05/01/30(a)		80		68,765
2.50%, 05/11/31(a)		149		117,319
2.65%, 02/15/32		67		52,126
5.00%, 01/15/33(a)		112		105,096
3.25%, 05/11/41(a)		87		60,209
3.13%, 02/15/42(a)		87		58,225
3.25%, 11/30/51		75		46,584
Qorvo, Inc., 4.38%, 10/15/29(a)		96		84,887
QUALCOMM, Inc.
3.25%, 05/20/27(a)		87		82,733

62 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Semiconductors & Semiconductor Equipment (continued)
QUALCOMM, Inc. (continued)
1.30%, 05/20/28	$	184	$	155,678
2.15%, 05/20/30(a)		105		88,834
1.65%, 05/20/32		142		109,370
4.25%, 05/20/32(a)		52		50,026
5.40%, 05/20/33(a)		100		104,112
4.65%, 05/20/35		87		84,477
4.80%, 05/20/45		130		121,828
4.30%, 05/20/47(a)		107		92,006
3.25%, 05/20/50(a)		140		101,331
4.50%, 05/20/52(a)		133		116,477
6.00%, 05/20/53		100		106,207
Skyworks Solutions, Inc.
1.80%, 06/01/26		58		50,968
3.00%, 06/01/31		67		52,550
Texas Instruments, Inc.
4.70%, 11/18/24		100		100,307
1.13%, 09/15/26		85		75,034
4.60%, 02/15/28		35		34,952
2.25%, 09/04/29(a)		118		102,020
1.90%, 09/15/31		98		79,306
3.65%, 08/16/32(a)		50		46,329
3.88%, 03/15/39		171		150,622
4.15%, 05/15/48(a)		171		151,320
4.10%, 08/16/52(a)		25		22,194
TSMC Arizona Corp., 2.50%, 10/25/31(a)		390		319,273
Xilinx, Inc., 2.38%, 06/01/30		240		201,805
				13,072,662
Software — 0.5%
Activision Blizzard, Inc.
3.40%, 06/15/27(a)		171		161,717
1.35%, 09/15/30(a)		69		53,919
2.50%, 09/15/50		140		85,974
Autodesk, Inc.
2.85%, 01/15/30		74		63,612
2.40%, 12/15/31(a)		133		106,244
Electronic Arts, Inc.
1.85%, 02/15/31		72		56,591
2.95%, 02/15/51		69		44,518
Intuit, Inc.(a)
0.95%, 07/15/25		130		118,299
1.35%, 07/15/27		142		122,813
1.65%, 07/15/30		169		135,522
Microsoft Corp.
2.88%, 02/06/24(a)		149		146,358
2.40%, 08/08/26(a)		382		356,197
3.30%, 02/06/27(a)		766		738,183
3.50%, 02/12/35(a)		200		180,654
3.45%, 08/08/36(a)		104		92,007
3.70%, 08/08/46(a)		171		145,323
2.92%, 03/17/52		550		389,125
4.50%, 02/06/57(a)		341		321,076
2.68%, 06/01/60(a)		392		248,690
3.04%, 03/17/62		292		201,749
Oracle Corp.
3.40%, 07/08/24(a)		341		332,677
2.50%, 04/01/25		621		585,526
2.95%, 05/15/25		87		82,542
5.80%, 11/10/25(a)		40		40,895
1.65%, 03/25/26		154		137,864

Security	Par (000)		Value
Software (continued)
Oracle Corp. (continued)
2.65%, 07/15/26(a)	$	130	$	119,486
2.80%, 04/01/27(a)		257		233,869
3.25%, 11/15/27(a)		130		119,400
2.30%, 03/25/28(a)		237		205,282
6.15%, 11/09/29(a)		70		72,658
3.25%, 05/15/30(a)		163		141,528
2.88%, 03/25/31(a)		267		221,377
6.25%, 11/09/32(a)		200		209,324
4.30%, 07/08/34(a)		384		337,280
3.90%, 05/15/35(a)		87		72,755
3.85%, 07/15/36		130		106,303
3.80%, 11/15/37		130		102,933
6.13%, 07/08/39		87		86,536
3.60%, 04/01/40(a)		316		231,821
5.38%, 07/15/40(a)		71		65,153
3.65%, 03/25/41(a)		285		210,385
4.50%, 07/08/44(a)		87		69,953
4.00%, 07/15/46		384		279,836
4.00%, 11/15/47		257		187,840
3.60%, 04/01/50(a)		200		134,653
3.95%, 03/25/51(a)		346		246,504
6.90%, 11/09/52		350		374,439
4.38%, 05/15/55		214		161,731
3.85%, 04/01/60(a)		359		238,532
Roper Technologies, Inc.
2.35%, 09/15/24(a)		84		80,202
1.00%, 09/15/25(a)		108		96,764
3.80%, 12/15/26(a)		87		83,333
1.40%, 09/15/27(a)		65		54,987
2.95%, 09/15/29		76		66,096
2.00%, 06/30/30		67		53,694
1.75%, 02/15/31		86		66,252
Salesforce, Inc.
3.70%, 04/11/28		341		327,073
1.50%, 07/15/28(a)		60		51,170
1.95%, 07/15/31		81		64,579
2.70%, 07/15/41(a)		156		111,341
2.90%, 07/15/51(a)		237		155,334
3.05%, 07/15/61(a)		50		31,749
ServiceNow, Inc., 1.40%, 09/01/30(a)		140		107,102
Take-Two Interactive Software, Inc.
3.30%, 03/28/24(a)		90		87,895
3.55%, 04/14/25		82		78,914
3.70%, 04/14/27		65		61,166
4.00%, 04/14/32(a)		76		67,270
VMware, Inc.(a)
1.40%, 08/15/26		341		297,272
4.70%, 05/15/30		141		131,160
Workday, Inc.
3.50%, 04/01/27		81		75,700
3.70%, 04/01/29		61		55,964
3.80%, 04/01/32(a)		89		78,564
				11,461,234
Specialty Retail — 0.0%
AutoZone, Inc.
3.25%, 04/15/25		58		55,585
3.75%, 04/18/29(a)		171		157,683
Best Buy Co., Inc., 1.95%, 10/01/30(a)		214		169,326
Dick’s Sporting Goods, Inc., 4.10%, 01/15/52		70		45,127

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 63

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Specialty Retail (continued)
Ross Stores, Inc.
4.60%, 04/15/25	$	87	$	86,427
1.88%, 04/15/31(a)		171		134,211
				648,359
Technology Hardware, Storage & Peripherals — 0.5%
Adobe, Inc.
1.90%, 02/01/25		57		53,847
3.25%, 02/01/25(a)		70		68,024
2.15%, 02/01/27		219		199,313
2.30%, 02/01/30(a)		206		175,650
Apple, Inc.
3.45%, 05/06/24(a)		171		167,885
2.85%, 05/11/24(a)		341		331,990
1.80%, 09/11/24		280		266,538
2.75%, 01/13/25(a)		171		164,656
2.50%, 02/09/25(a)		74		70,748
1.13%, 05/11/25(a)		112		103,113
3.20%, 05/13/25		130		125,603
0.55%, 08/20/25(a)		477		430,227
0.70%, 02/08/26		87		77,219
3.25%, 02/23/26(a)		326		313,178
2.45%, 08/04/26(a)		241		223,499
3.35%, 02/09/27(a)		341		326,037
3.20%, 05/11/27(a)		257		243,569
2.90%, 09/12/27(a)		171		159,395
3.00%, 11/13/27(a)		171		159,594
1.20%, 02/08/28		450		381,261
1.40%, 08/05/28		70		59,297
3.25%, 08/08/29(a)		200		184,868
2.20%, 09/11/29(a)		212		183,286
1.65%, 05/11/30		240		196,019
1.65%, 02/08/31		427		343,696
1.70%, 08/05/31		70		55,963
3.35%, 08/08/32(a)		200		181,556
4.50%, 02/23/36(a)		87		86,306
3.85%, 05/04/43(a)		300		258,714
4.45%, 05/06/44		87		81,986
3.45%, 02/09/45(a)		231		185,669
4.38%, 05/13/45		87		80,401
4.65%, 02/23/46		338		319,993
3.85%, 08/04/46(a)		130		110,378
4.25%, 02/09/47(a)		87		80,106
3.75%, 11/13/47(a)		214		176,157
2.95%, 09/11/49(a)		214		151,500
2.65%, 05/11/50(a)		206		136,291
2.40%, 08/20/50		177		110,090
2.65%, 02/08/51(a)		214		141,128
3.95%, 08/08/52		150		127,454
2.55%, 08/20/60(a)		171		103,472
2.80%, 02/08/61(a)		127		80,347
2.85%, 08/05/61		70		45,012
4.10%, 08/08/62		150		124,682
Dell International LLC/EMC Corp.
4.00%, 07/15/24(a)		171		168,055
5.85%, 07/15/25(a)		104		105,106
4.90%, 10/01/26(a)		171		168,315
5.30%, 10/01/29(a)		214		209,292
8.10%, 07/15/36		69		77,323
3.38%, 12/15/41(a)(d)		171		114,523
8.35%, 07/15/46		59		67,216

Security	Par (000)		Value
Technology Hardware, Storage & Peripherals (continued)
Dell International LLC/EMC Corp. (continued)
3.45%, 12/15/51(a)(d)	$	87	$	53,244
Dell, Inc.(a)
7.10%, 04/15/28		71		75,711
6.50%, 04/15/38		71		68,871
Fortinet, Inc.
1.00%, 03/15/26		132		115,536
2.20%, 03/15/31		152		117,000
Hewlett Packard Enterprise Co.
1.45%, 04/01/24(a)		171		163,191
4.90%, 10/15/25		214		211,902
1.75%, 04/01/26(a)		171		153,590
6.20%, 10/15/35(a)		87		89,677
6.35%, 10/15/45(a)		130		129,659
HP, Inc.
2.20%, 06/17/25(a)		87		81,281
1.45%, 06/17/26(a)		130		113,880
4.75%, 01/15/28(a)		50		48,512
4.00%, 04/15/29(a)		90		82,151
3.40%, 06/17/30		87		73,697
2.65%, 06/17/31		171		133,223
4.20%, 04/15/32(a)		90		77,381
5.50%, 01/15/33(a)		50		46,972
6.00%, 09/15/41(a)		112		107,459
NetApp, Inc., 1.88%, 06/22/25(a)		117		107,461
Western Digital Corp.
4.75%, 02/15/26(a)		191		179,868
2.85%, 02/01/29		74		57,252
3.10%, 02/01/32		80		57,501
				10,900,566
Textiles, Apparel & Luxury Goods — 0.0%
NIKE, Inc.
2.75%, 03/27/27(a)		341		318,487
2.85%, 03/27/30(a)		171		152,813
3.25%, 03/27/40(a)		171		138,909
3.88%, 11/01/45(a)		87		75,257
3.38%, 11/01/46		257		198,858
VF Corp., 2.95%, 04/23/30(a)		87		72,259
				956,583
Thrifts & Mortgage Finance — 0.0%
Radian Group, Inc.
4.50%, 10/01/24		50		48,228
6.63%, 03/15/25(a)		50		49,325
4.88%, 03/15/27(a)		50		45,812
				143,365
Tobacco — 0.3%
Altria Group, Inc.
2.35%, 05/06/25(a)		84		79,121
2.63%, 09/16/26		341		312,667
4.80%, 02/14/29(a)		95		91,155
3.40%, 05/06/30		76		64,961
2.45%, 02/04/32(a)		208		156,914
5.80%, 02/14/39		257		236,971
3.40%, 02/04/41		171		113,415
4.50%, 05/02/43		71		53,303
5.38%, 01/31/44(a)		226		199,196
5.95%, 02/14/49(a)		100		88,923
4.45%, 05/06/50		114		80,723
3.70%, 02/04/51(a)		155		97,080
4.00%, 02/04/61(a)		121		78,519

64 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Tobacco (continued)
BAT Capital Corp.
3.22%, 08/15/24(a)	$	214	$	206,058
2.79%, 09/06/24(a)		341		326,298
3.22%, 09/06/26(a)		171		157,752
4.70%, 04/02/27(a)		87		83,397
3.56%, 08/15/27(a)		427		390,091
2.26%, 03/25/28(a)		104		86,312
3.46%, 09/06/29(a)		87		74,766
4.91%, 04/02/30		104		95,220
4.74%, 03/16/32(a)		96		85,183
7.75%, 10/19/32		40		43,023
4.39%, 08/15/37		384		298,561
3.73%, 09/25/40(a)		70		47,532
4.54%, 08/15/47(a)		231		163,219
5.28%, 04/02/50		87		68,527
3.98%, 09/25/50(a)		104		68,053
5.65%, 03/16/52(a)		96		79,134
BAT International Finance PLC(a)
1.67%, 03/25/26		87		77,087
4.45%, 03/16/28		96		88,911
Philip Morris International, Inc.
3.25%, 11/10/24		171		165,414
5.13%, 11/15/24		200		200,264
3.38%, 08/11/25(a)		130		124,848
5.00%, 11/17/25		200		200,899
2.75%, 02/25/26(a)		73		68,378
3.13%, 08/17/27(a)		171		158,416
5.13%, 11/17/27		200		201,461
5.63%, 11/17/29		155		157,244
1.75%, 11/01/30		41		32,106
5.75%, 11/17/32(a)		70		71,360
6.38%, 05/16/38(a)		220		234,184
4.50%, 03/20/42		50		42,173
3.88%, 08/21/42		62		47,070
4.13%, 03/04/43		79		62,420
4.88%, 11/15/43(a)		87		76,056
4.25%, 11/10/44(a)		65		52,185
Reynolds American, Inc.
4.45%, 06/12/25		171		167,282
5.70%, 08/15/35(a)		82		74,018
6.15%, 09/15/43(a)		53		47,272
				6,275,122
Transportation Infrastructure — 0.1%
FedEx Corp.
3.25%, 04/01/26		95		90,384
4.25%, 05/15/30(a)		141		133,000
2.40%, 05/15/31(a)		109		88,152
3.90%, 02/01/35		67		56,961
3.25%, 05/15/41		147		104,662
3.88%, 08/01/42		50		37,984
4.75%, 11/15/45		114		96,255
4.55%, 04/01/46		130		105,465
4.40%, 01/15/47		87		69,379
4.05%, 02/15/48		87		65,987
4.95%, 10/17/48		171		148,643
Ryder System, Inc.(a)
2.50%, 09/01/24		72		68,486
1.75%, 09/01/26		86		75,576
2.85%, 03/01/27		57		51,454

Security	Par (000)		Value
Transportation Infrastructure (continued)
Ryder System, Inc.(a) (continued)
4.30%, 06/15/27	$	60	$	57,465
United Parcel Service, Inc.
3.90%, 04/01/25(a)		171		168,296
2.40%, 11/15/26(a)		141		130,770
3.05%, 11/15/27(a)		87		81,684
6.20%, 01/15/38		74		81,813
5.20%, 04/01/40(a)		171		171,188
3.63%, 10/01/42		87		72,242
3.40%, 11/15/46		78		60,245
3.75%, 11/15/47(a)		87		71,114
3.40%, 09/01/49(a)		75		57,907
5.30%, 04/01/50(a)		171		177,429
				2,322,541
Utilities — 0.1%
American Water Capital Corp.
3.40%, 03/01/25(a)		130		125,916
2.95%, 09/01/27(a)		87		80,209
3.75%, 09/01/28(a)		257		243,038
3.45%, 06/01/29		87		79,439
2.30%, 06/01/31(a)		155		127,129
4.45%, 06/01/32(a)		90		86,104
4.30%, 09/01/45		87		73,618
3.75%, 09/01/47		87		67,711
4.15%, 06/01/49		87		71,652
3.25%, 06/01/51(a)		155		110,494
Essential Utilities, Inc.
2.40%, 05/01/31(a)		171		135,852
3.35%, 04/15/50		171		116,776
5.30%, 05/01/52		61		57,041
				1,374,979
Wireless Telecommunication Services — 0.3%
America Movil SAB de CV
3.63%, 04/22/29		244		221,171
6.13%, 03/30/40(a)		300		309,150
4.38%, 07/16/42(a)		229		195,409
GLP Capital LP/GLP Financing II, Inc., 5.30%, 01/15/29(a)		171		161,824
Orange SA, 9.00%, 03/01/31(a)		237		289,925
Realty Income Corp., 5.63%, 10/13/32(a)		90		91,406
Rogers Communications, Inc.
2.95%, 03/15/25(a)(d)		71		67,650
3.63%, 12/15/25(a)		267		255,773
2.90%, 11/15/26(a)		171		156,797
3.20%, 03/15/27(a)(d)		73		67,544
3.80%, 03/15/32(a)(d)		58		50,051
4.50%, 03/15/42(a)(d)		59		48,089
5.00%, 03/15/44		87		74,533
4.30%, 02/15/48		214		161,292
3.70%, 11/15/49(a)		71		48,084
4.55%, 03/15/52(a)(d)		240		186,069
T-Mobile USA, Inc.
3.50%, 04/15/25		179		172,145
1.50%, 02/15/26		171		153,118
2.25%, 02/15/26(a)		150		136,446
2.63%, 04/15/26(a)		100		91,641
3.75%, 04/15/27		300		282,567
5.38%, 04/15/27(a)		100		100,956
4.75%, 02/01/28(a)		125		121,536

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 65

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Wireless Telecommunication Services (continued)
T-Mobile USA, Inc. (continued)
2.05%, 02/15/28	$	87	$	74,718
2.63%, 02/15/29		100		84,653
3.38%, 04/15/29		200		176,154
3.88%, 04/15/30		600		543,489
2.55%, 02/15/31		259		211,582
2.88%, 02/15/31		100		82,633
3.50%, 04/15/31(a)		225		194,355
2.25%, 11/15/31		59		46,409
2.70%, 03/15/32(a)		130		105,033
5.20%, 01/15/33(a)		200		198,197
4.38%, 04/15/40		214		182,628
3.00%, 02/15/41(a)		341		240,618
4.50%, 04/15/50		295		242,531
3.30%, 02/15/51(a)		300		200,203
3.40%, 10/15/52(a)		341		229,135
3.60%, 11/15/60		174		114,887
Vodafone Group PLC
4.13%, 05/30/25(a)		257		252,908
7.88%, 02/15/30		74		83,399
6.15%, 02/27/37(a)		87		88,141
5.00%, 05/30/38(a)		87		80,060
4.38%, 02/19/43(a)		163		130,489
5.25%, 05/30/48(a)		324		285,356
4.25%, 09/17/50(a)		205		156,328
5.13%, 06/19/59		104		88,850
				7,535,932
Total Corporate Bonds — 25.1% (Cost: $641,775,313)				559,143,554
Foreign Agency Obligations
Canada — 0.2%
Canada Government International Bond, 1.63%, 01/22/25		355		335,572
Province of Alberta Canada(a)
1.88%, 11/13/24		171		162,617
1.00%, 05/20/25		511		470,175
3.30%, 03/15/28		341		322,654
1.30%, 07/22/30		341		272,453
Province of British Columbia Canada(a)
2.25%, 06/02/26		171		159,345
0.90%, 07/20/26		341		302,108
Province of Manitoba Canada, Series HB, 1.50%, 10/25/28(a)		341		289,267
Province of New Brunswick Canada, 3.63%, 02/24/28(a)		171		164,646
Province of Ontario Canada
0.63%, 01/21/26(a)		171		152,026
1.05%, 05/21/27(a)		171		148,258
2.00%, 10/02/29(a)		171		147,295
1.13%, 10/07/30		341		267,416
1.60%, 02/25/31		341		276,134
Province of Quebec Canada
0.60%, 07/23/25(a)		341		308,873
2.50%, 04/20/26(a)		469		440,821
2.75%, 04/12/27(a)		341		319,661

Security	Par (000)		Value
Canada (continued)
Province of Quebec Canada (continued)
1.35%, 05/28/30	$	341	$	276,220
Series QO, 2.88%, 10/16/24(a)		87		84,279
Series QW, 2.50%, 04/09/24		341		330,688
Series QX, 1.50%, 02/11/25(a)		341		320,566
				5,551,074
Chile — 0.1%
Chile Government International Bond
2.45%, 01/31/31(a)		417		345,276
2.55%, 07/27/33(a)		390		304,882
3.50%, 01/31/34		200		170,100
3.63%, 10/30/42(a)		350		267,269
4.00%, 01/31/52(a)		290		223,264
3.10%, 01/22/61(a)		318		197,617
				1,508,408
Germany — 0.0%
Landwirtschaftliche Rentenbank, 1.75%, 07/27/26		171		156,415
Hungary — 0.0%
Hungary Government International Bond
5.38%, 03/25/24		260		259,399
7.63%, 03/29/41(a)		134		146,085
				405,484
Indonesia — 0.1%
Indonesia Government International Bond
4.15%, 09/20/27(a)		200		196,022
4.10%, 04/24/28(a)		522		510,842
2.85%, 02/14/30		490		436,958
4.65%, 09/20/32		200		196,022
4.35%, 01/11/48(a)		284		244,271
4.20%, 10/15/50(a)		322		266,088
3.05%, 03/12/51(a)		211		152,471
3.20%, 09/23/61		222		152,094
				2,154,768
Israel — 0.1%
Israel Government International Bond(a)
3.25%, 01/17/28		318		300,073
4.50%, 01/30/43		415		383,693
4.13%, 01/17/48		322		279,295
State of Israel, 2.50%, 01/15/30		490		435,732
				1,398,793
Italy — 0.0%
Republic of Italy Government International Bond
1.25%, 02/17/26		511		443,242
2.88%, 10/17/29		200		165,580
5.38%, 06/15/33(a)		130		125,856
4.00%, 10/17/49		417		295,278
				1,029,956
Japan — 0.1%
Japan Bank for International Cooperation
2.75%, 11/16/27		500		460,024
3.25%, 07/20/28(a)		690		642,721
2.00%, 10/17/29(a)		200		169,650
1.88%, 04/15/31(a)		514		418,903

66 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Japan (continued)
Japan Bank for International Cooperation (continued)
Series DTC, 2.50%, 05/23/24(a)	$	500	$	483,569
Series DTC, 2.25%, 11/04/26		500		456,822
				2,631,689
Mexico — 0.2%
Mexico Government International Bond
4.13%, 01/21/26		511		500,780
2.66%, 05/24/31		200		161,600
4.75%, 04/27/32(a)		211		197,324
4.88%, 05/19/33		200		184,200
3.50%, 02/12/34(a)		450		361,125
6.75%, 09/27/34(a)		53		55,180
6.05%, 01/11/40		394		382,377
4.28%, 08/14/41		518		398,148
4.75%, 03/08/44(a)		378		304,597
5.55%, 01/21/45		260		233,399
4.60%, 01/23/46		318		246,907
4.60%, 02/10/48		390		301,226
4.50%, 01/31/50(a)		473		359,864
5.00%, 04/27/51(a)		390		316,461
4.40%, 02/12/52(a)		200		147,400
5.75%, 10/12/2110		88		74,019
				4,224,607
Panama — 0.1%
Panama Government International Bond
2.25%, 09/29/32		690		510,945
6.70%, 01/26/36(a)		62		64,860
4.50%, 04/16/50		432		325,836
4.50%, 04/01/56		392		287,458
3.87%, 07/23/60(a)		397		255,767
				1,444,866
Peru — 0.1%
Peruvian Government International Bond
2.39%, 01/23/26		341		313,571
4.13%, 08/25/27		171		163,871
2.84%, 06/20/30(a)		307		259,664
2.78%, 01/23/31		341		281,922
1.86%, 12/01/32		130		94,884
8.75%, 11/21/33(a)		77		93,930
3.00%, 01/15/34		388		305,502
6.55%, 03/14/37(a)		87		91,774
3.30%, 03/11/41		141		102,736
5.63%, 11/18/50(a)		240		237,570
2.78%, 12/01/60		214		125,163
3.60%, 01/15/72		75		48,788
3.23%, 07/28/2121(a)		87		50,721
				2,170,096
Philippines — 0.1%
Philippine Government International Bond
4.20%, 01/21/24		617		610,898
7.75%, 01/14/31(a)		257		305,858
6.38%, 10/23/34(a)		250		276,903
5.00%, 01/13/37		522		506,397
3.95%, 01/20/40		250		212,528

Security	Par (000)		Value
Philippines (continued)
Philippine Government International Bond (continued)
3.70%, 02/02/42	$	397	$	322,606
5.95%, 10/13/47(a)		400		430,044
				2,665,234
Poland — 0.0%
Republic of Poland Government International Bond
4.00%, 01/22/24		384		378,432
3.25%, 04/06/26		214		204,745
				583,177
South Korea — 0.1%
Export-Import Bank of Korea
3.25%, 11/10/25(a)		500		475,250
4.50%, 09/15/32		200		194,958
Korea Development Bank, 2.00%, 10/25/31		500		396,344
Korea International Bond(a)
4.13%, 06/10/44		250		229,472
3.88%, 09/20/48		200		174,022
				1,470,046
Supranational — 0.8%
African Development Bank, 0.88%, 03/23/26(a)		341		304,918
Asian Development Bank
2.63%, 01/30/24		511		498,982
0.38%, 06/11/24		511		480,020
1.50%, 10/18/24(a)		511		483,615
0.50%, 02/04/26		341		303,097
1.00%, 04/14/26		341		306,695
2.00%, 04/24/26(a)		171		158,935
2.63%, 01/12/27		171		161,010
2.50%, 11/02/27(a)		341		315,981
2.75%, 01/19/28		130		121,660
5.82%, 06/16/28		681		729,542
1.75%, 09/19/29(a)		341		293,479
1.88%, 01/24/30(a)		500		429,387
European Bank for Reconstruction & Development(a)
1.50%, 02/13/25		171		160,740
0.50%, 05/19/25		341		311,040
European Investment Bank
3.25%, 01/29/24		511		502,565
2.63%, 03/15/24		341		332,286
1.63%, 03/14/25(a)		500		471,110
0.63%, 07/25/25(a)		341		310,296
0.38%, 03/26/26		700		617,929
2.13%, 04/13/26(a)		171		159,538
0.75%, 10/26/26		247		216,544
1.63%, 10/09/29		130		111,237
0.88%, 05/17/30		500		398,721
Inter-American Development Bank
2.13%, 01/15/25(a)		171		163,161
1.75%, 03/14/25(a)		511		481,779
0.88%, 04/03/25		511		472,501
0.88%, 04/20/26(a)		511		457,191
2.00%, 06/02/26		87		80,585
2.38%, 07/07/27		171		158,141
1.13%, 07/20/28(a)		511		433,882
2.25%, 06/18/29(a)		500		446,640
1.13%, 01/13/31(a)		427		341,083

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 67

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Supranational (continued)
Inter-American Development Bank (continued)
3.20%, 08/07/42(a)	$	130	$	107,705
4.38%, 01/24/44(a)		75		73,437
International Bank for Reconstruction & Development
2.50%, 03/19/24(a)		511		496,722
1.63%, 01/15/25		511		482,670
0.38%, 07/28/25(a)		511		461,780
0.50%, 10/28/25		341		306,348
1.13%, 09/13/28(a)		850		719,471
0.75%, 08/26/30(a)		800		624,008
1.25%, 02/10/31(a)		500		403,527
2.50%, 03/29/32		700		614,418
4.75%, 02/15/35(a)		87		90,567
Series GDIF, 2.50%, 11/25/24(a)		511		491,663
Series GDIF, 2.50%, 07/29/25(a)		171		163,213
Series GDIF, 1.88%, 10/27/26		130		119,001
Series GDIF, 2.50%, 11/22/27		341		316,005
International Finance Corp.
0.38%, 07/16/25		341		308,347
0.75%, 10/08/26(a)		341		298,872
0.75%, 08/27/30(a)		341		265,698
				17,557,742
Uruguay — 0.1%
Uruguay Government International Bond(a)
4.50%, 08/14/24		143		142,381
4.38%, 10/27/27		171		172,368
4.38%, 01/23/31		427		425,079
5.10%, 06/18/50		384		378,624
4.98%, 04/20/55		200		192,500
				1,310,952
Total Foreign Agency Obligations — 2.1% (Cost: $52,294,804)				46,263,307
Municipal Bonds
Alabama — 0.0%
Alabama Federal Aid Highway Finance Authority, Refunding RB, Series B, 2.65%, 09/01/37		30		22,265
Arizona — 0.0%
Salt River Project Agricultural Improvement & Power District, RB, BAB, 4.84%, 01/01/41		85		82,904
California — 0.2%
Bay Area Toll Authority, RB, BAB
Series S-1, 6.92%, 04/01/40		120		137,535
Series S-1, 7.04%, 04/01/50(a)		75		92,163
Bay Area Toll Authority, Refunding RB
2.57%, 04/01/31		59		51,517
Series F-3, 3.13%, 04/01/55		95		63,462
California Health Facilities Financing Authority, RB, M/F Housing
4.19%, 06/01/37		65		58,066
4.35%, 06/01/41		85		75,586
California State University, RB, Series E, 2.90%, 11/01/51		75		51,687
California State University, Refunding RB Series B, 2.98%, 11/01/51		180		122,905

Security	Par (000)		Value
California (continued)
California State University, Refunding RB (continued)
Series B, 2.72%, 11/01/52	$	80	$	51,349
City of Los Angeles Department of Airports Customer Facility Charge Revenue, Refunding ARB, Class A, (AGM), 4.24%, 05/15/48		60		49,533
City of San Francisco California Public Utilities Commission Water Revenue, RB, BAB, 6.95%, 11/01/50		75		91,133
City of San Francisco California Public Utilities Commission Water Revenue, Refunding RB, Series E, 2.83%, 11/01/41		95		69,782
East Bay Municipal Utility District Water System Revenue, RB, BAB, 5.87%, 06/01/40		75		81,505
Foothill-Eastern Transportation Corridor Agency, Refunding RB
Series A, 4.09%, 01/15/49		80		61,096
Series A, (AGM), 3.92%, 01/15/53		65		46,486
Golden State Tobacco Securitization Corp., Refunding RB
Class B, (SAP), 2.75%, 06/01/34		60		47,630
Class B, (SAP), 3.29%, 06/01/42		150		112,064
Class B, (SAP), 3.00%, 06/01/46		45		40,542
Series S-1, 3.71%, 06/01/41		80		61,632
Subordinate, 3.85%, 06/01/50		85		73,868
Los Angeles Community College District, GO, BAB, 6.75%, 08/01/49(a)		100		124,755
Los Angeles Community College District, Refunding GO, 2.11%, 08/01/32		125		97,716
Los Angeles County Public Works Financing Authority, Refunding RB, 7.62%, 08/01/40		75		91,952
Los Angeles Department of Water & Power, RB, BAB
5.72%, 07/01/39		75		79,771
6.57%, 07/01/45		125		147,257
6.60%, 07/01/50		90		105,118
Los Angeles Unified School District, GO, BAB
Series KR, 5.76%, 07/01/29		85		87,581
Series KR, 5.75%, 07/01/34		160		166,864
Series RY, 6.76%, 07/01/34		175		195,554
Regents of the University of California Medical Center Pooled Revenue, RB
Series N, 3.71%, 05/15/2120		100		62,841
Series Q, 4.13%, 05/15/32		70		64,773
Series Q, 4.56%, 05/15/53(a)		85		73,763
Regents of the University of California Medical Center Pooled Revenue, RB, BAB, Series H, 6.55%, 05/15/48(a)		65		73,976
San Diego County Regional Transportation Commission, RB, BAB, 5.91%, 04/01/48		70		74,440
San Diego County Regional Transportation Commission, Refunding RB, Series A, 3.25%, 04/01/48		62		46,360
San Diego County Water Authority, RB, BAB, Series B, 6.14%, 05/01/49		85		93,658
San Joaquin Hills Transportation Corridor Agency, Refunding RB, Series B, (AGM), 3.49%, 01/15/50		75		52,394

68 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
California (continued)
Santa Clara Valley Transportation Authority, RB, BAB, 5.88%, 04/01/32	$	110	$	113,309
State of California, GO, BAB
7.30%, 10/01/39		110		133,478
7.35%, 11/01/39		280		341,351
7.60%, 11/01/40		325		416,240
State of California, Refunding GO
3.38%, 04/01/25		75		72,873
3.50%, 04/01/28		70		65,655
2.50%, 10/01/29		220		189,782
4.60%, 04/01/38		65		60,954
University of California, RB
Series AD, 4.86%, 05/15/2112(a)		75		63,668
Series AQ, 4.77%, 12/31/99(a)		72		59,187
Series BD, 3.35%, 07/01/29		110		99,781
Series BG, 0.88%, 05/15/25		90		81,752
University of California, Refunding RB, Series AX, 3.06%, 07/01/25		75		71,638
				4,847,982
Colorado — 0.0%
Regional Transportation District Sales Tax Revenue, RB, BAB, Series B, 5.84%, 11/01/50		75		80,764
Connecticut — 0.0%
State of Connecticut, GO, Series A, 5.85%, 03/15/32(a)		110		115,990
District of Columbia — 0.0%
District of Columbia Water & Sewer Authority, RB, Series A, Senior Lien, 4.81%, 10/01/2114(a)		70		60,565
District of Columbia Water & Sewer Authority, Refunding RB, Series D, Subordinate Lien, 3.21%, 10/01/48		65		46,097
District of Columbia, RB, BAB, Series E, 5.59%, 12/01/34		75		77,766
Metropolitan Washington Airports Authority Dulles Toll Road Revenue, RB, BAB, 7.46%, 10/01/46(a)		75		92,169
				276,597
Florida — 0.0%
County of Miami-Dade Florida Aviation Revenue, Refunding RB, Series C, 4.28%, 10/01/41		125		107,328
County of Miami-Dade Florida Transit System, Refunding RB, Series B, 2.60%, 07/01/42		60		41,918
County of Miami-Dade Florida Water & Sewer System Revenue, Refunding RB, Series C, 3.49%, 10/01/42		70		55,875
State Board of Administration Finance Corp., RB
Series A, 1.26%, 07/01/25		128		116,814
Series A, 2.15%, 07/01/30		165		134,802
				456,737
Georgia — 0.0%
City of Atlanta Georgia Water & Wastewater Revenue, Refunding RB, 2.26%, 11/01/35		80		59,977
Municipal Electric Authority of Georgia, Refunding RB, BAB, 6.66%, 04/01/57		120		127,595
				187,572

Security	Par (000)		Value
Idaho — 0.0%
Idaho Energy Resources Authority, RB, 2.86%, 09/01/46	$	85	$	58,490
Illinois — 0.1%
Chicago O’Hare International Airport, ARB
Series C, Senior Lien, 4.47%, 01/01/49(a)		65		57,995
Series C, Senior Lien, 4.57%, 01/01/54		65		58,596
Chicago O’Hare International Airport, Refunding ARB, Series B, 6.40%, 01/01/40		95		105,847
Chicago Transit Authority Sales & Transfer Tax Receipts Revenue, RB, Series A, 6.90%, 12/01/40		95		104,970
Chicago Transit Authority Sales Tax Receipts Fund, RB, BAB, Series B, 6.20%, 12/01/40		90		94,833
Illinois State Toll Highway Authority, RB, BAB, Series A, 6.18%, 01/01/34		87		92,800
Metropolitan Water Reclamation District of Greater Chicago, GO, BAB, 5.72%, 12/01/38		70		73,399
Sales Tax Securitization Corp., Refunding RB, Series B, 2nd Lien, 3.24%, 01/01/42		230		170,681
State of Illinois, GO, 5.10%, 06/01/33		795		760,255
State of Illinois, GO, BAB, 7.35%, 07/01/35		74		77,694
				1,597,070
Indiana — 0.0%
Indiana Finance Authority, Refunding RB, 3.05%, 01/01/51(a)		75		54,277
Kansas — 0.0%
Kansas Development Finance Authority, RB, Series K, (BAM), 2.77%, 05/01/51(a)		55		37,061
Louisiana — 0.0%
Louisiana Local Government Environmental Facilities & Community Development Authority, RB
Class A-1, 3.62%, 02/01/29		135		131,252
Class A-4, 4.48%, 08/01/39		110		101,478
State of Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, Series A, 2.95%, 05/01/41		95		68,943
				301,673
Massachusetts — 0.0%
Commonwealth of Massachusetts, GO, Series H, 2.90%, 09/01/49		80		53,921
Commonwealth of Massachusetts, GO, BAB, 5.46%, 12/01/39(a)		180		185,274
Massachusetts School Building Authority, RB, BAB, 5.72%, 08/15/39		115		120,607
Massachusetts School Building Authority, Refunding RB
Series B, 1.75%, 08/15/30		75		60,955
Sub-Series B, 3.40%, 10/15/40		70		55,395
Massachusetts Water Resources Authority, Refunding RB, Series C, 2.82%, 08/01/41		65		47,096
				523,248
Michigan — 0.0%
Great Lakes Water Authority Sewage Disposal System Revenue, Refunding RB, Series A, 3.06%, 07/01/39		30		22,933
Michigan Finance Authority, Refunding RB 3.08%, 12/01/34		60		49,810

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 69

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Michigan (continued)
Michigan Finance Authority, Refunding RB (continued)
3.38%, 12/01/40	$	70	$	55,686
Michigan State Building Authority, Refunding RB, 2nd Series, 2.71%, 10/15/40		95		68,585
Michigan State University, RB, Series A, 4.17%, 08/15/2122(a)		82		60,570
Michigan Strategic Fund, RB, 3.23%, 09/01/47		85		60,278
University of Michigan, RB
Series A, 3.50%, 04/01/52(a)		60		46,808
Series A, 4.45%, 04/01/2122(a)		74		60,136
Series B, 3.50%, 04/01/52		95		74,110
				498,916
Minnesota — 0.0%
University of Minnesota, RB, 4.05%, 04/01/52		64		55,139
Missouri — 0.0%
Health & Educational Facilities Authority of the State of Missouri, RB, Series A, 3.65%, 08/15/57(a)		90		67,985
Nevada — 0.0%
County of Clark Department of Aviation, ARB, BAB, Series C, 6.82%, 07/01/45		95		113,003
New Jersey — 0.1%
New Jersey Economic Development Authority, RB, Series A, (NPFGC), 7.43%, 02/15/29		249		267,900
New Jersey Transportation Trust Fund Authority, RB, BAB
Series B, 6.56%, 12/15/40		75		80,367
Series C, 5.75%, 12/15/28		70		70,464
New Jersey Transportation Trust Fund Authority, Refunding RB, 4.08%, 06/15/39		75		61,839
New Jersey Turnpike Authority, RB, BAB, Series F, 7.41%, 01/01/40		155		191,692
Rutgers The State University of New Jersey, RB, Series P, 3.92%, 12/31/99		74		48,954
Rutgers The State University of New Jersey, Refunding RB, Series R, 3.27%, 05/01/43		80		60,889
				782,105
New York — 0.1%
City of New York, GO, BAB
Series A-2, 5.21%, 10/01/31		90		90,901
Series F-1, 6.27%, 12/01/37		85		92,912
Metropolitan Transportation Authority, RB, BAB
6.67%, 11/15/39		100		105,500
7.34%, 11/15/39		100		122,455
6.81%, 11/15/40		80		86,482
Metropolitan Transportation Authority, Refunding RB, Series C-2, 5.18%, 11/15/49		75		66,855
New York City Municipal Water Finance Authority, RB, BAB, 5.95%, 06/15/42(a)		60		66,085
New York City Municipal Water Finance Authority, Refunding RB
5.72%, 06/15/42(a)		85		91,234
6.01%, 06/15/42(a)		110		120,953
5.44%, 06/15/43		75		77,643

Security	Par (000)		Value
New York (continued)
New York City Transitional Finance Authority Future Tax Secured Revenue, RB, BAB
5.77%, 08/01/36	$	70	$	72,359
5.57%, 11/01/38		125		127,067
New York State Dormitory Authority, Refunding RB
Series B, 3.14%, 07/01/43		50		38,857
Series F, 3.11%, 02/15/39		70		54,850
New York State Thruway Authority, Refunding RB
Series M, 2.90%, 01/01/35		100		81,612
Series M, 3.50%, 01/01/42		65		51,509
New York State Urban Development Corp., RB, Series B, 3.90%, 03/15/33		100		91,650
New York State Urban Development Corp., RB, BAB, 5.77%, 03/15/39		75		77,101
Port Authority of New York & New Jersey, ARB
3.18%, 07/15/60		70		46,369
Consolidated, 192nd Series, 4.81%, 10/15/65(a)		80		74,489
Port Authority of New York & New Jersey, RB
159th Series, 6.04%, 12/01/29		75		78,758
182nd Series, 5.31%, 08/01/46		75		75,104
Consolidated, 168th Series, 4.93%, 10/01/51		220		209,209
Series AAA, 1.09%, 07/01/23		175		171,665
				2,171,619
North Carolina — 0.0%
Charlotte-Mecklenburg Hospital Authority, RB, Series S, 3.20%, 01/15/51		75		51,720
Ohio — 0.1%
American Municipal Power, Inc., RB, Series B, 8.08%, 02/15/50		100		128,309
JobsOhio Beverage System, Refunding RB
Series A, 2.83%, 01/01/38(a)		100		77,327
Series B, 3.99%, 01/01/29		75		72,929
Ohio State University, RB, Series A, 3.80%, 12/01/46		70		58,444
Ohio State University, RB, BAB, Series C, 4.91%, 06/01/40		145		146,611
Ohio Turnpike & Infrastructure Commission, Refunding RB, Series A, Junior Lien, 3.22%, 02/15/48(a)		95		67,165
Ohio Water Development Authority Water Pollution Control Loan Fund, RB, Series B-2, 4.88%, 12/01/34		75		75,159
				625,944
Oregon — 0.0%
Oregon School Boards Association, GO, Series B, (NPFGC), 5.55%, 06/30/28		75		76,386
Oregon State University, RB, (BAM), 3.42%, 03/01/60		62		42,930
State of Oregon Department of Transportation, RB, BAB, Series A, 5.83%, 11/15/34		70		74,977
State of Oregon, GO, 5.89%, 06/01/27		140		144,149
				338,442
Pennsylvania — 0.0%
City of Philadelphia Pennsylvania Water & Wastewater Revenue, Refunding RB, Series B, 2.93%, 07/01/45		70		47,974
Commonwealth Financing Authority, RB, Series A, 2.99%, 06/01/42(a)		225		157,323

70 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Pennsylvania (continued)
Pennsylvania State University, Refunding RB
Series D, 2.79%, 09/01/43(a)	$	100	$	73,398
Series D, 2.84%, 09/01/50		65		44,438
Pennsylvania Turnpike Commission, RB, BAB, Series B, 5.51%, 12/01/45(a)		140		140,774
University of Pittsburgh-of the Commonwealth System of Higher Education, RB, 3.56%, 09/15/2119		62		38,600
				502,507
South Carolina — 0.0%
South Carolina Public Service Authority, RB, BAB, Series C, 6.45%, 01/01/50		74		77,851
Tennessee — 0.0%
Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, RB, Series B, 4.05%, 07/01/26		62		59,138
Texas — 0.1%
City of San Antonio Texas Electric & Gas Systems Revenue, RB, 4.43%, 02/01/42		65		59,277
City of San Antonio Texas Electric & Gas Systems Revenue, RB, BAB
5.72%, 02/01/41		75		77,997
Junior Lien, 5.81%, 02/01/41		95		99,889
Dallas Area Rapid Transit, Refunding RB, Series A, Senior Lien, 2.61%, 12/01/48(a)		70		45,522
Dallas Fort Worth International Airport, ARB, Series A, 4.51%, 11/01/51		75		67,987
Dallas Fort Worth International Airport, Refunding RB
2.84%, 11/01/46		65		46,156
Series A, 2.99%, 11/01/38		75		60,009
Series A, 3.14%, 11/01/45		75		55,837
Series C, 2.92%, 11/01/50		160		111,953
Grand Parkway Transportation Corp., Refunding RB, Subordinate, 3.24%, 10/01/52		200		142,984
North Texas Tollway Authority, RB, BAB, Series B, 6.72%, 01/01/49		96		115,034
North Texas Tollway Authority, Refunding RB, 3.01%, 01/01/43		35		25,631
State of Texas, GO, BAB, 5.52%, 04/01/39(a)		110		116,050
Texas Private Activity Bond Surface Transportation Corp., RB, Series B, 3.92%, 12/31/49		80		59,753
Texas Transportation Commission State Highway Fund, RB, BAB, Series B, 5.18%, 04/01/30		110		112,280
Texas Transportation Commission, Refunding GO, 2.47%, 10/01/44		185		127,137
				1,323,496
Virginia — 0.0%
University of Virginia, RB, Series C, 4.18%, 09/01/2117		60		44,274
University of Virginia, Refunding RB
2.26%, 09/01/50(a)		120		71,757
Series U, 2.58%, 11/01/51		85		54,182
				170,213

Security	Par (000)		Value
Washington — 0.0%
State of Washington, GO, BAB, Series B, 5.14%, 08/01/40	$	75	$	75,065
Wisconsin — 0.0%
State of Wisconsin, RB, Series A, (AGM), 5.70%, 05/01/26		70		70,931
State of Wisconsin, Refunding RB, Series A, 3.95%, 05/01/36		110		96,005
				166,936
Total Municipal Bonds — 0.7% (Cost: $19,079,344)				15,722,709
Non-Agency Mortgage-Backed Securities
Commercial Mortgage-Backed Securities — 1.0%
Bank
Series 2019-BN18, Class A4, 3.58%, 05/15/62		341		309,309
Series 2019-BN21, Class A5, 2.85%, 10/17/52		936		808,861
Series 2020-BN27, Class A5, 2.14%, 04/15/63		925		751,031
BBCMS Mortgage Trust, Series 2017-C1, Class A4, 3.67%, 02/15/50		392		367,175
BBCMS Trust, Series 2021-C10, Class A5, 2.49%, 07/15/54		1,577		1,303,148
Benchmark Mortgage Trust
Series 2018-B5, Class A4, 4.21%, 07/15/51		511		487,794
Series 2019-B10, Class A4, 3.72%, 03/15/62		546		504,234
Series 2019-B11, Class A4, 3.28%, 05/15/52		681		614,720
Series 2019-B9, Class A5, 4.02%, 03/15/52		511		481,309
Series 2020-B19, Class B, 2.35%, 09/15/53		193		141,511
Series 2020-B21, Class A4, 1.70%, 12/17/53		612		486,713
Series 2020-B21, Class A5, 1.98%, 12/17/53		410		327,008
Series 2021-B29, Class A5, 2.39%, 09/15/54		567		458,412
Citigroup Commercial Mortgage Trust
Series 2013-GC17, Class A4, 4.13%, 11/10/46		130		128,124
Series 2014-GC25, Class A4, 3.64%, 10/10/47		87		83,676
Series 2014-GC25, Class AS, 4.02%, 10/10/47		257		244,129
Series 2016-GC37, Class A4, 3.31%, 04/10/49		597		557,133
Series 2016-P5, Class A4, 2.94%, 10/10/49		171		156,471
Series 2017-P7, Class A4, 3.71%, 04/14/50		384		359,817
Commercial Mortgage Trust
Series 2013-CR12, Class A4, 4.05%, 10/10/46		223		218,827
Series 2014-CR20, Class A3, 3.33%, 11/10/47		702		669,450
Series 2014-UBS2, Class A5, 3.96%, 03/10/47		87		85,026
Series 2015-PC1, Class A5, 3.90%, 07/10/50		257		246,208
Series 2016-CR28, Class A4, 3.76%, 02/10/49		130		123,510
CSAIL Commercial Mortgage Trust
Series 2015-C3, Class A4, 3.72%, 08/15/48		171		162,766
Series 2016-C7, Class A5, 3.50%, 11/15/49		816		760,099
Series 2018-CX11, Class A5, 4.03%, 04/15/51(b)		681		634,678
DBJPM Mortgage Trust, Series 2016-C3, Class A5, 2.89%, 08/10/49		1,275		1,166,489
GS Mortgage Securities Corp. II, Series 2018- GS10, Class A5, 4.16%, 07/10/51(b)		511		481,105
GS Mortgage Securities Trust
Series 2014-GC24, Class A5, 3.93%, 09/10/47		1,191		1,150,479
Series 2015-GC30, Class A4, 3.38%, 05/10/50		104		98,616
Series 2015-GS1, Class A3, 3.73%, 11/10/48		392		372,016

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 71

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Commercial Mortgage-Backed Securities (continued)
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2014-C20, Class A5, 3.80%, 07/15/47	$	240	$	233,065
JPMBB Commercial Mortgage Securities Trust
Series 2014-C18, Class A5, 4.08%, 02/15/47		87		85,000
Series 2014-C22, Class A4, 3.80%, 09/15/47		75		72,556
Series 2015-C31, Class A3, 3.80%, 08/15/48		334		316,973
JPMCC Commercial Mortgage Securities Trust, Series 2017-JP7, Class A5, 3.45%, 09/15/50		597		549,969
JPMDB Commercial Mortgage Securities Trust, Series 2017-C7, Class A5, 3.41%, 10/15/50		1,021		937,969
Morgan Stanley Bank of America Merrill Lynch Trust
Series 2013-C10, Class AS, 4.07%, 07/15/46(b)		427		420,926
Series 2014-C16, Class A4, 3.60%, 06/15/47		489		476,262
Series 2015-C24, Class A4, 3.73%, 05/15/48		130		123,610
Series 2016-C28, Class A4, 3.54%, 01/15/49		1,151		1,082,700
Morgan Stanley Capital I Trust
Series 2015-UBS8, Class A4, 3.81%, 12/15/48		203		192,021
Series 2018-H3, Class A4, 3.91%, 07/15/51		511		478,103
Series 2019-H6, Class A4, 3.42%, 06/15/52		102		91,448
Series 2019-L3, Class AS, 3.49%, 11/15/52		132		112,630
Wells Fargo Commercial Mortgage Trust
Series 2014-LC18, Class ASB, 3.24%, 12/15/47		164		159,931
Series 2015-C27, Class A5, 3.45%, 02/15/48		257		244,522
Series 2015-SG1, Class A4, 3.79%, 09/15/48		825		787,470
Series 2019-C49, Class A5, 4.02%, 03/15/52		655		610,952
Series 2020-C56, Class A5, 2.45%, 06/15/53		530		440,192
Series 2020-C58, Class A4, 2.09%, 07/15/53		481		383,939
Total Non-Agency Mortgage-Backed Securities — 1.0% (Cost: $25,555,512)				22,540,082
Preferred Securities
Capital Trusts — 0.0%
Diversified Financial Services — 0.0%
Goldman Sachs Capital I, 6.35%, 02/15/34(a)		87		89,446
Electric Utilities — 0.0%
American Electric Power Co., Inc., 3.88%, 02/15/62(b)		71		55,316
Insurance — 0.0%
MetLife, Inc., 6.40%, 12/15/66(a)		104		100,578
Prudential Financial, Inc., 5.38%, 05/15/45(b)		87		84,127
				184,705
				329,467
Total Preferred Securities — 0.0% (Cost: $369,965)				329,467
U.S. Government Sponsored Agency Securities
Agency Obligations — 0.8%
Fannie Mae
2.63%, 09/06/24(a)		1,021		990,522
0.50%, 06/17/25		3,395		3,089,130
6.25%, 05/15/29		909		1,018,301
7.13%, 01/15/30		1,698		2,014,007
7.25%, 05/15/30		3,487		4,183,187
0.88%, 08/05/30		1,191		945,405

Security	Par (000)			Value
Agency Obligations (continued)
Fannie Mae (continued)
6.63%, 11/15/30(a)	$	53		$	62,151
Federal Home Loan Bank
2.75%, 12/13/24		855			827,611
3.13%, 06/13/25		1,640			1,593,436
5.50%, 07/15/36		370			406,368
Federal Home Loan Mortgage Corp.
0.38%, 07/21/25		82			74,206
6.75%, 03/15/31		477			562,905
6.25%, 07/15/32(a)		562			655,478
Tennessee Valley Authority
1.50%, 09/15/31		70			54,926
5.88%, 04/01/36		359			393,695
3.50%, 12/15/42		74			61,402
					16,932,730
Mortgage-Backed Securities — 28.7%
Fannie Mae
Series 2014-M13, Class A2, 3.02%, 08/25/24(b)		44			42,636
Series 2016-M5, Class A2, 2.47%, 04/25/26		1,039			965,259
Series 2017-M15, Class A2, 2.96%, 09/25/27(b)		635			598,636
Series 2018-M12, Class A2, 3.63%, 08/25/30(b)		511			482,491
Series 2019-M22, Class A2, 2.52%, 08/25/29		779			690,021
Series 2020-M46, Class A2, 1.32%, 05/25/30		932			753,407
Series 2021-M17, Class A2, 1.71%, 07/25/31(b)		511			405,783
Series 2022-M21, Class A2, 1.60%, 04/25/31(b)		724			575,991
Fannie Mae Mortgage-Backed Securities
2.00%, 01/01/37 - 03/01/37		501			446,616
3.00%, 02/01/47		214			195,404
4.00%, 02/01/47 - 02/01/57		1,697			1,605,594
3.50%, 08/01/49 - 11/01/51		2,254			2,078,962
4.50%, 05/01/52 - 12/01/52		5,321			5,136,665
5.00%, 10/01/52 - 12/01/52		2,076			2,066,229
5.50%, 12/01/52		175			177,726
(12 mo. LIBOR US + 1.53%), 3.21%, 05/01/43(b)		10			9,598
(12 mo. LIBOR US + 1.54%), 3.38%, 06/01/43(b)		13			13,347
(12 mo. LIBOR US + 1.70%), 3.95%, 08/01/42(b)		3			2,848
(12 mo. LIBOR US + 1.75%), 4.00%, 08/01/41(b)		1			1,358
(12 mo. LIBOR US + 1.83%), 4.08%, 11/01/40(b)		2			1,512
Freddie Mac Mortgage-Backed Securities
8.00%, 12/01/24		1			1,429
3.00%, 03/01/27 - 10/01/47		7,896			7,170,726
2.50%, 07/01/28 - 01/01/33		1,951			1,826,966
3.50%, 03/01/32 - 06/01/49		7,727			7,211,005
5.00%, 04/01/33 - 11/01/52		2,319			2,302,183
4.00%, 05/01/33 - 01/01/49		2,674			2,562,977
5.50%, 06/01/35 - 12/01/52		849			862,552
4.50%, 06/01/38 - 10/01/52		2,341			2,286,836
(12 mo. LIBOR US + 1.50%), 3.25%, 06/01/43(b)		—	(e)		341
(12 mo. LIBOR US + 1.73%), 3.77%, 08/01/41(b)		2			1,776
(12 mo. LIBOR US + 1.82%), 3.36%, 09/01/40(b)		2			2,168
Freddie Mac Multifamily Structured Pass-Through Certificates
Series K041, Class A2, 3.17%, 10/25/24		1,275			1,234,933

72 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Mortgage-Backed Securities (continued)
Freddie Mac Multifamily Structured Pass-Through Certificates (continued)
Series K052, Class A2, 3.15%, 11/25/25	$	130	$	124,894
Series K063, Class A2, 3.43%, 01/25/27(b)		850		815,844
Series K066, Class A2, 3.12%, 06/25/27		597		564,657
Series K067, Class A1, 2.90%, 03/25/27		477		457,374
Series K076, Class A2, 3.90%, 04/25/28		341		332,354
Series K088, Class A2, 3.69%, 01/25/29		87		83,628
Series K100, Class A2, 2.67%, 09/25/29		1,698		1,519,441
Series K101, Class A2, 2.52%, 10/25/29		960		849,643
Series K110, Class A2, 1.48%, 04/25/30		450		366,692
Series K111, Class A2, 1.35%, 05/25/30		171		137,442
Series K123, Class A2, 1.62%, 12/25/30		1,698		1,372,296
Series K126, Class A2, 2.07%, 01/25/31		1,856		1,552,507
Series K-1521, Class A2, 2.18%, 08/25/36		813		605,611
Series K727, Class A2, 2.95%, 07/25/24		734		712,367
Series K734, Class A2, 3.21%, 02/25/26		969		930,121
Ginnie Mae Mortgage-Backed Securities
5.50%, 12/15/32 - 01/23/53(f)		1,037		1,044,085
6.00%, 03/15/35 - 10/20/38		14		14,392
6.50%, 09/15/36		10		10,021
4.50%, 07/15/39 - 01/23/53(f)		9,095		8,866,892
5.00%, 11/15/39 - 01/23/53(f)		4,681		4,657,299
4.00%, 03/15/41 - 01/23/53(f)		15,645		14,891,744
3.50%, 09/20/42 - 01/23/53(f)		22,079		20,543,130
3.00%, 01/20/43 - 01/23/53(f)		27,438		24,661,587
2.50%, 05/20/45 - 01/23/53(f)		37,393		32,380,308
2.00%, 07/20/50 - 01/23/53(f)		34,127		28,679,825
1.50%, 10/20/51		172		137,956
Uniform Mortgage-Backed Securities
4.50%, 05/01/24 - 01/12/53(f)		15,186		14,758,542
4.00%, 10/01/25 - 01/12/53(f)		31,655		30,098,998
3.50%, 02/01/26 - 05/01/50(f)		40,824		37,810,157
3.00%, 01/01/27 - 01/12/53(f)		69,791		62,639,683
2.50%, 09/01/28 - 01/12/53(f)		127,903		110,131,321
7.00%, 02/01/32		2		1,676
6.50%, 07/01/32		8		7,949
5.00%, 11/01/33 - 01/12/53(f)		8,622		8,526,106
6.00%, 03/01/34 - 02/01/49		274		288,301
2.00%, 12/01/35 - 03/01/52(f)		187,817		156,628,756
1.50%, 03/01/36 - 11/01/51		27,900		22,681,501
5.50%, 04/01/36 - 01/12/53(f)		8,362		8,391,366
				639,990,441
Total U.S. Government Sponsored Agency Securities — 29.5% (Cost: $745,493,469)				656,923,171
U.S. Treasury Obligations
U.S. Treasury Bonds
7.50%, 11/15/24		850		896,152
7.63%, 02/15/25		67		71,261
6.88%, 08/15/25		1,359		1,443,247
6.00%, 02/15/26		1,300		1,367,303
6.75%, 08/15/26		1,275		1,384,471
6.63%, 02/15/27(a)		597		652,316
5.25%, 11/15/28 - 02/15/29		2,379		2,522,112
6.13%, 08/15/29		1,275		1,425,012
5.38%, 02/15/31		1,021		1,120,587
4.50%, 02/15/36 - 08/15/39		3,335		3,545,540
4.75%, 02/15/37 - 02/15/41		2,750		2,998,019
5.00%, 05/15/37		1,885		2,105,162

Security	Par (000)		Value
U.S. Treasury Obligations (continued)
U.S. Treasury Bonds (continued)
4.38%, 02/15/38 - 05/15/41	$	3,540	$	3,685,717
3.50%, 02/15/39		1,139		1,069,815
4.25%, 05/15/39 - 11/15/40		3,278		3,365,492
4.63%, 02/15/40		2,755		2,960,656
1.13%, 05/15/40 - 08/15/40		6,045		3,763,597
3.88%, 08/15/40		657		640,883
1.38%, 11/15/40 - 08/15/50(a)		6,111		3,716,332
1.88%, 02/15/41 - 11/15/51(a)		20,215		13,174,501
2.25%, 05/15/41 - 02/15/52(a)		16,345		11,567,684
1.75%, 08/15/41(a)		4,091		2,799,618
3.75%, 08/15/41 - 11/15/43		5,884		5,532,928
2.00%, 11/15/41 - 08/15/51(a)		17,459		11,766,759
3.13%, 11/15/41 - 05/15/48(a)		13,014		11,082,539
2.38%, 02/15/42 - 05/15/51		14,340		10,469,112
3.00%, 05/15/42 - 08/15/52(a)		26,477		21,803,668
3.25%, 05/15/42		4,100		3,594,547
2.75%, 08/15/42 - 11/15/47(a)		11,462		9,072,922
3.38%, 08/15/42 - 11/15/48(a)		8,439		7,484,409
2.88%, 05/15/43 - 05/15/52(a)		17,969		14,483,713
3.63%, 08/15/43 - 02/15/44		3,144		2,886,400
2.50%, 02/15/45 - 05/15/46(a)		9,048		6,777,282
1.25%, 05/15/50		4,072		2,191,404
1.63%, 11/15/50(a)		7,231		4,302,445
U.S. Treasury Notes
2.25%, 01/31/24 - 11/15/27(a)		50,072		47,663,900
2.50%, 01/31/24 - 03/31/27		21,078		20,206,282
0.13%, 02/15/24(a)		16,962		16,115,888
2.75%, 02/15/24 - 08/15/32(a)		33,131		31,228,735
2.13%, 02/29/24 - 05/15/25(a)		15,489		14,845,057
0.25%, 03/15/24 - 10/31/25(a)		53,556		49,203,553
0.38%, 04/15/24 - 09/30/27(a)		55,695		50,525,802
2.00%, 04/30/24 - 11/15/26(a)		23,340		22,230,069
1.75%, 06/30/24 - 03/15/25(a)		27,233		25,906,302
2.38%, 08/15/24 - 05/15/29(a)		13,664		12,604,191
1.88%, 08/31/24 - 02/15/32(a)		16,686		14,623,135
1.50%, 09/30/24 - 02/15/30(a)		32,992		30,156,696
4.25%, 09/30/24 - 10/15/25		12,000		11,968,945
0.63%, 10/15/24 - 08/15/30(a)		35,519		30,394,369
0.75%, 11/15/24 - 01/31/28(a)		31,500		28,197,270
1.00%, 12/15/24 - 07/31/28(a)		13,572		12,119,637
3.00%, 07/15/25 - 10/31/25(a)		15,993		15,470,463
2.88%, 07/31/25 - 05/15/32		27,115		25,467,916
3.13%, 08/15/25 - 08/31/29(a)		22,091		21,234,608
3.50%, 09/15/25(a)		4,000		3,920,000
4.50%, 11/15/25		9,000		9,054,141
4.00%, 12/15/25 - 11/15/52(a)		13,700		13,629,437
2.63%, 01/31/26 - 07/31/29(a)		14,295		13,270,879
1.63%, 02/15/26 - 05/15/31(a)		43,145		38,627,876
0.50%, 02/28/26 - 10/31/27(a)		28,807		24,985,377
0.88%, 06/30/26 - 11/15/30		12,897		10,851,111
1.38%, 08/31/26 - 11/15/31		24,450		20,717,664
1.13%, 10/31/26 - 02/15/31		32,054		27,293,900
1.25%, 11/30/26 - 08/15/31(a)		53,147		45,792,200
3.25%, 06/30/27 - 06/30/29		9,500		9,140,859

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 73

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)			Value
U.S. Treasury Obligations (continued)
U.S. Treasury Notes (continued)
4.13%, 09/30/27 - 11/15/32(a)	$	16,000		$	16,143,203
3.88%, 11/30/27 - 12/31/29(a)		16,000			15,903,087
Total U.S. Treasury Obligations — 40.7% (Cost: $1,018,208,512)					907,216,157
Total Long-Term Investments — 99.4% (Cost: $2,508,624,161)					2,213,711,888
	Shares
Short-Term Securities
Money Market Funds — 28.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(g)(h)(i)		632,556,129			632,745,896
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(g)(h)		100,000			100,000
					632,845,896
	Par (000)
U.S. Government Sponsored Agency Securities — 0.2%
Fannie Mae
2.38%, 01/19/23	$	86			85,927
0.25%, 07/10/23		1,698			1,658,181
Federal Home Loan Mortgage Corp., 0.25%, 08/24/23 -12/04/23		1,878			1,810,342
Freddie Mac Multifamily Structured Pass Through Certificates, Series K036, Class A2, 3.53%, 10/25/23(b)		206			203,672
Ginnie Mae Mortgage-Backed Securities, 7.50%, 12/15/23		—	(e)		457
					3,758,579
Total Short-Term Securities — 28.6% (Cost: $636,450,994)					636,604,475
Total Investments Before TBA Sale Commitments — 128.0% (Cost: $3,145,075,155)					2,850,316,363

Security	Par (000)			Value
TBA Sale Commitments(f)
Mortgage-Backed Securities — (0.4)%
Ginnie Mae Mortgage-Backed Securities
3.50%, 01/23/53	$	(2,141	)	$	(1,966,755	)
4.00%, 01/23/53		(1,800	)		(1,702,975	)
5.00%, 01/23/53		(75	)		(74,305	)
5.50%, 01/23/53		(500	)		(502,796	)
Uniform Mortgage-Backed Securities
2.00%, 01/17/38		(231	)		(205,412	)
3.00%, 01/17/38 - 01/12/53		(2,725	)		(2,426,336	)
4.50%, 01/12/53		(600	)		(577,354	)
5.00%, 01/12/53		(727	)		(716,256	)
5.50%, 01/12/53		(1,012	)		(1,014,496	)
Total TBA Sale Commitments — (0.4)% (Proceeds: $(9,272,789))					(9,186,685	)
Total Investments, Net of TBA Sale Commitments — 127.6% (Cost: $3,135,802,366)					2,841,129,678
Liabilities in Excess of Other Assets — (27.6)%					(613,801,224	)
Net Assets — 100.0%				$	2,227,328,454

^(a)  All or a portion of this security is on loan.

^(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)  Step coupon security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect.

^(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)  Rounds to less than 1,000.

^(f)  Represents or includes a TBA transaction.

^(g)  Affiliate of the Master Portfolio.

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

(i) All or a portion of this security was purchased with the cash collateral from loaned securities.

For Master Portfolio compliance purposes, the Master Portfolio’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.

74 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments   (continued) December 31, 2022 U.S. Total Bond Index Master Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost		Proceeds from Sales			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	4,890,087,111	$	—	$	(4,256,390,780	)(a)	$	721,461	$	(1,671,896	)	$	632,745,896		632,556,129	$	4,667,866	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares		100,000		—		—			—		—			100,000		100,000		1,560			—
								$	721,461	$	(1,671,896	)	$	632,845,896			$	4,669,426		$	—

^(a)  Represents net amount purchased (sold).

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

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1		Level 2			Level 3		Total
Assets
Investments
Long-Term Investments
Asset-Backed Securities	$	—	$	5,573,441		$	—	$	5,573,441
Corporate Bonds		—		559,143,554			—		559,143,554
Foreign Agency Obligations		—		46,263,307			—		46,263,307
Municipal Bonds		—		15,722,709			—		15,722,709
Non-Agency Mortgage-Backed Securities		—		22,540,082			—		22,540,082
Preferred Securities
Capital Trusts		—		329,467			—		329,467
U.S. Government Sponsored Agency Securities		—		656,923,171			—		656,923,171
U.S. Treasury Obligations		—		907,216,157			—		907,216,157
Short-Term Securities
Money Market Funds		632,845,896		—			—		632,845,896
U.S. Government Sponsored Agency Securities		—		3,758,579			—		3,758,579
Liabilities
Investments
TBA Sale Commitments		—		(9,186,685	)		—		(9,186,685	)
	$	632,845,896	$	2,208,283,782		$	—	$	2,841,129,678

See notes to financial statements.

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 75

Statement of Assets and Liabilities  

December 31, 2022

	U.S. Total Bond Index Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	2,217,470,467
Investments, at value — affiliated(c)		632,845,896
Receivables:
Investments sold		15,289,077
Securities lending income — affiliated		130,889
TBA sale commitments		9,272,789
Dividends — unaffiliated		258,420
Dividends — affiliated		1,515
Interest — unaffiliated		13,662,336
Principal paydowns		23
Prepaid expenses		1,984
Total assets		2,888,933,396
LIABILITIES
Bank overdraft		8,728
Cash received as collateral for TBA commitments		491,000
Collateral on securities loaned		551,956,872
TBA sale commitments, at value(d)		9,186,685
Payables:
Investments purchased		82,621,978
Withdrawals to investors		17,133,644
Investment advisory fees		73,231
Trustees’ fees		60,530
Professional fees		72,274
Total liabilities		661,604,942
NET ASSETS	$	2,227,328,454
NET ASSETS CONSIST OF
Investors’ capital	$	2,522,001,142
Net unrealized appreciation (depreciation)		(294,672,688	)
NET ASSETS	$	2,227,328,454
(a) Investments, at cost — unaffiliated	$	2,512,488,628
(b) Securities loaned, at value	$	526,293,580
(c) Investments, at cost — affiliated	$	632,586,527
(d) Proceeds from TBA sale commitments	$	9,272,789

See notes to financial statements.

76 2 0 2 2   BLACK ROCK    ANNUAL  REPORT  TO  SHAREHOLDERS

Statement of Operations

Year Ended December 31, 2022

	U.S. Total Bond Index Master Portfolio
INVESTMENT INCOME
Dividends — affiliated	$	2,356,311
Interest — unaffiliated		156,458,852
Securities lending income — affiliated — net		2,313,115
Total investment income		161,128,278
EXPENSES
Investment advisory		3,132,278
Trustees		97,151
Professional		28,310
Total expenses		3,257,739
Less:
Fees waived and/or reimbursed by the Manager		(484,087	)
Total expenses after fees waived and/or reimbursed		2,773,652
Net investment income		158,354,626
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		(196,179,673	)
Investments — affiliated		721,461
		(195,458,212	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(1,657,830,755	)
Investments — affiliated		(1,671,896	)
		(1,659,502,651	)
Net realized and unrealized loss		(1,854,960,863	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,696,606,237	)

See notes to financial statements.

FINANCIAL  STATEMENTS 77

Statements of Changes in Net Assets

	U.S. Total Bond Index Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	158,354,626		$	292,008,830
Net realized gain (loss)		(195,458,212	)		13,595,213
Net change in unrealized appreciation (depreciation)		(1,659,502,651	)		(559,048,253	)
Net decrease in net assets resulting from operations		(1,696,606,237	)		(253,444,210	)
CAPITAL TRANSACTIONS
Proceeds from contributions		2,239,384,174			4,684,584,990
Value of withdrawals		(15,804,951,555	)		(1,730,769,802	)
Net increase (decrease) in net assets derived from capital transactions		(13,565,567,381	)		2,953,815,188
NET ASSETS
Total increase (decrease) in net assets		(15,262,173,618	)		2,700,370,978
Beginning of year		17,489,502,072			14,789,131,094
End of year	$	2,227,328,454		$	17,489,502,072

See notes to financial statements.

78 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights

	U.S. Total Bond Index Master Portfolio
			Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return			(13.02	)%		(1.79	)%		7.65	%		8.72	%(a)		(0.07	)%
Ratios to Average Net Assets(b)
Total expenses			0.04	%		0.04	%		0.04	%		0.04	%		0.04	%
Total expenses after fees waived and/or reimbursed			0.04	%		0.03	%		0.03	%		0.04	%		0.03	%
Net investment income			2.02	%		1.81	%		2.31	%		2.90	%		2.74	%
Supplemental Data
Net assets, end of year (000)		$	2,227,328		$	17,489,502		$	14,789,131		$	11,182,645		$	8,327,639
Portfolio turnover rate(c)(d)			161	%(e)		175	%		186	%		158	%		274	%

^(a)  Includes payment from an affiliate, which had no impact on the Fund’s total return.

^(b)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(c)  Portfolio turnover rates include TBA transactions, if any.

^(d)  Includes mortgage dollar roll transactions (“MDRs”). Additional information regarding portfolio turnover rate is as follows:

	Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Portfolio turnover rate (excluding MDRs)		93	%(e)		89	%		101	%		97	%		162	%

^(e)  Portfolio turnover rate excludes in-kind transactions.

See notes to financial statements.

MASTER   PORTFOLIO  FINANCIAL  HIGHLIGHTS 79

Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. U.S. Total Bond Index Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or 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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

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. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

In-Kind Redemptions: The Master Portfolio transferred securities and cash to shareholders in connection with in-kind redemption transactions. For the year ended December 31, 2022, Master Portfolio had in-kind redemptions of $12,081,982,668. For tax and financial reporting purposes, no gains or losses were recognized.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 Master Portfolio (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio 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 Master Portfolio’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. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third-party pricing service. 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.

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

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

80 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements  (continued)

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the 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 Master Portfolio has the ability to access;

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

Multiple Class Pass-Through Securities: Multiple class pass-through securities, including collateralized mortgage obligations (“CMOs”) and commercial mortgage-backed securities, may be issued by Ginnie Mae, U.S. Government agencies or instrumentalities or by trusts formed by private originators of, or investors in, mortgage loans. In general, CMOs are debt obligations of a legal entity that are collateralized by a pool of residential or commercial mortgage loans or mortgage pass-through securities (the “Mortgage Assets”). The payments on these are used to make payments on the CMOs or multiple pass-through securities. Multiple class pass-through securities represent direct ownership interests in the Mortgage Assets. Classes of CMOs include interest only (“IOs”), principal only (“POs”), planned amortization classes and targeted amortization classes. IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages, the cash flow from which has been separated into interest and principal components. IOs receive the interest portion of the cash flow while POs receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the principal is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slower than anticipated, the life of the PO is lengthened and the yield to maturity is reduced. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a fund’s initial investment in the IOs may not fully recoup.

Capital Securities and Trust Preferred Securities: Capital securities, including trust preferred securities, are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics. In the case of trust preferred securities, an affiliated business trust of a corporation issues these securities,

MASTER    PORTFOLIO  NOTES  TO  FINANCIAL  STATEMENTS 81

Notes to Financial Statements  (continued)

generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The securities can be structured with either a fixed or adjustable coupon that can have either a perpetual or stated maturity date. For trust preferred securities, the issuing bank or corporation pays interest to the trust, which is then distributed to holders of these securities as a dividend. Dividends can be deferred without creating an event of default or acceleration, although maturity cannot take place unless all cumulative payment obligations have been met. The deferral of payments does not affect the purchase or sale of these securities in the open market. These securities generally are rated below that of the issuing company’s senior debt securities and are freely callable at the issuer’s option.

TBA Commitments: TBA commitments are forward agreements for the purchase or sale of securities, including mortgage-backed securities for a fixed price, with payment and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the trade date. However, delivered securities must meet specified terms, including issuer, rate and mortgage terms. When entering into TBA commitments, a fund may take possession of or deliver the underlying mortgage-backed securities but can extend the settlement or roll the transaction. TBA commitments involve a risk of loss if the value of the security to be purchased or sold declines or increases, respectively, prior to settlement date, if there are expenses or delays in connection with the TBA transactions, or if the counterparty fails to complete the transaction.

In order to better define contractual rights and to secure rights that will help a fund mitigate its counterparty risk, TBA commitments may be entered into by a fund under Master Securities Forward Transaction Agreements (each, an “MSFTA”). An MSFTA typically contains, among other things, collateral posting terms and netting provisions in the event of default and/or termination event. The collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of the collateral currently pledged by a fund and the counterparty. Cash collateral that has been pledged to cover the obligations of a fund and cash collateral received from the counterparty, if any, is reported separately in the Statement of Assets and Liabilities as cash pledged as collateral for TBA commitments or cash received as collateral for TBA commitments, respectively. Non-cash collateral pledged by a fund, if any, is noted in the Schedule of Investments. Typically, a fund is permitted to sell, re-pledge or use the collateral it receives; however, the counterparty is not permitted to do so. To the extent amounts due to a fund are not fully collateralized, contractually or otherwise, a fund bears the risk of loss from counterparty non-performance.

Mortgage Dollar Roll Transactions: The Master Portfolio may sell TBA mortgage-backed securities and simultaneously contract to repurchase substantially similar (i.e., same type, coupon and maturity) securities on a specific future date at an agreed upon price. During the period between the sale and repurchase, a fund is not entitled to receive interest and principal payments on the securities sold. Mortgage dollar roll transactions are treated as purchases and sales and a fund realizes gains and losses on these transactions. Mortgage dollar rolls involve the risk that the market value of the securities that a fund is required to purchase may decline below the agreed upon repurchase price of those securities.

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Barclays Bank PLC	$	5,888,808	$	(5,888,808	)	$	—		$	—
Barclays Capital, Inc.		13,314,392		(13,314,392	)		—			—
BMO Capital Markets Corp.		3,779,226		(3,779,226	)		—			—
BNP Paribas SA		41,488,671		(41,488,671	)		—			—
BofA Securities, Inc.		32,509,952		(32,509,952	)		—			—
Citadel Clearing LLC		95,406		(95,406	)		—			—
Citigroup Global Markets, Inc.		74,182,654		(74,182,654	)		—			—
Credit Agricole Corporate & Investment Bank SA		5,779,981		(5,779,981	)		—			—

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Notes to Financial Statements  (continued)

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Credit Suisse AG	$	397,511	$	(397,511	)	$	—		$	—
Credit Suisse Securities (USA) LLC		633,958		(633,958	)		—			—
Deutsche Bank Securities, Inc.		14,392,318		(14,392,318	)		—			—
Goldman Sachs & Co. LLC		39,363,366		(39,363,366	)		—			—
HSBC Securities (USA), Inc.		34,680,329		(34,680,329	)		—			—
J.P. Morgan Securities LLC		131,105,987		(131,105,987	)		—			—
Jefferies LLC		10,599,856		(10,599,856	)		—			—
Morgan Stanley		56,035,862		(56,035,862	)		—			—
National Financial Services LLC		105,911		(105,911	)		—			—
Nomura Securities International, Inc.		1,369,693		(1,369,693	)		—			—
Pershing LLC		11,359,272		(11,359,272	)		—			—
RBC Capital Markets LLC		27,241,773		(27,241,773	)		—			—
Scotia Capital (USA), Inc.		949,314		(949,314	)		—			—
State Street Bank & Trust Co.		269,990		(269,990	)		—			—
TD Securities (USA) LLC		2,548,558		(2,548,558	)		—			—
Toronto-Dominion Bank		6,262,415		(6,262,415	)		—			—
UBS AG		50,069		(50,069	)		—			—
Wells Fargo Bank N.A.		432,435		(432,435	)		—			—
Wells Fargo Securities LLC		11,455,873		(11,455,873	)		—			—
	$	526,293,580	$	(526,293,580	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

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

5. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.04% of the average daily value of the Master Portfolio’s net assets.

Administration: MIP, on behalf of the Master Portfolio, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL”), which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Master Portfolio’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Master Portfolio.

BAL is not entitled to compensation for providing administrative services to the Master Portfolio, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolio.

Expense Waivers and Reimbursements: The fees and expenses of MIP’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Master Portfolio’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. BAL and BFA have contractually agreed to reimburse the Master Portfolio or provide an offsetting credit against the administration fees paid by the Master Portfolio in an amount equal to these independent expenses through June 30, 2023. The amount waived is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $125,461.

The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amounts waived were $358,626.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Master Portfolio’s Independent Trustees. For the year ended December 31, 2022, there were no fees waived by the Manager pursuant to this arrangement.

MASTER    PORTFOLIO  NOTES  TO  FINANCIAL  STATEMENTS 83

Notes to Financial Statements  (continued)

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $879,345 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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 December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
U.S. Total Bond Index Master Portfolio	$	29,549,466	$	8,405,741	$	(118,641	)

6. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, including paydowns/payups, mortgage dollar rolls and excluding short-term securities and in-kind transactions, were as follows:

	U.S. Government Securities				Other Securities
Master Portfolio Name	Purchases		Sales		Purchases		Sales
U.S. Total Bond Index Master Portfolio	$	804,618,693	$	1,082,165,620	$	11,640,477,611	$	12,536,205,266

For the year ended December 31, 2022, purchases and sales related to mortgage dollar rolls were $5,212,291,707 and $5,222,315,498, respectively.

For the year ended December 31, 2022, purchases and sales related to in-kind transactions were $0 and $12,081,982,668, respectively.

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Notes to Financial Statements  (continued)

7. INCOME TAX INFORMATION

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

After May 23, 2022, the Master Portfolio was no longer considered a partnership. The feeder of the Master Portfolio is treated as the owner of the net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. No U.S. federal income tax provision was required.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

8. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

9. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

BFA uses a “passive” or index approach to try to achieve the Master Portfolio’s investment objective following the securities included in its underlying index during upturns as well as downturns. BFA does not take steps to reduce market exposure or to lessen the effects of a declining market. Divergence from the underlying index and the composition of the portfolio is monitored by BFA.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Market Risk: The Master Portfolio 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 Master Portfolio to reinvest in lower yielding securities. The Master Portfolio may also be exposed to reinvestment risk, which is the risk that income from the Master Portfolio’s portfolio will decline if the Master Portfolio invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below the Master Portfolio portfolio’s current earnings rate.

Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions, credit rating downgrades, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. Municipal securities can be significantly affected by political or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to, taxation, legislative changes or the rights of municipal security holders, including in connection with an issuer insolvency. Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the tax benefits supporting the project or assets or the inability to collect revenues for the project or from the assets. Municipal securities may be less liquid than taxable bonds, and there may be less publicly available information on the financial condition of municipal security issuers than for issuers of other securities.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

MASTER    PORTFOLIO  NOTES  TO  FINANCIAL  STATEMENTS 85

Notes to Financial Statements  (continued)

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

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

The Master Portfolio 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 Master Portfolio may be subject to a greater risk of rising interest rates due to the recent period of historically low interest rates. The Federal Reserve has recently begun to raise 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 Master Portfolio’s performance.

The Master Portfolio invests a significant portion of its assets in securities backed by commercial or residential mortgage loans or in issuers that hold mortgage and other asset-backed securities. When a Master Portfolio concentrates its investments in this manner, it assumes a greater risk of prepayment or payment extension by securities issuers. Changes in economic conditions, including delinquencies and/or defaults on assets underlying these securities, can affect the value, income and/or liquidity of such positions. Investment percentages in these securities are presented in the Schedule of Investments.

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

10. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio 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.

86 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of U.S. Total Bond Index Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of U.S. Total Bond Index Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

MASTER    PORTFOLIO  REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM 87

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds III and Master Investment Portfolio (the “Trusts”) have adopted and implemented a liquidity risk management program (the “Program”) for iShares U.S. Aggregate Bond Index Fund and U.S. Total Bond Index Master Portfolio (the “Funds”), each a series of the respective Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trusts, on behalf of the Funds, met on November 8-9, 2022 (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 each 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 each 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, 2021 through September 30, 2022 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each 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 each 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 each 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 each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each 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 each 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.

88 2 0 2 2   BLACK ROCK  ANNUAL   REPORT   TO   SHAREHOLDERS

Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

TRUSTEE  AND  OFFICER  INFORMATION 89

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

90 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2018) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None
(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.
(c)  In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.
(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust/MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.
(e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

TRUSTEE  AND  OFFICER  INFORMATION 91

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
(b) Officers of the Trust/MIP serve at the pleasure of the Board.

Further information about the Trust’s/MIP’s Trustees and Officers is available in the Trust’s/MIP’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the Trust/MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the Trust/MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the Trust/MIP.

92 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Additional Information  

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund/Master Portfolio 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/Master Portfolio 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/Master Portfolio file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Fund’s/Master Portfolio’s Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, the Fund/Master Portfolio makes their 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/Master Portfolio use to determine how to vote proxies relating to portfolio securities and information about how the Fund/Master Portfolio voted proxies relating to securities held in the Fund’s/Master Portfolio’s portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) on the SEC’s website at sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

ADDITIONAL  INFORMATION 93

Additional Information  (continued)

BlackRock Privacy Principles (continued)

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/or MIP Service Providers

Investment Adviser

BlackRock Fund Advisors

San Francisco, CA 94105

Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Distributor

BlackRock Investments, LLC

New York, NY 10022

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Philadelphia, PA 19103

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust/MIP

400 Howard Street

San Francisco, CA 94105

94 2 0 2 2   BLACK ROCK  ANNUAL  REPORT  TO  SHAREHOLDERS

Glossary of Terms Used in this Report

Portfolio Abbreviation
AGM	Assured Guaranty Municipal Corp.
ARB	Airport Revenue Bonds
BAB	Build America Bond
BAM	Build America Mutual Assurance Co.
CMT	Constant Maturity Treasury
DAC	Designated Activity Company
GO	General Obligation Bonds
LIBOR	London Interbank Offered Rate
LP	Limited Partnership
M/F	Multi-Family
NPFGC	National Public Finance Guarantee Corp.
PIPE	Private Investment in Public Equity
RB	Revenue Bond
SAB	Special Assessment Bonds
SAN	State Aid Notes
SAP	Subject to Appropriations
SCA	Societe en Commandite par Actions
SOFR	Secured Overnight Financing Rate
ST	Special Tax
TBA	To-Be-Announced

GLOSSARY  OF  TERMS  USED  IN  THIS  REPORT 95

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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.

USTB-12/22-AR

            

Master Portfolio Information     as of December 31, 2022 Diversified Equity Master Portfolio

TEN LARGEST HOLDINGS

Security	Percent of     Net Assets
Microsoft Corp.		2.0%
Apple, Inc.		2.0
Taiwan Semiconductor Manufacturing Co. Ltd.		1.3
Tencent Holdings Ltd.		1.0
Amazon.com, Inc.		0.8
Samsung Electronics Co. Ltd.		0.8
Alibaba Group Holding Ltd.		0.6
Alphabet, Inc., Class A		0.6
Home Depot, Inc.		0.6
Exxon Mobil Corp.		0.5

SECTOR ALLOCATION

Sector(a)	Percent of     Net Assets
Information Technology		17.7%
Financials		14.1
Health Care		12.5
Consumer Discretionary		10.5
Industrials		9.6
Consumer Staples		6.0
Energy		5.0
Communication Services		5.0
Materials		4.5
Real Estate		3.2
Utilities		3.0
Short-Term Securities		11.4
Liabilities in Excess of Other Assets		(2.5)

^(a)  For Diversified Equity Master Portfolio (the “Master Portfolio”) compliance purposes, the Master Portfolio’s sector classifications refer to one or more of the sector subclassifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

Derivative Financial Instruments

The Master Portfolio may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Master Portfolio must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Master Portfolio’s investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

PORTFOLIO  INFORMATION   /   DERIVATIVE   FINANCIAL   INSTRUMENTS 1

Schedule of Investments December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 1.0%
AAR Corp.(a)		921	$	41,353
Airbus SE		2,182		259,445
Astra Space, Inc.(a)(b)		13,108		5,686
Astronics Corp.(a)		10,456		107,697
Axon Enterprise, Inc.(a)		223		37,002
BAE Systems PLC		6,262		64,676
Boeing Co.(a)		1,760		335,262
BWX Technologies, Inc.		327		18,992
Curtiss-Wright Corp.		133		22,210
Dassault Aviation SA		382		64,785
Embraer SA, ADR(a)		21,940		239,804
General Dynamics Corp.		3,289		816,034
HEICO Corp.		2,189		336,318
Hexcel Corp.		275		16,184
Kongsberg Gruppen ASA		1,633		69,507
Kratos Defense & Security Solutions, Inc.(a)		26,151		269,878
L3Harris Technologies, Inc.		294		61,214
Lockheed Martin Corp.		5,014		2,439,261
Mercury Systems, Inc.(a)		192		8,590
Moog, Inc., Class A		8,859		777,466
Northrop Grumman Corp.		925		504,689
Parsons Corp.(a)		13,557		627,011
Raytheon Technologies Corp.		3,625		365,835
Rheinmetall AG		113		22,496
Safran SA		1,151		144,167
Textron, Inc.		5,930		419,844
Thales SA		251		32,070
V2X, Inc.(a)		5,273		217,722
Woodward, Inc.		197		19,032
			8,344,230
Air Freight & Logistics — 0.6%
CH Robinson Worldwide, Inc.		1,183		108,316
CJ Logistics Corp.(a)		1,988		148,256
Deutsche Post AG, Registered Shares		1,947		72,870
DSV A/S		270		42,697
Expeditors International of Washington, Inc.		1,492		155,049
FedEx Corp.		1,307		226,372
Forward Air Corp.		4,024		422,077
GXO Logistics, Inc.(a)		344		14,685
Hub Group, Inc., Class A(a)		8,321		661,436
Hyundai Glovis Co. Ltd.		2,063		267,842
JD Logistics, Inc.(a)(c)		52,500		100,973
Radiant Logistics, Inc.(a)		6,856		34,897
SF Holding Co. Ltd., Class A		34,200		284,702
United Parcel Service, Inc., Class B(b)		10,077		1,751,786
YTO Express Group Co. Ltd., Class A		75,700		219,394
ZTO Express Cayman, Inc., ADR(b)		8,415		226,111
			4,737,463
Airlines(a) — 0.4%
Alaska Air Group, Inc.(b)		423		18,164
Allegiant Travel Co.(b)		4,472		304,051
American Airlines Group, Inc.		2,199		27,971
Asiana Airlines, Inc.		19,286		213,206
Copa Holdings SA, Class A(b)		142		11,810
Delta Air Lines, Inc.		12,856		422,448
Hawaiian Holdings, Inc.		17,300		177,498
JetBlue Airways Corp.		5,722		37,079
Korean Air Lines Co. Ltd.		41,107		749,110
Southwest Airlines Co.		18,834		634,141

Security	Shares		Value
Airlines (continued)
Spirit Airlines, Inc.		8,655	$	168,599
United Airlines Holdings, Inc.		2,381		89,764
Wheels Up Experience, Inc.		22,632		23,311
			2,877,152
Auto Components — 0.7%
Adient PLC(a)		10,562		366,396
Aptiv PLC(a)		3,790		352,963
BorgWarner, Inc.		5,124		206,241
Cie Generale des Etablissements Michelin SCA		1,009		28,108
Cooper-Standard Holdings, Inc.(a)		5,582		50,573
Dana, Inc.		19,189		290,329
Dorman Products, Inc.(a)		1,613		130,443
Fox Factory Holding Corp.(a)		4,108		374,773
Fuyao Glass Industry Group Co. Ltd., Class H(c)		19,200		80,169
Gentex Corp.		768		20,943
Gentherm, Inc.(a)		1,210		79,001
Goodyear Tire & Rubber Co.(a)		26,322		267,168
HL Mando Co. Ltd.		12,790		408,167
Hyundai Mobis Co. Ltd.		4,669		740,589
Hyundai Wia Corp.		2,880		112,886
LCI Industries(b)		1,009		93,282
Lear Corp.		4,781		592,940
Luminar Technologies, Inc.(a)(b)		15,053		74,512
Modine Manufacturing Co.(a)		10,787		214,230
Patrick Industries, Inc.(b)		3,068		185,921
QuantumScape Corp.(a)(b)		837		4,746
Standard Motor Products, Inc.		2,936		102,173
Tong Yang Industry Co. Ltd.		220,000		307,067
Visteon Corp.(a)		5,107		668,149
			5,751,769
Automobiles — 1.2%
BAIC Motor Corp. Ltd., Class H(c)		556,500		146,892
Bayerische Motoren Werke AG		2,243		198,584
BYD Co. Ltd., Class A		22,000		812,166
BYD Co. Ltd., Class H		38,000		932,291
Ferrari NV		667		143,030
Ford Motor Co.(b)		20,233		235,310
Geely Automobile Holdings Ltd.		320,000		462,250
General Motors Co.		10,459		351,841
Great Wall Motor Co. Ltd., Class H(b)		141,000		181,639
Guangzhou Automobile Group Co. Ltd., Class H		192,000		128,584
Harley-Davidson, Inc.		441		18,346
Honda Motor Co. Ltd.		2,500		57,023
Hyundai Motor Co.		4,635		554,726
Isuzu Motors Ltd.		3,000		34,779
Kia Corp.		8,327		391,789
Li Auto, Inc., ADR(a)(b)		3,689		75,256
Li Auto, Inc., Class A(a)		13,500		130,528
Lucid Group, Inc.(a)(b)		6,988		47,728
Mahindra & Mahindra Ltd.		5,453		82,093
Maruti Suzuki India Ltd.		1,984		200,712
Mercedes-Benz Group AG, Registered Shares		3,744		244,838
NIO, Inc., ADR(a)		32,488		316,758
Renault SA(a)		1,460		48,718
Rivian Automotive, Inc., Class A(a)		3,940		72,614
Stellantis NV		10,029		142,516
Suzuki Motor Corp.		1,800		57,649
Tesla, Inc.(a)		23,230		2,861,471
Thor Industries, Inc.(b)		174		13,135
Toyota Motor Corp.		33,100		451,568

2 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Automobiles (continued)
Winnebago Industries, Inc.(b)		5,620	$	296,174
XPeng, Inc., Class A(a)		11,100		54,698
Yamaha Motor Co. Ltd.		800		18,081
			9,763,787
Banks — 7.5%
1st Source Corp.		3,611		191,708
Abu Dhabi Commercial Bank PJSC		66,002		161,528
Abu Dhabi Islamic Bank PJSC		39,345		97,471
Agricultural Bank of China Ltd., Class H		771,000		263,756
Al Rajhi Bank(a)		69,965		1,399,177
Alinma Bank		50,840		440,228
Amalgamated Financial Corp.		5,723		131,858
Ameris Bancorp(b)		4,600		216,844
ANZ Group Holdings Ltd.		12,604		203,037
Associated Banc-Corp		32,308		745,992
Atlantic Union Bankshares Corp.		5,588		196,362
Axis Bank Ltd.		81,201		913,806
Banco Bilbao Vizcaya Argentaria SA		18,027		108,581
Banco do Brasil SA		37,415		242,053
Banco Santander SA		36,458		109,014
Bank Central Asia Tbk PT		3,095,100		1,697,161
Bank Mandiri Persero Tbk PT		761,300		485,476
Bank of America Corp.		58,436		1,935,400
Bank of China Ltd., Class H		2,271,000		821,941
Bank of Hangzhou Co. Ltd., Class A		84,600		159,638
Bank of Hawaii Corp.(b)		137		10,626
Bank of Ireland Group PLC		2,140		20,393
Bank OZK		374		14,982
Bank Polska Kasa Opieki SA		5,193		103,307
Bank Rakyat Indonesia Persero Tbk PT		4,668,800		1,480,244
BankFinancial Corp.		21,176		222,983
Banque Saudi Fransi		11,840		127,663
Barclays PLC		51,027		97,095
BNP Paribas SA		3,391		193,081
BOC Hong Kong Holdings Ltd.		16,500		56,014
BOK Financial Corp.		99		10,275
Byline Bancorp, Inc.		1,650		37,901
Cadence Bank(b)		9,003		222,014
CaixaBank SA		11,014		43,184
Capital City Bank Group, Inc.		26,042		846,365
Capitec Bank Holdings Ltd.		5,647		614,714
Capstar Financial Holdings, Inc.		8,994		158,834
Cathay General Bancorp		3,621		147,701
Central Pacific Financial Corp.		17,812		361,227
China Construction Bank Corp., Class H		2,818,000		1,762,346
China Merchants Bank Co. Ltd., Class A		70,800		379,201
China Merchants Bank Co. Ltd., Class H		217,500		1,203,613
CIMB Group Holdings Bhd		232,400		305,831
Citigroup, Inc.		25,711		1,162,909
Citizens Financial Group, Inc.		4,505		177,362
City Union Bank Ltd.		24,607		53,592
Colony Bankcorp, Inc.(b)		812		10,304
Comerica, Inc.		452		30,216
Commerce Bancshares, Inc.		376		25,594
Commerzbank AG(a)		2,241		20,952
Commonwealth Bank of Australia		6,314		438,538
Community Trust Bancorp, Inc.		3,724		171,043
ConnectOne Bancorp, Inc.		3,638		88,076
Credit Agricole SA		4,229		44,486
Cullen/Frost Bankers, Inc.		196		26,205
Customers Bancorp, Inc.(a)		1,707		48,376

Security	Shares		Value
Banks (continued)
Danske Bank A/S		1,691	$	33,352
DBS Group Holdings Ltd.		9,000		227,804
DNB Bank ASA		15,977		315,547
Dubai Islamic Bank PJSC		78,625		122,035
East West Bancorp, Inc.		1,249		82,309
Emirates NBD Bank PJSC		74,160		261,202
Enterprise Bancorp, Inc.		1,250		44,125
Enterprise Financial Services Corp.		550		26,928
Farmers National Banc Corp.		3,783		53,416
FB Financial Corp.(b)		9,754		352,510
Fifth Third Bancorp		3,856		126,515
FinecoBank Banca Fineco SpA		3,848		63,900
First Abu Dhabi Bank PJSC		110,973		515,619
First Bancshares, Inc.(b)		4,772		152,752
First Bank		6,320		86,963
First Business Financial Services, Inc.		3,024		110,527
First Citizens BancShares, Inc., Class A		86		65,219
First Commonwealth Financial Corp.		6,808		95,108
First Financial Holding Co. Ltd.		116,000		99,913
First Financial Northwest, Inc.		20,722		310,416
First Foundation, Inc.		8,746		125,330
First Hawaiian, Inc.		427		11,119
First Horizon Corp.		3,482		85,309
First Interstate BancSystem, Inc., Class A		4,336		167,586
First Northwest Bancorp		2,493		38,292
First Republic Bank		961		117,136
First Savings Financial Group, Inc.(b)		1,623		32,460
FNB Corp.		1,165		15,203
Fulton Financial Corp.(b)		31,965		537,971
Grupo Financiero Banorte SAB de CV, Class O		59,319		425,901
Hana Financial Group, Inc.		5,097		169,726
Hancock Whitney Corp.		18,535		896,909
Hang Seng Bank Ltd.		3,700		61,370
Hanmi Financial Corp.		2,110		52,222
HBT Financial, Inc.		13,634		266,817
HDFC Bank Ltd.		35,544		697,144
HDFC Bank Ltd., ADR(b)		5,872		401,704
Heartland Financial USA, Inc.		19,332		901,258
Hilltop Holdings, Inc.		1,123		33,701
HomeTrust Bancshares, Inc.		4,340		104,898
Hong Leong Bank Bhd		28,300		131,944
Horizon Bancorp, Inc.		12,348		186,208
HSBC Holdings PLC		63,458		393,283
Huntington Bancshares, Inc.(b)		19,991		281,873
ICICI Bank Ltd.		148,235		1,594,381
ICICI Bank Ltd., ADR		47,075		1,030,472
IDFC First Bank Ltd.(a)		187,712		133,103
Independent Bank Corp.		19,422		464,574
Independent Bank Group, Inc.(b)		2,779		166,962
Industrial & Commercial Bank of China Ltd., Class H		1,713,000		878,580
ING Groep NV, Series N(a)		11,381		138,634
Intesa Sanpaolo SpA		46,476		102,963
Investar Holding Corp.		3,270		70,403
Japan Post Bank Co. Ltd.(b)		3,200		27,433
JPMorgan Chase & Co.		13,609		1,824,967
KB Financial Group, Inc.		12,629		483,850
KB Financial Group, Inc., ADR		11,432		441,961
KBC Group NV		640		41,207
KeyCorp		5,109		88,999
Kiatnakin Phatra Bank PCL, NVDR		60,300		128,279
Kotak Mahindra Bank Ltd.		27,923		614,342
Kuwait Finance House KSCP		269,447		728,078

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 3

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Banks (continued)
Lakeland Bancorp, Inc.		23,132	$	407,355
M&T Bank Corp.		1,002		145,350
Mediobanca Banca di Credito Finanziario SpA(b)		1,673		16,076
Mercantile Bank Corp.		2,662		89,124
Meridian Corp.		2,911		88,174
Metropolitan Bank Holding Corp.(a)		2,192		128,605
Mid Penn Bancorp, Inc.		1,949		58,412
Midland States Bancorp, Inc.		25,809		687,036
MidWestOne Financial Group, Inc.		1,772		56,261
Mitsubishi UFJ Financial Group, Inc.		37,500		251,753
Mizuho Financial Group, Inc.		7,820		110,170
National Australia Bank Ltd.		13,117		266,322
National Bank Holdings Corp., Class A		6,456		271,604
National Bank of Kuwait SAKP		206,580		728,415
NatWest Group PLC		29,961		95,553
Nedbank Group Ltd.		16,873		211,101
Nordea Bank Abp		10,911		116,878
Northrim BanCorp, Inc.		7,193		392,522
OceanFirst Financial Corp.		23,683		503,264
Old National Bancorp(b)		38,366		689,821
Origin Bancorp, Inc.(b)		7,391		271,250
OTP Bank Nyrt		6,420		174,438
Oversea-Chinese Banking Corp. Ltd.		10,300		93,689
PacWest Bancorp		397		9,111
Peapack-Gladstone Financial Corp.		2,182		81,214
Ping An Bank Co. Ltd., Class A		84,400		160,029
Pinnacle Financial Partners, Inc.		251		18,423
Popular, Inc.		246		16,315
Postal Savings Bank of China Co. Ltd., Class H(b)(c)		494,000		305,695
Premier Financial Corp.		16,811		453,393
Prosperity Bancshares, Inc.		293		21,295
Public Bank Bhd		377,300		369,962
Qatar Islamic Bank SAQ		54,705		276,900
Qatar National Bank QPSC		220,782		1,086,918
Regions Financial Corp.		6,035		130,115
Republic First Bancorp, Inc.(a)		78,361		168,476
Resona Holdings, Inc.		4,500		24,716
Riverview Bancorp, Inc.		56,216		431,739
Riyad Bank		16,883		143,562
Salisbury Bancorp, Inc.(b)		3,684		115,678
Sandy Spring Bancorp, Inc.(b)		8,075		284,482
Saudi British Bank		7,212		74,200
Saudi National Bank		65,344		879,499
Sberbank of Russia PJSC(a)(d)		141,048		19
Seacoast Banking Corp. of Florida(b)		3,426		106,857
Shanghai Commercial & Savings Bank Ltd.		48,298		69,185
Sierra Bancorp		13,723		291,477
Signature Bank		429		49,429
Skandinaviska Enskilda Banken AB, Class A		4,658		53,627
SmartFinancial, Inc.		5,839		160,572
Societe Generale SA		1,411		35,393
South Plains Financial, Inc.		5,456		150,204
Southern First Bancshares, Inc.(a)		571		26,123
Standard Bank Group Ltd.		74,630		736,349
Standard Chartered PLC		7,538		56,222
State Bank of India		65,996		488,039
Sumitomo Mitsui Financial Group, Inc.		4,300		172,999
Sumitomo Mitsui Trust Holdings, Inc.		700		24,427
SVB Financial Group(a)		962		221,395
Svenska Handelsbanken AB, A Shares		3,850		38,762
Swedbank AB, A Shares		1,455		24,748
Synovus Financial Corp.		481		18,062

Security	Shares		Value
Banks (continued)
Taiwan Cooperative Financial Holding Co. Ltd.		365,000	$	308,398
Tisco Financial Group PCL, NVDR		60,500		173,257
Towne Bank		15,673		483,355
Truist Financial Corp.		4,236		182,275
U.S. Bancorp		28,319		1,234,992
UMB Financial Corp.		7,306		610,197
Umpqua Holdings Corp.		740		13,209
UniCredit SpA		5,146		73,019
United Overseas Bank Ltd.		3,500		80,170
Univest Financial Corp.		3,395		88,711
Veritex Holdings, Inc.		5,963		167,441
Washington Federal, Inc.		6,981		234,213
Webster Financial Corp.		1,205		57,045
Wells Fargo & Co.		47,091		1,944,387
WesBanco, Inc.		16,354		604,771
Western Alliance Bancorp		358		21,322
Westpac Banking Corp.		13,574		214,897
Wintrust Financial Corp.		194		16,397
Zions Bancorp NA		512		25,170
			59,641,000
Beverages — 1.6%
Ambev SA		370,078		1,011,486
Anadolu Efes Biracilik Ve Malt Sanayii A/S		66,471		240,795
Anheuser-Busch InBev SA		2,298		138,411
Asahi Group Holdings Ltd.		1,300		40,466
Boston Beer Co., Inc., Class A(a)		32		10,545
Brown-Forman Corp., Class A		156		10,259
Brown-Forman Corp., Class B		876		57,536
Carlsberg A/S, Class B		433		57,436
Celsius Holdings, Inc.(a)		2,892		300,884
China Resources Beer Holdings Co. Ltd.		62,000		431,246
Coca-Cola Co.		7,399		470,650
Coca-Cola Consolidated, Inc.		563		288,459
Coca-Cola Europacific Partners PLC		6,765		374,240
Coca-Cola Femsa SAB de CV		21,671		146,620
Coca-Cola Femsa SAB de CV, ADR		1,986		134,810
Coca-Cola HBC AG, Class DI		2,492		58,908
Coca-Cola Icecek A/S		11,213		122,549
Diageo PLC		8,064		352,976
Duckhorn Portfolio, Inc.(a)		4,875		80,779
Fomento Economico Mexicano SAB de CV		60,601		471,554
Fomento Economico Mexicano SAB de CV, ADR		978		76,401
Heineken Holding NV		621		47,960
Heineken NV		788		74,223
Hite Jinro Co. Ltd.		15,806		320,764
Ito En Ltd.		600		21,836
Jiangsu King’s Luck Brewery JSC Ltd., Class A		26,900		197,351
Jiangsu Yanghe Brewery Joint-Stock Co. Ltd., Class A		5,800		133,971
Kirin Holdings Co. Ltd.		4,500		68,586
Kweichow Moutai Co. Ltd., Class A		1,900		472,120
Luzhou Laojiao Co. Ltd., Class A		2,600		83,924
MGP Ingredients, Inc.		2,911		309,672
Nongfu Spring Co. Ltd., Class H(c)		43,200		243,293
PepsiCo, Inc.		19,139		3,457,652
Pernod Ricard SA		978		192,394
Primo Water Corp.		48,176		748,655
Treasury Wine Estates Ltd.		6,856		63,338
Tsingtao Brewery Co. Ltd., Class A		5,800		89,888
Tsingtao Brewery Co. Ltd., Class H		8,000		78,777
United Spirits Ltd.(a)		6,895		73,044

4 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Beverages (continued)
Varun Beverages Ltd.		46,336	$	739,465
Vita Coco Co., Inc.(a)		3,473		47,997
			12,341,920
Biotechnology — 3.2%
2seventy bio, Inc.(a)		4,353		40,788
3SBio, Inc.(c)		246,500		260,998
4D Molecular Therapeutics, Inc.(a)		3,622		80,445
89bio, Inc.(a)		1,320		16,804
AbbVie, Inc.		10,718		1,732,136
Abeona Therapeutics, Inc.(a)		482		1,485
ACADIA Pharmaceuticals, Inc.(a)		13,577		216,146
ADMA Biologics, Inc.(a)		36,559		141,849
Affimed NV(a)		11,343		14,065
Agenus, Inc.(a)		27,624		66,298
Agios Pharmaceuticals, Inc.(a)		6,971		195,746
Akebia Therapeutics, Inc.(a)		17,028		9,825
Albireo Pharma, Inc.(a)		1,463		31,615
Alector, Inc.(a)		15,702		144,929
Aligos Therapeutics, Inc.(a)		3,453		3,290
Alkermes PLC(a)		22,174		579,407
Allakos, Inc.(a)		13,729		115,598
Allogene Therapeutics, Inc.(a)		19,443		122,296
Allovir, Inc.(a)(b)		6,313		32,386
Alnylam Pharmaceuticals, Inc.(a)		551		130,945
ALX Oncology Holdings, Inc.(a)		4,071		45,880
Amgen, Inc.		7,179		1,885,493
Amicus Therapeutics, Inc.(a)		8,276		101,050
Apellis Pharmaceuticals, Inc.(a)		9,561		494,399
Applied Molecular Transport, Inc.(a)		3,993		1,677
Applied Therapeutics, Inc.(a)		1,218		926
Aprea Therapeutics, Inc.(a)		5,798		1,866
Aptinyx, Inc.(a)		12,794		3,747
AquaBounty Technologies, Inc.(a)(b)		3		2
Arcturus Therapeutics Holdings, Inc.(a)(b)		2,320		39,347
Arcus Biosciences, Inc.(a)		7,718		159,608
Arcutis Biotherapeutics, Inc.(a)(b)		4,937		73,068
Argenx SE(a)		224		84,091
Arrowhead Pharmaceuticals, Inc.(a)(b)		5,779		234,396
Assembly Biosciences, Inc.(a)		24,276		31,559
Astria Therapeutics, Inc.(a)		2,019		30,063
Atara Biotherapeutics, Inc.(a)		13,336		43,742
Athenex, Inc.(a)		8,143		1,201
Atossa Therapeutics, Inc.(a)(b)		11,978		6,330
Atreca, Inc., Class A(a)		11,605		9,291
Avidity Biosciences, Inc.(a)(b)		9,917		220,058
Avrobio, Inc.(a)		3,970		2,830
Beam Therapeutics, Inc.(a)(b)		5,961		233,135
BeiGene Ltd.(a)		4,700		79,769
BeiGene Ltd., ADR(a)(b)		1,224		269,207
Beyondspring, Inc.(a)(b)		6,288		11,821
Biogen, Inc.(a)		1,456		403,196
BioMarin Pharmaceutical, Inc.(a)		3,051		315,748
Bioxcel Therapeutics, Inc.(a)		1,925		41,349
Black Diamond Therapeutics, Inc.(a)		8,489		15,280
Bluebird Bio, Inc.(a)(b)		8,394		58,086
Blueprint Medicines Corp.(a)		15,157		664,028
Bolt Biotherapeutics, Inc.(a)(b)		1,792		2,330
Bridgebio Pharma, Inc.(a)		18,278		139,278
C4 Therapeutics, Inc.(a)(b)		4,328		25,535
Cabaletta Bio, Inc.(a)(b)		4,042		37,389
CareDx, Inc.(a)		7,880		89,911

Security	Shares		Value
Biotechnology (continued)
Catalyst Biosciences, Inc.(b)		6,436	$	3,395
Catalyst Pharmaceuticals, Inc.(a)		4,913		91,382
Celltrion, Inc.		2,232		284,871
Centogene NV(a)		910		874
Cerevel Therapeutics Holdings, Inc.(a)		2,205		69,546
Coherus Biosciences, Inc.(a)		22,325		176,814
Corbus Pharmaceuticals Holdings, Inc.(a)		12,901		1,426
Corvus Pharmaceuticals, Inc.(a)		5,735		4,875
CSL Ltd.		1,717		334,805
Cue Biopharma, Inc.(a)		3,329		9,488
Cullinan Oncology, Inc.(a)		3,612		38,107
Cytokinetics, Inc.(a)		6,139		281,289
Deciphera Pharmaceuticals, Inc.(a)		16,261		266,518
Denali Therapeutics, Inc.(a)		13,609		378,466
Dynavax Technologies Corp.(a)(b)		8,292		88,227
Dyne Therapeutics, Inc.(a)		3,265		37,841
Editas Medicine, Inc.(a)(b)		15,617		138,523
Emergent BioSolutions, Inc.(a)		9,169		108,286
Enanta Pharmaceuticals, Inc.(a)		3,007		139,886
Erasca, Inc.(a)		2,545		10,969
Exact Sciences Corp.(a)		6,790		336,173
Exagen, Inc.(a)(b)		3,265		7,836
Exelixis, Inc.(a)(b)		6,973		111,847
Exicure, Inc.(a)(b)		178		205
Fate Therapeutics, Inc.(a)		28,199		284,528
Fennec Pharmaceuticals, Inc.(a)		1,750		16,800
FibroGen, Inc.(a)		8,675		138,973
Foghorn Therapeutics, Inc.(a)(b)		2,487		15,867
Forte Biosciences, Inc.(a)		1,659		1,659
Frequency Therapeutics, Inc.(a)		4,657		17,929
G1 Therapeutics, Inc.(a)		7,005		38,037
Galera Therapeutics, Inc.(a)		4,076		6,073
Genmab A/S(a)		200		84,559
Gilead Sciences, Inc.		12,771		1,096,390
GlycoMimetics, Inc.(a)		5,325		16,135
Green Cross Corp.		1,168		120,573
Gritstone bio, Inc.(a)		11,781		40,644
Halozyme Therapeutics, Inc.(a)		6,548		372,581
Heron Therapeutics, Inc.(a)		19,939		49,848
Homology Medicines, Inc.(a)		6,560		8,266
Horizon Therapeutics PLC(a)		2,534		288,369
Hugel, Inc.(a)		2,766		295,436
IGM Biosciences, Inc.(a)		1,536		26,127
Imago Biosciences, Inc.(a)		2,026		72,835
ImmunoGen, Inc.(a)		18,587		92,192
Incyte Corp.(a)		823		66,103
Infinity Pharmaceuticals, Inc.(a)		6,021		3,342
Inhibrx, Inc.(a)		2,752		67,809
Inovio Pharmaceuticals, Inc.(a)(b)		18,125		28,275
Inozyme Pharma, Inc.(a)		892		937
Insmed, Inc.(a)		21,049		420,559
Intellia Therapeutics, Inc.(a)		9,320		325,175
Intercept Pharmaceuticals, Inc.(a)		7,798		96,461
Ionis Pharmaceuticals, Inc.(a)		462		17,450
Iovance Biotherapeutics, Inc.(a)		9,251		59,114
Ironwood Pharmaceuticals, Inc.(a)		30,672		380,026
iTeos Therapeutics, Inc.(a)		4,434		86,596
IVERIC bio, Inc.(a)		5,354		114,629
Jounce Therapeutics, Inc.(a)		3,154		3,501
Karuna Therapeutics, Inc.(a)		1,605		315,382
Karyopharm Therapeutics, Inc.(a)(b)		16,540		56,236
Kineta, Inc.		347		2,203

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 5

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Biotechnology (continued)
Kiniksa Pharmaceuticals Ltd., Class A(a)		13,666	$	204,717
Kinnate Biopharma, Inc.(a)		3,570		21,777
Kodiak Sciences, Inc.(a)		14,110		101,028
Kronos Bio, Inc.(a)		4,102		6,645
Kura Oncology, Inc.(a)		5,419		67,250
Kymera Therapeutics, Inc.(a)(b)		5,448		135,982
MacroGenics, Inc.(a)		8,276		55,532
Madrigal Pharmaceuticals, Inc.(a)		912		264,708
MannKind Corp.(a)		23,905		125,979
Mersana Therapeutics, Inc.(a)		14,515		85,058
Mirati Therapeutics, Inc.(a)		144		6,525
Mirum Pharmaceuticals, Inc.(a)		6,868		133,926
Moderna, Inc.(a)		1,441		258,832
Molecular Templates, Inc.(a)		1,349		442
Morphic Holding, Inc.(a)		1,277		34,160
Mustang Bio, Inc.(a)		5,399		2,132
Myriad Genetics, Inc.(a)(b)		9,421		136,699
Natera, Inc.(a)		1,304		52,382
Neurocrine Biosciences, Inc.(a)		1,371		163,752
NextCure, Inc.(a)		6,872		9,690
Nkarta, Inc.(a)		14,148		84,747
Novavax, Inc.(a)(b)		3,508		36,062
Nurix Therapeutics, Inc.(a)		6,783		74,477
Nymox Pharmaceutical Corp.(a)		5,685		1,688
Ocugen, Inc.(a)(b)		14,692		19,100
Olema Pharmaceuticals, Inc.(a)		3,835		9,396
Oncorus, Inc.(a)(b)		2,121		537
Oncternal Therapeutics, Inc.(a)(b)		4,499		4,499
Passage Bio, Inc.(a)		8,451		11,662
PharmaResearch Co. Ltd.(a)		3,047		168,796
Pieris Pharmaceuticals, Inc.(a)		6,677		6,944
PMV Pharmaceuticals, Inc.(a)		3,522		30,641
Poseida Therapeutics, Inc.(a)		5,208		27,602
Precigen, Inc.(a)		4,316		6,560
Precision BioSciences, Inc.(a)		9,626		11,455
Prelude Therapeutics, Inc.(a)		1,281		7,737
Prevail Therapeutics, Inc.(d)		1,105		553
Prometheus Biosciences, Inc.(a)		2,320		255,200
Protagonist Therapeutics, Inc.(a)		3,339		36,428
Prothena Corp. PLC(a)		598		36,030
PTC Therapeutics, Inc.(a)		8,932		340,934
Puma Biotechnology, Inc.(a)		7,912		33,468
Quince Therapeutics, Inc.(a)(b)		608		388
Radius Health, Inc.		2,221		178
Recursion Pharmaceuticals, Inc., Class A(a)(b)		12,234		94,324
Regeneron Pharmaceuticals, Inc.(a)		429		309,519
REGENXBIO, Inc.(a)(b)		4,854		110,089
Relay Therapeutics, Inc.(a)		17,292		258,342
Replimune Group, Inc.(a)		1,198		32,586
Rigel Pharmaceuticals, Inc.(a)		21,910		32,865
Rocket Pharmaceuticals, Inc.(a)		9,486		185,641
Sage Therapeutics, Inc.(a)		2,501		95,388
Sana Biotechnology, Inc.(a)(b)		16,359		64,618
Sangamo Therapeutics, Inc.(a)		47,523		149,222
Sarepta Therapeutics, Inc.(a)		276		35,764
Seagen, Inc.(a)		2,610		335,411
Seres Therapeutics, Inc.(a)		4,888		27,373
Shattuck Labs, Inc.(a)		2,210		5,083
Sigilon Therapeutics, Inc.(a)		2,256		790
Solid Biosciences, Inc.		2,323		12,498
Sorrento Therapeutics, Inc.(a)		67,965		60,217
SpringWorks Therapeutics, Inc.(a)		3,488		90,723

Security	Shares		Value
Biotechnology (continued)
SQZ Biotechnologies Co.(a)		1,471	$	1,089
Stoke Therapeutics, Inc.(a)		966		8,916
Surface Oncology, Inc.(a)		4,415		3,620
Sutro Biopharma, Inc.(a)		12,155		98,212
Syndax Pharmaceuticals, Inc.(a)		1,460		37,157
Syros Pharmaceuticals, Inc.(a)(b)		731		2,624
Taysha Gene Therapies, Inc.(a)		3,969		8,970
TCR2 Therapeutics, Inc.(a)		4,603		4,597
TG Therapeutics, Inc.(a)		9,250		109,428
Travere Therapeutics, Inc.(a)		10,432		219,385
Twist Bioscience Corp.(a)		10,655		253,696
Ultragenyx Pharmaceutical, Inc.(a)		5,001		231,696
United Therapeutics Corp.(a)		152		42,270
UNITY Biotechnology, Inc.(b)		517		1,417
UroGen Pharma Ltd.(a)		1,960		17,385
Vaxcyte, Inc.(a)		2,824		135,411
Veracyte, Inc.(a)		10,550		250,351
Vericel Corp.(a)(b)		2,395		63,084
Vertex Pharmaceuticals, Inc.(a)		1,700		490,926
Verve Therapeutics, Inc.(a)(b)		2,426		46,943
Vincerx Pharma, Inc.(a)		1,674		1,707
Vir Biotechnology, Inc.(a)		11,235		284,358
Voyager Therapeutics, Inc.(a)(b)		2,265		13,817
Xencor, Inc.(a)(b)		8,328		216,861
Zentalis Pharmaceuticals, Inc.(a)		2,513		50,612
Zogenix, Inc.(d)		4,305		2,927
				25,413,215
Building Products — 0.6%
A O Smith Corp.(b)		806		46,136
Advanced Drainage Systems, Inc.		211		17,296
Allegion PLC		694		73,051
Apogee Enterprises, Inc.		4,042		179,707
Armstrong World Industries, Inc.		163		11,180
Assa Abloy AB, Class B		2,022		43,492
AZEK Co., Inc.(a)(b)		372		7,559
Builders FirstSource, Inc.(a)		4,865		315,641
Carlisle Cos., Inc.		558		131,493
Carrier Global Corp.		3,578		147,593
Daikin Industries Ltd.		400		60,685
Fortune Brands Innovations, Inc.		783		44,717
Geberit AG, Registered Shares		195		92,056
Gibraltar Industries, Inc.(a)		5,355		245,687
Hayward Holdings, Inc.(a)		244		2,294
Janus International Group, Inc.(a)		2,887		27,484
JELD-WEN Holding, Inc.(a)		17,916		172,889
Johnson Controls International PLC		8,165		522,560
Kingspan Group PLC		1,541		83,436
Lennox International, Inc.(b)		259		61,961
Masco Corp.		2,429		113,361
Masonite International Corp.(a)		543		43,771
Masterbrand, Inc.		783		5,912
Nibe Industrier AB, B Shares		4,053		37,830
Owens Corning		2,488		212,226
PGT Innovations, Inc.(a)		15,646		281,002
Quanex Building Products Corp.		2,005		47,478
Resideo Technologies, Inc.(a)		2,966		48,791
ROCKWOOL A/S, B Shares		191		44,714
TOTO Ltd.		1,200		40,703
Trane Technologies PLC		4,308		724,132
Trex Co., Inc.(a)		368		15,577

6 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares			Value
Building Products (continued)
UFP Industries, Inc.		11,861		$	939,984
Zurn Elkay Water Solutions Corp.		2,315			48,962
					4,891,360
Capital Markets — 1.7%
3i Group PLC		5,473			88,265
Abrdn PLC		4,951			11,251
Affiliated Managers Group, Inc.		139			22,022
Ameriprise Financial, Inc.		111			34,562
Amundi SA(c)		758			42,985
Ares Management Corp., Class A(b)		712			48,729
ASX Ltd.		1,737			80,000
B3 SA - Brasil Bolsa Balcao		121,979			304,779
Bank of New York Mellon Corp.		26,397			1,201,592
Blackstone, Inc., Class A		2,897			214,928
Blue Owl Capital, Inc.(b)		1,361			14,427
Brightsphere Investment Group, Inc.(b)		2,777			57,151
Carlyle Group, Inc.		12,977			387,234
Cboe Global Markets, Inc.		6,747			846,546
Charles Schwab Corp.		5,727			476,830
China International Capital Corp. Ltd., Class A		73,400			403,312
CME Group, Inc., Class A		6,184			1,039,901
Coinbase Global, Inc., Class A(a)(b)		637			22,543
Cowen, Inc., Class A		3,419			132,042
Credit Suisse Group AG, Registered Shares		8,418			25,132
Deutsche Bank AG, Registered Shares		5,870			65,988
Deutsche Boerse AG		812			139,818
EQT AB		1,485			31,549
Euronext NV(c)		469			34,721
Evercore, Inc., Class A(b)		131			14,290
FactSet Research Systems, Inc.		135			54,163
Federated Hermes, Inc.		6,746			244,947
Franklin Resources, Inc.(b)		828			21,843
GCM Grosvenor, Inc., Class A(b)		5,205			39,610
Goldman Sachs Group, Inc.		1,160			398,321
Haitong Securities Co. Ltd., Class H		128,800			78,995
Hamilton Lane, Inc., Class A		3,507			224,027
Hargreaves Lansdown PLC		2,544			26,198
Hong Kong Exchanges & Clearing Ltd.		3,600			154,693
Houlihan Lokey, Inc.		10,611			924,855
Huatai Securities Co. Ltd., Class H(c)		67,400			76,870
Interactive Brokers Group, Inc., Class A		275			19,896
Intercontinental Exchange, Inc.		1,720			176,455
Janus Henderson Group PLC(b)		579			13,618
Japan Exchange Group, Inc.		3,200			46,121
Jefferies Financial Group, Inc.		679			23,276
Julius Baer Group Ltd.		1,249			72,693
KKR & Co., Inc.		3,179			147,569
Lazard Ltd., Class A		299			10,366
London Stock Exchange Group PLC		1,375			118,142
LPL Financial Holdings, Inc.		1,447			312,798
Macquarie Group Ltd.		1,669			188,411
MarketAxess Holdings, Inc.		142			39,602
Moelis & Co., Class A(b)		10,656			408,871
Moody’s Corp.		591	��		164,664
Morgan Stanley		4,528			384,971
Morningstar, Inc.		80			17,327
MSCI, Inc.		274			127,457
Nasdaq, Inc.		1,456			89,326
Northern Trust Corp.		629			55,660
Open Lending Corp., Class A(a)(b)		29,489			199,051
Partners Group Holding AG		127			112,456
Piper Sandler Cos.,(b)		1,801			234,472

Security	Shares		Value
Capital Markets (continued)
Raymond James Financial, Inc.(b)		1,359	$	145,209
Robinhood Markets, Inc., Class A(a)(b)		1,903		15,490
S&P Global, Inc.		1,856		621,649
Schroders PLC		14,658		77,020
SEI Investments Co.		344		20,055
Silvercrest Asset Management Group, Inc., Class A		2,743		51,486
SooChow Securities Co. Ltd., Class A		73,600		69,335
St. James’s Place PLC		2,023		26,650
State Street Corp.		1,369		106,193
Stifel Financial Corp.		9,170		535,253
StoneX Group, Inc.(a)		2,099		200,035
T Rowe Price Group, Inc.(b)		950		103,607
UBS Group AG, Registered Shares		10,348		192,330
Virtu Financial, Inc., Class A		301		6,143
Virtus Investment Partners, Inc.		995		190,483
				13,309,259
Chemicals — 2.1%
AdvanSix, Inc.		1,650		62,733
Air Liquide SA		1,282		181,961
Air Products & Chemicals, Inc.		819		252,465
Akzo Nobel NV		2,126		142,660
Albemarle Corp.		1,144		248,088
Ashland, Inc.		177		19,033
Asian Paints Ltd.		16,121		599,317
Avient Corp.		11,803		398,469
Axalta Coating Systems Ltd.(a)		698		17,778
BASF SE		2,804		138,065
Cabot Corp.		5,925		396,027
Celanese Corp.		175		17,892
CF Industries Holdings, Inc.		799		68,075
Chemours Co.(b)		548		16,780
Clariant AG, Registered Shares		3,156		50,122
Coromandel International Ltd.		27,064		289,947
Corteva, Inc.		16,880		992,206
Croda International PLC		1,090		86,741
DuPont de Nemours, Inc.		3,069		210,625
Ecolab, Inc.		11,483		1,671,465
Ecovyst, Inc.(a)		4,791		42,448
Element Solutions, Inc.		763		13,879
EMS-Chemie Holding AG, Registered Shares		236		159,843
Evonik Industries AG		2,884		55,009
FMC Corp.		2,976		371,405
Fufeng Group Ltd.		263,000		159,512
Ginkgo Bioworks Holdings, Inc.(a)(b)		2,810		4,749
Hawkins, Inc.		3,497		134,984
HB Fuller Co.		5,660		405,369
Huntsman Corp.		714		19,621
Ingevity Corp.(a)		5,637		397,070
Innospec, Inc.		2,256		232,052
International Flavors & Fragrances, Inc.		1,532		160,615
Johnson Matthey PLC		871		22,260
KCC Corp.		1,120		181,633
Kolon Industries, Inc.		9,102		296,996
Koninklijke DSM NV		301		36,961
LG Chem Ltd.		1,016		485,170
Linde PLC(a)		2,461		802,729
Livent Corp.(a)(b)		16,580		329,445
LSB Industries, Inc.(a)		7,066		93,978
LyondellBasell Industries NV, Class A		708		58,785
Mosaic Co.		1,200		52,644
NewMarket Corp.		22		6,844
Novozymes A/S, B Shares		478		24,251

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 7

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Chemicals (continued)
Olin Corp.		447	$	23,664
Orbia Advance Corp. SAB de CV		77,973		138,048
Orica Ltd.		4,156		42,493
Perimeter Solutions SA(a)		5,817		53,167
Petronas Chemicals Group Bhd		62,600		122,288
PhosAgro PJSC(d)		3,293		1
PPG Industries, Inc.		1,893		238,026
Quaker Chemical Corp.(b)		1,426		237,999
RPM International, Inc.		1,133		110,411
Sasol Ltd.		17,010		271,456
Saudi Basic Industries Corp.		61,818		1,478,767
Saudi Kayan Petrochemical Co.(a)		63,636		233,259
Scotts Miracle-Gro Co.(b)		141		6,851
Sensient Technologies Corp.		7,703		561,703
Shanghai Putailai New Energy Technology Co. Ltd., Class A		33,400		250,051
Sherwin-Williams Co.		4,772		1,132,539
Shin-Etsu Chemical Co. Ltd.		500		61,056
Sika AG, Registered Shares		294		70,679
Stepan Co.(b)		3,855		410,403
Symrise AG		727		78,956
Tosoh Corp.		3,100		36,864
Trinseo PLC		2,532		57,502
Tronox Holdings PLC, Class A		7,400		101,454
UPL Ltd.		17,580		151,834
Valvoline, Inc.(b)		3,942		128,706
Westlake Corp.(b)		839		86,031
Yara International ASA		2,906		127,623
				16,620,532
Commercial Services & Supplies — 0.4%
ABM Industries, Inc.		4,975		220,989
ACCO Brands Corp.		35,144		196,455
BrightView Holdings, Inc.(a)		8,981		61,879
Cimpress PLC(a)		3,106		85,757
Cintas Corp.		1,282		578,977
Clean Harbors, Inc.(a)		171		19,514
Copart, Inc.(a)		1,021		62,169
CoreCivic, Inc.(a)		9,548		110,375
Dai Nippon Printing Co. Ltd.		1,300		26,116
Driven Brands Holdings, Inc.(a)		184		5,025
HNI Corp.(b)		2,469		70,194
IAA, Inc.(a)		447		17,880
Kimball International, Inc., Class B		26,766		173,979
Li-Cycle Holdings Corp.(a)		13,067		62,199
MSA Safety, Inc.		124		17,879
Republic Services, Inc.		2,221		286,487
Rollins, Inc.		996		36,394
S-1 Corp., Series S-1		1,665		78,252
Saudi Airlines Catering Co.(a)		4,611		92,498
Secom Co. Ltd.		2,800		159,762
Steelcase, Inc., Class A		16,390		115,877
Stericycle, Inc.(a)		314		15,665
Tetra Tech, Inc.		5,182		752,375
Waste Management, Inc.		1,392		218,377
				3,465,074
Communications Equipment — 0.4%
Accton Technology Corp.		29,000		220,220
Applied Optoelectronics, Inc.(a)(b)		8,336		15,755
Arcadyan Technology Corp.		22,000		68,300
Calix, Inc.(a)		6,787		464,435
Ciena Corp.(a)		488		24,878

Security	Shares		Value
Communications Equipment (continued)
Cisco Systems, Inc.		1,600	$	76,224
CommScope Holding Co., Inc.(a)		4,744		34,868
Digi International, Inc.(a)		849		31,031
Extreme Networks, Inc.(a)		15,907		291,257
Harmonic, Inc.(a)		7,739		101,381
Infinera Corp.(a)(b)		9,049		60,990
Juniper Networks, Inc.		17,701		565,724
Lumentum Holdings, Inc.(a)		787		41,058
NETGEAR, Inc.(a)		9,154		165,779
NetScout Systems, Inc.(a)		3,907		127,017
Ubiquiti, Inc.		21		5,744
Viasat, Inc.(a)		242		7,659
Wistron NeWeb Corp.		193,000		492,161
Yealink Network Technology Corp. Ltd., Class A		14,800		129,453
Zhongji Innolight Co. Ltd., Class A		16,700		65,103
ZTE Corp., Class H		80,200		176,190
				3,165,227
Construction & Engineering — 0.8%
ACS Actividades de Construccion y Servicios SA		1,314		37,598
AECOM		9,123		774,816
Ameresco, Inc., Class A(a)(b)		3,545		202,561
API Group Corp.(a)(b)		7,050		132,611
Bouygues SA		3,986		119,547
China Railway Group Ltd., Class H		315,000		165,402
Comfort Systems USA, Inc.		4,941		568,610
Daewoo Engineering & Construction Co. Ltd.(a)		89,001		295,011
Dycom Industries, Inc.(a)		1,586		148,450
Eiffage SA		1,721		169,284
EMCOR Group, Inc.		8,738		1,294,185
Fluor Corp.(a)		5,325		184,564
GS Engineering & Construction Corp.		32,485		546,574
Larsen & Toubro Ltd.		18,924		475,642
MasTec, Inc.(a)		611		52,137
Matrix Service Co.(a)		9,863		61,348
MDU Resources Group, Inc.		691		20,965
MYR Group, Inc.(a)		2,821		259,729
Obayashi Corp.		3,400		25,682
Primoris Services Corp.		5,986		131,333
Shimizu Corp.		10,600		56,561
Sterling Infrastructure, Inc.(a)		4,119		135,103
Taisei Corp.		3,100		99,960
Tutor Perini Corp.(a)		11,530		87,052
Valmont Industries, Inc.(b)		71		23,478
Vinci SA		2,543		253,504
Voltas Ltd.		17,760		171,367
WillScot Mobile Mini Holdings Corp.(a)		695		31,393
				6,524,467
Construction Materials — 0.3%
Anhui Conch Cement Co. Ltd., Class H		44,500		155,059
Cemex SAB de CV(a)		533,790		215,855
China Resources Cement Holdings Ltd.		204,000		107,804
CRH PLC		2,280		90,676
Dalmia Bharat Ltd.		10,742		241,375
Eagle Materials, Inc.		123		16,341
Holcim AG, Registered Shares		408		21,119
Martin Marietta Materials, Inc.		1,301		439,699
Summit Materials, Inc., Class A(a)(b)		10,383		294,771
Taiwan Cement Corp.		199,000		217,540

8 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Construction Materials (continued)
UltraTech Cement Ltd.		3,467	$	290,924
Vulcan Materials Co.		2,684		469,995
				2,561,158
Consumer Finance — 0.9%
Ally Financial, Inc.		8,046		196,725
American Express Co.		17,114		2,528,594
Bajaj Finance Ltd.		8,197		649,323
Capital One Financial Corp.		6,631		616,418
Credit Acceptance Corp.(a)(b)		23		10,911
Discover Financial Services		7,355		719,540
Encore Capital Group, Inc.(a)		1,219		58,439
Enova International, Inc.(a)		11,562		443,634
Ezcorp, Inc., Class A(a)		33,406		272,259
FirstCash Holdings, Inc.		2,299		199,806
Isracard Ltd.		2		6
LendingClub Corp.(a)		15,045		132,396
LendingTree, Inc.(a)		5,686		121,282
Navient Corp.		18,793		309,145
Nelnet, Inc., Class A(b)		2,384		216,348
OneMain Holdings, Inc.(b)		375		12,491
Oportun Financial Corp.(a)		3,212		17,698
PRA Group, Inc.(a)		7,624		257,539
PROG Holdings, Inc.(a)		8,018		135,424
Regional Management Corp.(b)		4,214		118,329
SLM Corp.		835		13,861
SoFi Technologies, Inc.(a)(b)		2,602		11,995
Synchrony Financial		14,041		461,387
				7,503,550
Containers & Packaging — 0.3%
Amcor PLC		16,887		201,124
AptarGroup, Inc.		215		23,646
Ardagh Metal Packaging SA		376		1,808
Avery Dennison Corp.		529		95,749
Ball Corp.(b)		3,535		180,780
Berry Global Group, Inc.		463		27,979
Crown Holdings, Inc.		2,658		218,514
Graphic Packaging Holding Co.		967		21,516
Greif, Inc., Class A		2,243		150,416
International Paper Co.		11,771		407,630
Klabin SA		38,782		146,506
Packaging Corp. of America		2,604		333,078
Silgan Holdings, Inc.		287		14,878
Smurfit Kappa Group PLC		1,123		41,619
Sonoco Products Co.		319		19,366
Westrock Co.		4,166		146,476
				2,031,085
Distributors — 0.1%
D’ieteren Group		360		69,089
Genuine Parts Co.		1,210		209,947
LKQ Corp.		562		30,016
Pool Corp.		542		163,863
				472,915
Diversified Consumer Services — 0.2%
2U, Inc.(a)		12,988		81,435
ADT, Inc.(b)		444		4,027
Bright Horizons Family Solutions, Inc.(a)		206		12,999
Chegg, Inc.(a)		12,999		328,485
Cogna Educacao(a)		422,564		169,830
Duolingo, Inc.(a)		2,048		145,674
Frontdoor, Inc.(a)		6,482		134,826

Security	Shares		Value
Diversified Consumer Services (continued)
Grand Canyon Education, Inc.(a)		136	$	14,370
H&R Block, Inc.(b)		2,339		85,397
Laureate Education, Inc., Class A		41,230		396,633
Mister Car Wash, Inc.(a)(b)		263		2,427
Nerdy, Inc.(a)		11,165		25,121
New Oriental Education & Technology Group, Inc.(a)		43,200		152,282
OneSpaWorld Holdings Ltd.(a)		7,582		70,740
Pearson PLC		2,443		27,586
Service Corp. International(b)		553		38,234
TAL Education Group, ADR(a)		11,721		82,633
Universal Technical Institute, Inc.(a)		5,992		40,266
				1,812,965
Diversified Financial Services — 1.1%
Alerus Financial Corp.		2,021		47,190
Apollo Global Management, Inc.		1,911		121,903
Bajaj Finserv Ltd.		11,700		218,379
Berkshire Hathaway, Inc., Class B(a)		11,488		3,548,643
Chailease Holding Co. Ltd.		78,050		549,877
Eurazeo SE		163		10,148
FirstRand Ltd.		292,850		1,063,950
Groupe Bruxelles Lambert NV		308		24,615
Housing Development Finance Corp. Ltd.		46,460		1,477,007
Industrivarden AB, A Shares		826		20,091
Industrivarden AB, C Shares		1,064		25,815
Investor AB, A Shares		2,512		46,735
Investor AB, B Shares		7,006		126,815
Jackson Financial, Inc., Class A(b)		8,685		302,151
L&T Finance Holdings Ltd.		107,938		113,593
M&G PLC		13,903		31,438
ORIX Corp.		3,000		48,020
Voya Financial, Inc.		13,259		815,296
				8,591,666
Diversified Telecommunication Services — 0.6%
AT&T, Inc.		9,264		170,550
Bandwidth, Inc., Class A(a)		9,252		212,333
China Tower Corp. Ltd., Class H(c)		940,000		100,868
Chunghwa Telecom Co. Ltd.		87,000		319,953
Cogent Communications Holdings, Inc.		3,724		212,566
EchoStar Corp., Class A(a)(b)		8,504		141,847
Emirates Telecommunications Group Co. PJSC		105,022		651,853
Frontier Communications Parent, Inc.(a)		818		20,843
Hellenic Telecommunications Organization SA		24,553		383,496
IDT Corp., Class B(a)		4,971		140,033
Iridium Communications, Inc.(a)		12,685		652,009
Liberty Latin America Ltd., Class A(a)		7,988		60,150
Liberty Latin America Ltd., Class C(a)		9,030		68,628
Ooma, Inc.(a)		12,036		163,930
Ooredoo QPSC		72,507		181,922
Orange Polska SA		31,486		47,888
Saudi Telecom Co.		15,162		147,544
Tata Communications Ltd.		3,327		51,177
Telefonica Brasil SA		20,805		150,285
Telekom Malaysia Bhd		148,400		181,840
Verizon Communications, Inc.		19,654		774,368
				4,834,083
Electric Utilities — 1.0%
Acciona SA		175		32,206
Adani Transmission Ltd.(a)		8,513		265,832
ALLETE, Inc.		4,034		260,233
Alliant Energy Corp.		669		36,935
American Electric Power Co., Inc.		2,300		218,385

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 9

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Electric Utilities (continued)
Avangrid, Inc.(b)		196	$	8,424
CEZ A/S		9,396		320,145
Cia Energetica de Minas Gerais, ADR(b)		76,308		154,905
CLP Holdings Ltd.		6,000		43,713
Constellation Energy Corp.		1,866		160,868
CPFL Energia SA		21,909		137,693
Duke Energy Corp.		2,166		223,076
Edison International(b)		3,900		248,118
EDP - Energias de Portugal SA		8,753		43,632
EDP - Energias do Brasil SA		13,643		53,850
Electricite de France SA		2,853		36,628
Endesa SA		3,885		73,219
Enel SpA		27,892		150,007
Entergy Corp.		920		103,500
Evergy, Inc.		15,020		945,209
Eversource Energy		476		39,908
Exelon Corp.		4,755		205,559
FirstEnergy Corp.		2,413		101,201
Fortum OYJ		1,047		17,437
Hawaiian Electric Industries, Inc.		356		14,899
Iberdrola SA		24,593		287,086
IDACORP, Inc.		19		2,049
Inter RAO UES PJSC(a)(d)		5,347,154		725
Korea Electric Power Corp.(a)		6,633		114,545
Light SA		164,098		144,830
Manila Electric Co.		12,150		65,282
NextEra Energy, Inc.		12,654		1,057,874
NRG Energy, Inc.		1,756		55,876
OGE Energy Corp.		274		10,837
Origin Energy Ltd.		11,729		61,389
Orsted A/S(c)		765		69,160
Otter Tail Corp.(b)		1,150		67,516
PG&E Corp.(a)		11,505		187,071
PGE Polska Grupa Energetyczna SA(a)		92,785		146,399
Pinnacle West Capital Corp.		164		12,471
PNM Resources, Inc.		5,958		290,691
Portland General Electric Co.(b)		16,679		817,271
Power Assets Holdings Ltd.		7,000		38,258
PPL Corp.		8,051		235,250
Red Electrica Corp. SA		138		2,400
SSE PLC		7,187		147,815
Tenaga Nasional Bhd		190,000		415,356
Terna - Rete Elettrica Nazionale		6,936		51,224
Xcel Energy, Inc.		1,392		97,593
				8,274,550
Electrical Equipment — 0.9%
ABB India Ltd.		6,407		207,701
ABB Ltd., Registered Shares		5,822		177,440
Acuity Brands, Inc.		119		19,708
Amara Raja Batteries Ltd.		35,542		245,451
Array Technologies, Inc.(a)(b)		5,304		102,526
Atkore, Inc.(a)		5,971		677,231
Bizlink Holding, Inc.		14,000		107,500
Bloom Energy Corp., Class A(a)		20,198		386,186
ChargePoint Holdings, Inc.(a)(b)		687		6,547
Contemporary Amperex Technology Co. Ltd., Class A		17,000		962,204
Eaton Corp. PLC		7,599		1,192,663
Encore Wire Corp.		1,326		182,405
Enovix Corp.(a)(b)		6,656		82,801
Eve Energy Co. Ltd., Class A		20,500		259,389
FuelCell Energy, Inc.(a)(b)		26,507		73,689
Fuji Electric Co. Ltd.		1,500		56,609

Security	Shares		Value
Electrical Equipment (continued)
Gotion High-tech Co. Ltd., Class A		12,800	$	53,136
GrafTech International Ltd.		11,443		54,469
Legrand SA		577		46,265
Mitsubishi Electric Corp.		2,600		25,763
nVent Electric PLC		552		21,235
Regal Rexnord Corp.(b)		1,012		121,420
Rockwell Automation, Inc.		660		169,996
Schneider Electric SE		1,810		254,187
Shoals Technologies Group, Inc., Class A(a)		11,365		280,375
Sungrow Power Supply Co. Ltd., Class A		5,200		83,814
SunPower Corp.(a)		13,025		234,841
Sunrun, Inc.(a)		5,439		130,645
Sunwoda Electronic Co. Ltd., Class A		65,800		200,508
Suzhou Maxwell Technologies Co. Ltd., Class A		2,000		118,731
TPI Composites, Inc.(a)		5,625		57,037
Vertiv Holdings Co.		1,101		15,040
Vestas Wind Systems A/S		3,436		100,230
Vicor Corp.(a)		554		29,777
Voltronic Power Technology Corp.		3,000		150,515
WEG SA		43,421		315,423
				7,203,457
Electronic Equipment, Instruments & Components — 1.8%
Advanced Energy Industries, Inc.		295		25,305
Amphenol Corp., Class A		551		41,953
Avary Holding Shenzhen Co. Ltd., Class A		97,000		384,129
Avnet, Inc.(b)		336		13,971
Azbil Corp.		3,300		82,854
Badger Meter, Inc.		1,419		154,714
Belden, Inc.		6,318		454,264
Benchmark Electronics, Inc.		12,133		323,830
CDW Corp.		231		41,252
Chroma ATE, Inc.		50,000		293,694
Coherent Corp.(a)		1,735		60,899
Compeq Manufacturing Co. Ltd.		62,000		89,445
Delta Electronics, Inc.		144,000		1,334,878
ePlus, Inc.(a)		5,572		246,728
Fabrinet(a)		2,246		287,982
Flex Ltd.(a)(b)		74,744		1,604,006
FLEXium Interconnect, Inc.		93,000		295,351
General Interface Solution Holding Ltd.		67,000		191,418
GoerTek, Inc., Class A		84,700		205,659
Halma PLC		2,113		50,321
Hengdian Group DMEGC Magnetics Co. Ltd., Class A		27,600		74,524
Hexagon AB, B Shares		3,036		31,833
Hon Hai Precision Industry Co. Ltd.		392,000		1,270,563
Insight Enterprises, Inc.(a)		2,913		292,087
IPG Photonics Corp.(a)		113		10,698
Jabil, Inc.		1,089		74,270
Keyence Corp.		700		271,771
Kingboard Holdings Ltd.		25,000		79,278
Knowles Corp.(a)		13,255		217,647
Largan Precision Co. Ltd.		5,000		330,497
Lens Technology Co. Ltd., Class A		291,100		442,103
Littelfuse, Inc.		80		17,616
Luxshare Precision Industry Co. Ltd., Class A		111,800		511,676
Murata Manufacturing Co. Ltd.		400		19,726
National Instruments Corp.		437		16,125
Omron Corp.		1,800		86,990
OSI Systems, Inc.(a)		6,364		506,065
PC Connection, Inc.(b)		7,068		331,489
Plexus Corp.(a)		5,343		549,955
Primax Electronics Ltd.		288,000		518,953

10 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Samsung SDI Co. Ltd.(a)		819	$	384,555
Sanmina Corp.(a)		11,859		679,402
ScanSource, Inc.(a)		11,243		328,520
Shimadzu Corp.		1,000		28,310
Simplo Technology Co. Ltd.		29,000		268,467
Sunny Optical Technology Group Co. Ltd.		22,900		270,080
Suzhou Dongshan Precision Manufacturing Co. Ltd., Class A		88,800		316,974
TD SYNNEX Corp.		919		87,038
TDK Corp.		700		22,774
TE Connectivity Ltd.		2,319		266,221
Vontier Corp.		579		11,192
Yokogawa Electric Corp.		1,200		19,045
				14,519,097
Energy Equipment & Services — 0.8%
Archrock, Inc.		8,294		74,480
Baker Hughes Co.		2,314		68,332
Borr Drilling Ltd.(a)		31,741		157,753
Cactus, Inc., Class A		874		43,927
ChampionX Corp.(b)		15,693		454,940
Dialog Group Bhd		161,000		89,537
Diamond Offshore Drilling, Inc.(a)		14,048		146,099
Expro Group Holdings NV(a)		3,895		70,616
Halliburton Co.		20,356		801,009
Helix Energy Solutions Group, Inc.(a)		21,289		157,113
Helmerich & Payne, Inc.		12,149		602,226
Liberty Energy, Inc., Class A		34,725		555,947
Nabors Industries Ltd.(a)		1,491		230,911
Natural Gas Services Group, Inc.(a)		3,703		42,436
Newpark Resources, Inc.(a)		5,681		23,576
NexTier Oilfield Solutions, Inc.(a)		22,711		209,850
Noble Corp. PLC(a)		6,093		229,767
NOV, Inc.		1,342		28,034
Oceaneering International, Inc.(a)		18,132		317,129
Oil States International, Inc.(a)		12,449		92,870
Patterson-UTI Energy, Inc.(b)		41,552		699,736
ProPetro Holding Corp.(a)		44,915		465,769
Schlumberger Ltd.		12,594		673,275
Smart Sand, Inc.(a)		600		1,074
Tenaris SA		1,871		32,813
Tidewater, Inc.(a)		4,177		153,922
U.S. Silica Holdings, Inc.(a)		14,975		187,188
				6,610,329
Entertainment — 0.5%
Activision Blizzard, Inc.		2,751		210,589
AMC Entertainment Holdings, Inc., Class A(a)(b)		3,622		14,741
Bilibili, Inc., Class Z(a)		3,880		91,972
Bollore SE		5,975		33,391
Capcom Co. Ltd.		700		22,344
Cinemark Holdings, Inc.(a)(b)		17,661		152,944
Electronic Arts, Inc		820		100,188
Eros Media World PLC(a)		1,711		205
Gaia, Inc.(a)		4,042		9,620
Konami Group Corp.		200		9,072
Liberty Media Corp.-Liberty Formula One, Class A(a)		71		3,793
Lions Gate Entertainment Corp., Class A(a)		11,787		67,304
Lions Gate Entertainment Corp., Class B(a)		6,277		34,084
Live Nation Entertainment, Inc.(a)		5,467		381,269
Madison Square Garden Sports Corp.		64		11,733
NCSoft Corp.		352		125,743
NetEase, Inc.		67,155		974,016

Security	Shares		Value
Entertainment (continued)
Netflix, Inc.(a)		1,526	$	449,987
Nexon Co. Ltd.		1,300		29,186
Nintendo Co. Ltd.		4,000		168,186
Playtika Holding Corp.(a)		356		3,030
ROBLOX Corp., Class A(a)(b)		923		26,269
Roku, Inc.(a)		826		33,618
Sea Ltd., ADR(a)(b)		1,138		59,210
Skillz, Inc.(a)		38,300		19,399
Spotify Technology SA(a)		3,418		269,851
Take-Two Interactive Software, Inc.(a)		246		25,616
Tencent Music Entertainment Group, ADR(a)		28,915		239,416
Universal Music Group NV		1,816		43,916
Walt Disney Co.(a)		5,159		448,214
Warner Bros Discovery, Inc., Class A(a)		13,893		131,706
World Wrestling Entertainment, Inc., Class A		148		10,141
				4,200,753
Equity Real Estate Investment Trusts (REITs) — 2.6%
Acadia Realty Trust		20,818		298,738
Alexander & Baldwin, Inc.		4,635		86,814
Alexandria Real Estate Equities, Inc.		483		70,359
Alpine Income Property Trust, Inc.		3,002		57,278
American Assets Trust, Inc.		19,523		517,360
American Tower Corp.		1,599		338,764
Americold Realty Trust, Inc.(b)		879		24,884
Apartment Income REIT Corp.		538		18,459
Apple Hospitality REIT, Inc.(b)		26,194		413,341
Armada Hoffler Properties, Inc.(b)		10,150		116,725
AvalonBay Communities, Inc.		254		41,026
Bluerock Homes Trust, Inc.		125		2,664
Braemar Hotels & Resorts, Inc.(b)		60,667		249,341
Brandywine Realty Trust		38,128		234,487
British Land Co. PLC		6,441		30,580
Brixmor Property Group, Inc.		4,990		113,123
Broadstone Net Lease, Inc.		30,568		495,507
CapitaLand Ascendas REIT		21,400		43,829
Clipper Realty, Inc.		11,657		74,605
Corporate Office Properties Trust		12,983		336,779
Cousins Properties, Inc.(b)		495		12,519
Creative Media & Community Trust Corp.		6,228		30,517
Crown Castle, Inc.		2,197		298,001
CubeSmart(b)		731		29,423
Daiwa House REIT Investment Corp.		19		42,364
Dexus		9,175		48,169
DiamondRock Hospitality Co.		4,332		35,479
Digital Realty Trust, Inc.(b)		901		90,343
Douglas Emmett, Inc.(b)		554		8,687
EastGroup Properties, Inc.(b)		1,570		232,454
Elme Communities(b)		7,061		125,686
Empire State Realty Trust, Inc., Class A(b)		11,000		74,140
EPR Properties(b)		254		9,581
Equinix, Inc.		320		209,610
Equity Residential		31,371		1,850,889
Essential Properties Realty Trust, Inc.(b)		25,853		606,770
Essex Property Trust, Inc.		5,817		1,232,739
Extra Space Storage, Inc.		483		71,088
Federal Realty Investment Trust		263		26,574
First Industrial Realty Trust, Inc.		10,643		513,631
Four Corners Property Trust, Inc.		4,304		111,603
Gaming & Leisure Properties, Inc.		803		41,828
Gecina SA		240		24,451
GLP J-REIT		28		32,247
Goodman Group		10,234		120,355

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 11

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Equity Real Estate Investment Trusts (REITs) (continued)
GPT Group		17,105	$	48,784
Healthpeak Properties, Inc.		1,280		32,090
Hersha Hospitality Trust, Class A(b)		8,765		74,678
Highwoods Properties, Inc.(b)		352		9,849
Host Hotels & Resorts, Inc.		3,608		57,908
Hudson Pacific Properties, Inc.		460		4,476
Independence Realty Trust, Inc.		2,513		42,369
InvenTrust Properties Corp.		4,550		107,699
Invitation Homes, Inc.		1,317		39,036
Iron Mountain, Inc.(b)		1,112		55,433
Japan Metropolitan Fund Invest		24		19,092
Japan Real Estate Investment Corp.		10		43,923
JBG SMITH Properties		357		6,776
Kilroy Realty Corp.		381		14,733
Kimco Realty Corp.		1,929		40,856
Kite Realty Group Trust		27,648		581,990
Lamar Advertising Co., Class A		1,050		99,120
Land Securities Group PLC		3,870		28,913
Life Storage, Inc.		276		27,186
Link REIT		10,400		76,100
Macerich Co.(b)		22,931		258,203
Mid-America Apartment Communities, Inc.(b)		271		42,544
Mirvac Group		35,294		51,061
National Retail Properties, Inc.		574		26,266
National Storage Affiliates Trust(b)		278		10,041
NexPoint Residential Trust, Inc.		3,840		167,117
Nippon Building Fund, Inc.		10		44,718
Nippon Prologis REIT, Inc.		4		9,378
Nomura Real Estate Master Fund, Inc.		22		27,256
Office Properties Income Trust		9,139		122,006
Omega Healthcare Investors, Inc.(b)		822		22,975
Outfront Media, Inc.(b)		63,073		1,045,750
Paramount Group, Inc.		73,146		434,487
Park Hotels & Resorts, Inc.		804		9,479
Pennsylvania Real Estate Investment Trust(a)(b)		1,203		1,408
Phillips Edison & Co., Inc.(b)		18,206		579,679
Physicians Realty Trust(b)		17,326		250,707
Piedmont Office Realty Trust, Inc., Class A		6,238		57,202
Prologis, Inc.		14,908		1,680,579
Public Storage		552		154,665
Rayonier, Inc.		487		16,052
Realty Income Corp.(b)		1,921		121,849
Regency Centers Corp.		931		58,188
Rexford Industrial Realty, Inc.		553		30,216
RLJ Lodging Trust		33,301		352,658
RPT Realty		27,394		275,036
Ryman Hospitality Properties, Inc.(b)		3,865		316,080
SBA Communications Corp.		1,892		530,347
Scentre Group		24,081		46,875
Segro PLC		7,449		68,622
Simon Property Group, Inc.		12,150		1,427,382
SITE Centers Corp.		7,979		108,993
SL Green Realty Corp.(b)		232		7,823
Spirit Realty Capital, Inc.		436		17,409
Stockland(b)		26,282		64,729
STORE Capital Corp.		832		26,674
Sun Communities, Inc.		171		24,453
Tanger Factory Outlet Centers, Inc.(b)		9,613		172,457
Terreno Realty Corp.(b)		16,570		942,336
Uniti Group, Inc.(b)		9,180		50,765
Ventas, Inc.		1,080		48,654
VICI Properties, Inc.(b)		3,419		110,776

Security	Shares		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Vicinity Ltd.		29,913	$	40,391
Welltower, Inc.		1,319		86,460
Weyerhaeuser Co.		2,498		77,438
WP Carey, Inc.(b)		468		36,574
				20,909,580
Food & Staples Retailing — 1.2%
Abdullah Al Othaim Markets Co.		6,107		169,441
Aeon Co. Ltd.		3,100		65,458
Akouos, Inc.		1,837		1,451
Albertsons Cos., Inc., Class A		557		11,552
Andersons, Inc.		4,631		162,039
Avenue Supermarts Ltd.(a)(c)		7,649		375,577
BIM Birlesik Magazalar A/S		22,490		164,354
BJ’s Wholesale Club Holdings, Inc.(a)		439		29,044
Carrefour SA		3,681		61,568
Casey’s General Stores, Inc.		53		11,891
Cia Brasileira de Distribuicao		40,675		125,892
Coles Group Ltd.		10,759		121,960
Costco Wholesale Corp.		4,484		2,046,946
Dino Polska SA(a)(c)		1,115		95,761
Endeavour Group Ltd.		7,081		30,816
Grocery Outlet Holding Corp.(a)		289		8,436
GS Retail Co. Ltd.		10,551		235,587
J Sainsbury PLC		14,296		37,496
Jeronimo Martins SGPS SA		3,617		78,256
Kesko OYJ, B Shares		4,435		97,997
Kobe Bussan Co. Ltd.		1,200		34,586
Koninklijke Ahold Delhaize NV		2,441		70,182
Kroger Co.		16,045		715,286
Migros Ticaret A/S(a)		66,248		518,939
Ocado Group PLC(a)		3,456		25,654
Performance Food Group Co.(a)		1,909		111,467
President Chain Store Corp.		23,000		203,358
Seven & i Holdings Co. Ltd.		1,600		68,570
SpartanNash Co.		805		24,343
Sprouts Farmers Market, Inc.(a)		1,701		55,061
Sun Art Retail Group Ltd.		499,000		162,911
Sysco Corp.		2,555		195,330
Tesco PLC		15,601		42,043
U.S. Foods Holding Corp.(a)		661		22,487
United Natural Foods, Inc.(a)		7,729		299,190
Walgreens Boots Alliance, Inc.(b)		3,503		130,872
Wal-Mart de Mexico SAB de CV		292,226		1,028,598
Walmart, Inc.		13,546		1,920,687
Welcia Holdings Co. Ltd.		1,100		25,641
Woolworths Group Ltd.		7,540		172,179
				9,758,906
Food Products — 1.6%
Almarai Co. JSC		22,951		326,928
Archer-Daniels-Midland Co.		3,979		369,450
Associated British Foods PLC		2,313		43,852
AVI Ltd.		55,562		246,126
Bunge Ltd.		375		37,414
Cal-Maine Foods, Inc.		8,259		449,703
Campbell Soup Co.		742		42,108
China Mengniu Dairy Co. Ltd.		72,000		324,656
Chocoladefabriken Lindt & Spruengli AG		3		30,570
Chocoladefabriken Lindt & Spruengli AG, Registered Shares		1		102,883
Conagra Brands, Inc.		2,638		102,091
Danone SA		760		40,056
Darling Ingredients, Inc.(a)		983		61,526

12 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Food Products (continued)
Flowers Foods, Inc.		613	$	17,618
Fresh Del Monte Produce, Inc.		4,715		123,486
Freshpet, Inc.(a)		154		8,127
General Mills, Inc.		2,609		218,765
Grupo Bimbo SAB de CV, Series A		78,282		330,860
Hain Celestial Group, Inc.(a)		13,434		217,362
Hershey Co.		7,337		1,699,029
Hormel Foods Corp.(b)		1,808		82,354
Hostess Brands, Inc.(a)		19,320		433,541
Ingredion, Inc.		215		21,055
J & J Snack Foods Corp.		1,757		263,040
Kellogg Co.		2,230		158,865
Kerry Group PLC, Class A		317		28,635
Kraft Heinz Co.		3,544		144,276
Lamb Weston Holdings, Inc.		1,094		97,760
Lancaster Colony Corp.		1,581		311,931
Landec Corp.(a)		9,812		63,582
McCormick & Co., Inc.		1,409		116,792
MEIJI Holdings Co. Ltd.		1,800		92,265
Mondelez International, Inc., Class A		18,166		1,210,764
Nestle India Ltd.		1,783		421,780
Nestle Malaysia Bhd		2,200		69,921
Nestle SA, Registered Shares		8,348		964,272
New Hope Liuhe Co. Ltd., Class A(a)		44,300		82,472
Orkla ASA		19,000		137,129
Pilgrim’s Pride Corp.(a)		163		3,868
Post Holdings, Inc.(a)		183		16,518
PPB Group Bhd		23,700		93,832
Salmar ASA		958		37,569
Sao Martinho SA		31,281		157,162
Seaboard Corp.		1		3,775
Simply Good Foods Co.(a)		12,449		473,435
Sovos Brands, Inc.(a)		4,510		64,809
SunOpta, Inc.(a)		13,219		111,568
Tiger Brands Ltd.		17,857		220,721
Tongwei Co. Ltd., Class A		64,100		356,358
TreeHouse Foods, Inc.(a)		4,775		235,789
Tyson Foods, Inc., Class A		18,199		1,132,888
Universal Robina Corp.		65,650		161,073
Utz Brands, Inc.(b)		1,470		23,314
Vital Farms, Inc.(a)		11,281		168,313
Wens Foodstuffs Group Co. Ltd., Class A		92,100		260,937
				13,014,973
Gas Utilities — 0.6%
APA Group		7,349		53,717
Beijing Enterprises Holdings Ltd.		64,000		204,339
Brookfield Infrastructure Corp., Class A		10,748		418,097
China Gas Holdings Ltd.		133,400		193,331
China Resources Gas Group Ltd.		36,000		134,300
ENN Energy Holdings Ltd.		32,500		453,962
Gujarat Gas Ltd.		36,354		213,600
Hong Kong & China Gas Co. Ltd.		31,380		29,761
Korea Gas Corp.		18,060		519,170
Kunlun Energy Co. Ltd.		374,000		265,896
National Fuel Gas Co.		287		18,167
Naturgy Energy Group SA		1,714		44,545
New Jersey Resources Corp.(b)		19,685		976,770
ONE Gas, Inc.(b)		4,114		311,512
Perusahaan Gas Negara Tbk PT		3,593,100		406,018
Petronas Gas Bhd		25,600		99,494

Security	Shares		Value
Gas Utilities (continued)
Snam SpA		11,004	$	53,357
Spire, Inc.		3,571		245,899
				4,641,935
Health Care Equipment & Supplies — 2.1%
Abbott Laboratories		13,258		1,455,596
Abiomed, Inc.(d)		134		137
Accuray, Inc.(a)(b)		30,390		63,515
Alcon, Inc.		1,258		86,323
Align Technology, Inc.(a)		227		47,874
AngioDynamics, Inc.(a)		1,670		22,996
Artivion, Inc.(a)		7,893		95,663
Asahi Intecc Co. Ltd.		1,000		16,312
AtriCure, Inc.(a)		4,714		209,207
Atrion Corp.		268		149,933
Axogen, Inc.(a)		3,418		34,112
Axonics, Inc.(a)		4,183		261,563
Baxter International, Inc.		1,398		71,256
Becton Dickinson and Co.		9,050		2,301,415
BioMerieux		304		31,939
Boston Scientific Corp.(a)		16,030		741,708
Cardiovascular Systems, Inc.(a)		10,204		138,978
Carl Zeiss Meditec AG		397		49,900
Cerus Corp.(a)		27,291		99,612
Cochlear Ltd.		541		74,716
Coloplast A/S, Class B		274		32,100
Cooper Cos., Inc.		95		31,414
Dexcom, Inc.(a)		1,500		169,860
Edwards Lifesciences Corp.(a)		3,941		294,038
Enovis Corp.(a)		159		8,510
Envista Holdings Corp.(a)		554		18,653
EssilorLuxottica SA		977		176,771
Figs, Inc., Class A(a)(b)		11,831		79,623
Globus Medical, Inc., Class A(a)		250		18,568
Haemonetics Corp.(a)(b)		5,767		453,575
Heska Corp.(a)		1,753		108,966
Hologic, Inc.(a)		643		48,103
Hoya Corp.		1,300		124,512
ICU Medical, Inc.(a)		68		10,709
IDEXX Laboratories, Inc.(a)		1,167		476,089
Inari Medical, Inc.(a)		467		29,683
Inspire Medical Systems, Inc.(a)		2,849		717,606
Insulet Corp.(a)		224		65,943
Integer Holdings Corp.(a)		514		35,188
Integra LifeSciences Holdings Corp.(a)		248		13,905
Intuitive Surgical, Inc.(a)		1,347		357,426
iRhythm Technologies, Inc.(a)		1,980		185,467
Koninklijke Philips NV		1,000		15,047
Lantheus Holdings, Inc.(a)		7,743		394,583
LivaNova PLC(a)		8,101		449,930
Masimo Corp.(a)		169		25,004
Medtronic PLC		18,944		1,472,328
Meridian Bioscience, Inc.(a)		1,660		55,129
Merit Medical Systems, Inc.(a)		9,611		678,729
Nemaura Medical, Inc.(a)		2,006		3,410
Neogen Corp.(a)		9,216		140,360
Nevro Corp.(a)		5,937		235,105
Novocure Ltd.(a)(b)		495		36,308
NuVasive, Inc.(a)		6,823		281,381
Olympus Corp		4,600		81,133
Omnicell, Inc.(a)		1,776		89,546

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 13

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Orthofix Medical, Inc.(a)		7,314	$	150,156
Paragon 28, Inc.(a)(b)		2,295		43,857
Penumbra, Inc.(a)		119		26,473
Pulmonx Corp.(a)		3,141		26,479
QuidelOrtho Corp.(a)		170		14,564
ResMed, Inc.		424		88,247
SeaSpine Holdings Corp.(a)		3,223		26,912
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		8,900		405,403
Shockwave Medical, Inc.(a)		3,563		732,588
SI-BONE, Inc.(a)(b)		4,220		57,392
Siemens Healthineers AG(c)		1,690		84,300
Silk Road Medical, Inc.(a)		1,928		101,895
Smith & Nephew PLC		2,971		39,677
Sonova Holding AG, Registered Shares		175		41,562
STAAR Surgical Co.(a)(b)		3,418		165,910
STERIS PLC		170		31,397
Straumann Holding AG, Registered Shares		284		32,567
Stryker Corp.		1,230		300,723
Sysmex Corp.		700		42,259
Tactile Systems Technology, Inc.(a)		7,775		89,257
Tandem Diabetes Care, Inc.(a)		212		9,529
Teleflex, Inc.		70		17,474
Terumo Corp.		3,000		85,052
Varex Imaging Corp.(a)		13,066		265,240
ViewRay, Inc.(a)		10,765		48,227
Zimmer Biomet Holdings, Inc.		525		66,937
				16,361,534
Health Care Providers & Services — 2.3%
1Life Healthcare, Inc.(a)		15,610		260,843
Acadia Healthcare Co., Inc.(a)		292		24,037
Accolade, Inc.(a)		8,627		67,204
AdaptHealth Corp.(a)		2,917		56,065
Addus HomeCare Corp.(a)		1,632		162,368
Agilon Health, Inc.(a)(b)		572		9,232
Al Hammadi Holding		14,904		159,504
AlerisLife, Inc.(a)		2,992		1,646
Alignment Healthcare, Inc.(a)		11,306		132,958
Amedisys, Inc.(a)		105		8,772
AmerisourceBergen Corp.		4,977		824,739
AMN Healthcare Services, Inc.(a)		5,038		518,007
Aveanna Healthcare Holdings, Inc.(a)		22,492		17,544
Bangkok Dusit Medical Services PCL, NVDR		1,069,000		893,962
Brookdale Senior Living, Inc.(a)(b)		12,333		33,669
Bumrungrad Hospital PCL, NVDR		42,200		258,164
Cano Health, Inc.(a)(b)		10,070		13,796
Castle Biosciences, Inc.(a)		1,222		28,766
Chemed Corp.		51		26,032
Cigna Corp.		6,837		2,265,372
Clover Health Investments Corp.(a)(b)		35,743		33,223
Community Health Systems, Inc.(a)		13,791		59,577
Cross Country Healthcare, Inc.(a)		5,342		141,937
CVS Health Corp.		10,329		962,559
Dr Sulaiman Al Habib Medical Services Group Co		2,714		158,488
Elevance Health, Inc.		3,108		1,594,311
Encompass Health Corp.		321		19,199
Enhabit, Inc.(a)		167		2,198
Ensign Group, Inc.		10,788		1,020,653
Fresenius SE & Co. KGaA		953		26,619
Guardant Health, Inc.(a)		308		8,378
HealthEquity, Inc.(a)		10,694		659,178

Security	Shares		Value
Health Care Providers & Services (continued)
Hims & Hers Health, Inc.(a)		15,541	$	99,618
Humana, Inc.		479		245,339
IHH Healthcare Bhd		168,100		237,216
Invitae Corp.(a)(b)		36,572		68,024
LHC Group, Inc.(a)		2,588		418,454
Life Healthcare Group Holdings Ltd.		154,477		153,453
LifeStance Health Group, Inc.(a)		3,874		19,137
ModivCare, Inc.(a)		694		62,273
Netcare Ltd.		137,704		117,725
Oak Street Health, Inc.(a)(b)		336		7,227
OPKO Health, Inc.(a)		54,880		68,600
Option Care Health, Inc.(a)		24,566		739,191
Patterson Cos., Inc.(b)		4,851		135,973
PetIQ, Inc.(a)		2,546		23,474
Premier, Inc., Class A		386		13,502
Privia Health Group, Inc.(a)(b)		9,234		209,704
Progyny, Inc.(a)		11,559		360,063
Qualicorp Consultoria e Corretora de Seguros SA		112,509		124,456
Ramsay Health Care Ltd.		812		35,656
Shanghai Pharmaceuticals Holding Co. Ltd., Class H		180,200		299,160
Signify Health, Inc., Class A(a)		220		6,305
Sinopharm Group Co. Ltd., Class H		93,200		235,900
Sonic Healthcare Ltd.		3,260		66,344
Surgery Partners, Inc.(a)		4,045		112,694
Tenet Healthcare Corp.(a)		364		17,759
UnitedHealth Group, Inc.		7,528		3,991,195
				18,317,442
Health Care Technology — 0.4%
Allscripts Healthcare Solutions, Inc.(a)		29,311		517,046
American Well Corp., Class A(a)		45,090		127,605
Certara, Inc.(a)		381		6,123
Definitive Healthcare Corp.(a)(b)		66		725
Doximity, Inc., Class A(a)(b)		329		11,041
Evolent Health, Inc., Class A(a)(b)		18,016		505,889
Fleury SA		71,311		208,681
Health Catalyst, Inc.(a)		12,799		136,053
HealthStream, Inc.(a)		4,903		121,791
M3, Inc.		1,600		43,461
Multiplan Corp.(a)		38,608		44,399
NextGen Healthcare, Inc.(a)(b)		14,525		272,780
Phreesia, Inc.(a)		8,974		290,399
Schrodinger, Inc.(a)		5,980		111,766
Teladoc Health, Inc.(a)		15,766		372,866
Veeva Systems, Inc., Class A(a)		3,831		618,247
				3,388,872
Hotels, Restaurants & Leisure — 1.2%
Accel Entertainment, Inc.(a)		19,233		148,094
Alsea SAB de CV(a)		120,431		227,803
Biglari Holdings, Inc., Class B(a)		397		55,104
BJ’s Restaurants, Inc.(a)(b)		7,695		202,994
Boyd Gaming Corp.		1,165		63,527
Caesars Entertainment, Inc.(a)		3,185		132,496
Century Casinos, Inc.(a)		2,317		16,289
Choice Hotels International, Inc.		113		12,728
Churchill Downs, Inc.		127		26,852
Darden Restaurants, Inc.		2,935		405,999
Dave & Buster’s Entertainment, Inc.(a)		3,497		123,934
Dine Brands Global, Inc.(b)		732		47,287
DraftKings, Inc., Class A(a)		1,109		12,632
El Pollo Loco Holdings, Inc.		7,922		78,903
Everi Holdings, Inc.(a)		7,874		112,992

14 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Hotels, Restaurants & Leisure (continued)
Genting Malaysia Bhd		171,400	$	104,632
Golden Entertainment, Inc.(a)		1,219		45,591
H World Group Ltd., ADR		3,991		169,298
Hilton Grand Vacations, Inc.(a)		21,181		816,316
Hyatt Hotels Corp., Class A(a)		170		15,376
International Game Technology PLC(b)		16,322		370,183
Marriott Vacations Worldwide Corp.(b)		143		19,246
McDonald’s Corp.		1,687		444,575
Minor International PCL, NVDR(a)		255,000		237,249
Norwegian Cruise Line Holdings Ltd.(a)(b)		1,265		15,484
OPAP SA		13,265		187,670
Papa John’s International, Inc.(b)		7,214		593,784
Paradise Co. Ltd.(a)		8,675		121,155
Penn Entertainment, Inc.(a)		1,307		38,818
Planet Fitness, Inc., Class A(a)		286		22,537
PlayAGS, Inc.(a)		5,959		30,391
Rush Street Interactive, Inc.(a)		6,884		24,714
Shake Shack, Inc., Class A(a)		6,844		284,231
Six Flags Entertainment Corp.(a)		264		6,138
Starbucks Corp.		4,217		418,326
Texas Roadhouse, Inc.		13,302		1,209,817
Travel & Leisure Co.		28,621		1,041,804
Trip.com Group Ltd., ADR(a)(b)		16,743		575,959
Wendy’s Co.		611		13,827
Wingstop, Inc.		3,231		444,650
Wyndham Hotels & Resorts, Inc.		297		21,179
Yum China Holdings, Inc.		10,719		585,793
Yum! Brands, Inc.		1,063		136,149
Zamp SA		62,406		64,418
				9,726,944
Household Durables — 0.7%
Barratt Developments PLC		9,492		45,337
Beazer Homes USA, Inc.(a)		1,825		23,287
Berkeley Group Holdings PLC		709		32,323
Cavco Industries, Inc.(a)		295		66,744
Century Communities, Inc.(b)		2,947		147,379
D.R. Horton, Inc.(b)		5,959		531,185
Ethan Allen Interiors, Inc.(b)		9,999		264,174
GoPro, Inc., Class A(a)		25,554		127,259
Green Brick Partners, Inc.(a)		2,108		51,077
Haier Smart Home Co. Ltd., Class A		95,100		334,793
Helen of Troy Ltd.(a)		243		26,951
Installed Building Products, Inc.(b)		3,658		313,125
iRobot Corp.(a)		2,284		109,929
La-Z-Boy, Inc.(b)		2,651		60,496
Leggett & Platt, Inc.(b)		436		14,052
Lennar Corp., B Shares		49		3,664
Lennar Corp., Class A		4,770		431,685
MDC Holdings, Inc.(b)		8,028		253,685
Meritage Homes Corp.(a)		487		44,901
NVR, Inc.(a)		62		285,980
Persimmon PLC		1,407		20,630
PulteGroup, Inc.		5,648		257,153
Skyline Champion Corp.(a)		3,333		171,683
Sony Group Corp.		2,800		213,420
Taylor Morrison Home Corp.(a)(b)		11,408		346,233
Taylor Wimpey PLC		36,663		44,901
Tempur Sealy International, Inc.		610		20,941
Toll Brothers, Inc.		891		44,479

Security	Shares		Value
Household Durables (continued)
TopBuild Corp.(a)		2,042	$	319,553
Tri Pointe Homes, Inc.(a)		20,329		377,916
Whirlpool Corp.(b)		3,994		564,991
				5,549,926
Household Products — 1.0%
Central Garden & Pet Co.(a)		842		31,533
Central Garden & Pet Co., Class A(a)		12,871		460,782
Church & Dwight Co., Inc.		2,693		217,083
Clorox Co.(b)		1,660		232,948
Colgate-Palmolive Co.		33,378		2,629,852
Essity AB, Class B		698		18,279
Henkel AG & Co. KGaA		547		35,153
Kimberly-Clark Corp.		3,277		444,853
Procter & Gamble Co.		23,759		3,600,914
Reckitt Benckiser Group PLC		1,450		100,509
Reynolds Consumer Products, Inc.(b)		178		5,336
Spectrum Brands Holdings, Inc.		131		7,980
Unicharm Corp.		700		26,800
				7,812,022
Independent Power and Renewable Electricity Producers — 0.5%
ACWA Power Co.		4,477		181,184
AES Corp.		8,923		256,625
Brookfield Renewable Corp., Class A(b)		8,333		229,491
China Longyuan Power Group Corp. Ltd., Class H		121,000		147,086
Clearway Energy, Inc., Class A		21,751		650,790
Clearway Energy, Inc., Class C		30,138		960,498
EDP Renovaveis SA		1,141		25,143
Meridian Energy Ltd.		5,635		18,743
RWE AG		2,606		115,205
Sunnova Energy International, Inc.(a)(b)		14,008		252,284
Vistra Corp.		34,199		793,417
				3,630,466
Industrial Conglomerates — 0.3%
3M Co.		569		68,235
CITIC Ltd.		118,000		124,069
DCC PLC		805		39,583
Fosun International Ltd.		175,500		142,449
Hanwha Corp.		11,907		242,320
Hitachi Ltd.		2,900		145,917
Honeywell International, Inc.(b)		1,669		357,667
Industries Qatar QSC		63,668		223,200
Investment AB Latour, B Shares		3,343		63,223
Keppel Corp. Ltd.		21,500		116,598
Lotte Corp.		6,835		166,933
Samsung C&T Corp.		4,439		399,915
Siemens AG, Registered Shares		2,062		284,249
SM Investments Corp.		13,280		215,373
			2,589,731
Insurance — 2.2%
Aflac, Inc.		2,336		168,052
AIA Group Ltd.		33,600		371,058
Allianz SE, Registered Shares		1,193		254,774
Allstate Corp.		2,361		320,152
Ambac Financial Group, Inc.(a)		5,876		102,477
American Equity Investment Life Holding Co.		523		23,859
American Financial Group, Inc.		386		52,990
American International Group, Inc.		2,540		160,630
Aon PLC, Class A		568		170,479

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 15

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Insurance (continued)
Argo Group International Holdings Ltd.		1,630	$	42,135
Assured Guaranty Ltd.		199		12,390
Aviva PLC		12,895		68,403
AXA SA		4,593		127,940
Axis Capital Holdings Ltd.(b)		265		14,355
BB Seguridade Participacoes SA		27,985		178,173
Bright Health Group, Inc.(a)		24,663		16,028
Brighthouse Financial, Inc.(a)		266		13,638
Cathay Financial Holding Co. Ltd.		8,325		10,810
China Life Insurance Co. Ltd., Class H		332,000		566,638
China Pacific Insurance Group Co. Ltd., Class H		214,600		474,548
China Taiping Insurance Holdings Co. Ltd.		102,600		127,302
CNA Financial Corp.(b)		92		3,890
CNO Financial Group, Inc.(b)		16,986		388,130
Crawford & Co., Class A		30,804		171,270
Dai-ichi Life Holdings, Inc.		1,200		27,100
Donegal Group, Inc., Class A		9,825		139,515
eHealth, Inc.(a)		6,459		31,262
FedNat Holding Co.(a)		4,457		7
First American Financial Corp.		339		17,743
Genworth Financial, Inc., Class A(a)		20,040		106,012
Gjensidige Forsikring ASA		6,426		126,040
Goosehead Insurance, Inc., Class A(a)(b)		3,141		107,862
Hannover Rueck SE		104		20,520
Hanover Insurance Group, Inc.		119		16,080
Hartford Financial Services Group, Inc.(b)		10,996		833,827
HCI Group, Inc.(b)		1,427		56,495
HDFC Life Insurance Co. Ltd.(c)		11,046		75,454
Heritage Insurance Holdings, Inc.		20,263		36,473
Insurance Australia Group Ltd.		7,014		22,548
Investors Title Co.		307		45,298
Kemper Corp.		206		10,135
Kinsale Capital Group, Inc.		1,908		498,980
Legal & General Group PLC		7,458		22,360
Lemonade, Inc.(a)(b)		6,167		84,365
Life Insurance Corp. of India		19,317		159,734
Lincoln National Corp.		607		18,647
Marsh & McLennan Cos., Inc.		13,068		2,162,493
MBIA, Inc.(a)		3,255		41,827
Medibank Pvt Ltd.		11,208		22,360
Mercury General Corp.(b)		10,169		347,780
MetLife, Inc.		29,354		2,124,349
MS&AD Insurance Group Holdings, Inc.		700		22,379
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen, Registered Shares		395		127,771
New China Life Insurance Co. Ltd., Class H		106,300		258,806
Old Republic International Corp.		944		22,798
Oscar Health, Inc., Class A(a)(b)		42,910		105,559
Palomar Holdings, Inc.(a)		829		37,438
People’s Insurance Co. Group of China Ltd., Class H		472,000		156,145
PICC Property & Casualty Co. Ltd., Class H		482,000		455,729
Ping An Insurance Group Co. of China Ltd., Class H		273,500		1,796,824
Primerica, Inc.		125		17,727
Principal Financial Group, Inc.(b)		823		69,066
Prudential Financial, Inc.		952		94,686
Prudential PLC		6,028		82,193
QBE Insurance Group Ltd.		4,268		38,718
Reinsurance Group of America, Inc.		230		32,681
RenaissanceRe Holdings Ltd.(b)		150		27,634
RLI Corp.		6,102		801,009
Root, Inc./OH, Class A(a)(b)		2,018		9,061
Ryan Specialty Holdings, Inc.(a)		275		11,415

Security	Shares		Value
Insurance (continued)
Sampo OYJ, A Shares		1,465	$	76,516
SBI Life Insurance Co. Ltd.(c)		13,754		204,138
Selective Insurance Group, Inc.		1,707		151,257
Selectquote, Inc.(a)		9,708		6,523
Sompo Holdings, Inc.		600		26,546
Swiss Life Holding AG, Registered Shares		52		26,804
Swiss Re AG		549		51,332
Tokio Marine Holdings, Inc.		4,300		91,858
Travelers Cos., Inc.		3,238		607,093
Trean Insurance Group, Inc.(a)		5,265		31,590
Trupanion, Inc.(a)(b)		5,376		255,521
United Insurance Holdings Corp.		4,694		4,976
Unum Group		702		28,803
W R Berkley Corp.		2,548		184,908
White Mountains Insurance Group Ltd.		10		14,143
Zurich Insurance Group AG		411		196,490
				17,121,524
Interactive Media & Services — 2.9%
Adevinta ASA(a)		2,587		17,130
Alphabet, Inc., Class A(a)		54,609		4,818,152
Alphabet, Inc., Class C(a)		45,236		4,013,790
Auto Trader Group PLC(c)		5,485		34,157
Autohome, Inc., ADR		2,071		63,373
Baidu, Inc., Class A(a)		73,060		1,041,889
Bumble, Inc., Class A(a)		10,623		223,614
Cargurus, Inc.(a)		10,575		148,156
Cars.com, Inc.(a)		1,527		21,027
Eventbrite, Inc., Class A(a)(b)		22,689		132,957
EverQuote, Inc., Class A(a)		5,567		82,058
fuboTV, Inc.(a)(b)		12,760		22,202
Kanzhun Ltd., ADR(a)		3,563		72,578
Kuaishou Technology(a)(c)		50,100		450,362
Meta Platforms, Inc., Class A(a)		18,954		2,280,924
NAVER Corp.		2,362		335,926
Pinterest, Inc., Class A(a)		1,299		31,540
QuinStreet, Inc.(a)		12,994		186,464
REA Group Ltd.		545		40,988
Scout24 SE(c)		315		15,855
SEEK Ltd.		2,394		34,035
Shutterstock, Inc.(b)		3,587		189,107
Snap, Inc., Class A(a)		21,832		195,396
Tencent Holdings Ltd.		191,600		8,123,910
TripAdvisor, Inc.(a)		341		6,131
TrueCar, Inc.(a)		10,229		25,675
Vimeo, Inc.(a)		41,779		143,302
Weibo Corp., ADR(a)		4,032		77,092
Yelp, Inc.(a)		11,581		316,624
Z Holdings Corp.		6,600		16,484
ZipRecruiter, Inc., Class A(a)		11,831		194,265
				23,355,163
Internet & Direct Marketing Retail — 2.5%
1-800-Flowers.com, Inc., Class A(a)		10,320		98,659
Alibaba Group Holding Ltd.(a)		444,860		4,881,408
Amazon.com, Inc.(a)		76,647		6,438,348
CarParts.com, Inc.(a)		9,789		61,279
ContextLogic, Inc., Class A(a)(b)		93,015		45,363
Coupang, Inc.(a)(b)		10,642		156,544
eBay, Inc.		20,715		859,051
Etsy, Inc.(a)		273		32,700
JD.com, Inc., Class A		60,386		1,685,773
Meituan, Class B(a)(c)		123,600		2,738,461
MercadoLibre, Inc.(a)		32		27,080

16 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Internet & Direct Marketing Retail (continued)
Naspers Ltd., N Shares		3,784	$	632,328
Overstock.com, Inc.(a)		14,023		271,485
Pinduoduo, Inc., ADR(a)		14,834		1,209,713
Prosus NV		2,404		165,980
Revolve Group, Inc.(a)		5,247		116,798
Stitch Fix, Inc., Class A(a)		24,087		74,911
ThredUp, Inc., Class A(a)		10,521		13,783
Vipshop Holdings Ltd., ADR(a)		15,082		205,718
Zalando SE(a)(c)		883		31,086
ZOZO, Inc.		900		22,226
				19,768,694
IT Services — 3.0%
Accenture PLC, Class A		5,206		1,389,169
Adyen NV(a)(c)		49		68,024
Amadeus IT Group SA(a)		1,009		52,345
Amdocs Ltd.		396		35,996
Automatic Data Processing, Inc.		4,376		1,045,251
AvidXchange Holdings, Inc.(a)		21,502		213,730
Backblaze, Inc., Class A(a)(b)		2,670		16,421
Bechtle AG		937		33,121
BigCommerce Holdings, Inc., Series-1(a)(b)		3,334		29,139
Block, Inc.(a)		2,959		185,944
Capgemini SE		243		40,624
Cielo SA		281,507		280,085
Cloudflare, Inc., Class A(a)		859		38,835
Cognizant Technology Solutions Corp., Class A		16,307		932,597
Concentrix Corp.		142		18,909
Conduent, Inc.(a)		41,159		166,694
CSG Systems International, Inc.		8,030		459,316
DigitalOcean Holdings, Inc.(a)		5,243		133,539
DXC Technology Co.(a)		768		20,352
Edenred		929		50,561
EPAM Systems, Inc.(a)		92		30,152
Euronet Worldwide, Inc.(a)		167		15,761
Evo Payments, Inc., Class A(a)		3,929		132,957
ExlService Holdings, Inc.(a)		4,010		679,414
Fastly, Inc., Class A(a)		23,910		195,823
Fidelity National Information Services, Inc.		2,576		174,782
Fiserv, Inc.(a)		1,883		190,315
Flywire Corp.(a)		6,698		163,900
Fujitsu Ltd.		900		119,986
Gartner, Inc.(a)		1,930		648,750
Genpact Ltd.		603		27,931
Global Payments, Inc.		790		78,463
Globant SA(a)		134		22,533
GMO Payment Gateway, Inc.		700		57,889
Grid Dynamics Holdings, Inc.(a)		3,598		40,370
Hackett Group, Inc.		6,647		135,399
HCL Technologies Ltd.		54,004		677,258
Infosys Ltd.		105,039		1,914,997
Infosys Ltd., ADR		39,637		713,862
International Business Machines Corp.		1,859		261,915
Itochu Techno-Solutions Corp.		3,200		74,226
Jack Henry & Associates, Inc.		247		43,363
Kyndryl Holdings, Inc.(a)		676		7,517
Marqeta, Inc., Class A(a)		58,350		356,519
Mastercard, Inc., Class A		7,809		2,715,424
MoneyGram International, Inc.(a)		2,310		25,156
Mphasis Ltd.		5,175		123,259
NEC Corp.		1,500		52,604
Nexi SpA(a)(c)		6,295		49,692

Security	Shares		Value
IT Services (continued)
Nomura Research Institute Ltd.		2,000	$	47,548
Obic Co. Ltd.		1,000		146,809
Otsuka Corp.		2,400		75,649
Paya Holdings, Inc.(a)		2,539		19,982
Paychex, Inc.		2,058		237,822
Payoneer Global, Inc.(a)(b)		20,367		111,407
PayPal Holdings, Inc.(a)		20,479		1,458,514
Paysafe Ltd.(a)		5,518		76,645
Perficient, Inc.(a)		3,242		226,389
Remitly Global, Inc.(a)		14,255		163,220
Repay Holdings Corp.(a)		13,798		111,074
Sabre Corp.(a)		32,164		198,774
Samsung SDS Co. Ltd.		514		50,094
SCSK Corp.		8,200		124,121
Shift4 Payments, Inc., Class A(a)		147		8,222
Snowflake, Inc., Class A(a)		871		125,023
Squarespace, Inc., Class A(a)		2,528		56,046
StoneCo Ltd., Class A(a)		51,883		489,776
Tata Consultancy Services Ltd.		52,723		2,073,443
Thoughtworks Holding, Inc.(a)(b)		143		1,457
TIS, Inc.		2,800		73,589
Toast, Inc., Class A(a)(b)		774		13,955
TTEC Holdings, Inc.		2,475		109,222
Twilio, Inc., Class A(a)		1,909		93,465
Unisys Corp.(a)		4,314		22,045
Visa, Inc., Class A		11,829		2,457,593
WEX, Inc.(a)		144		23,566
				23,536,319
Leisure Products — 0.1%
Brunswick Corp.		243		17,516
Hasbro, Inc.		1,693		103,290
Malibu Boats, Inc., Class A(a)		944		50,315
MasterCraft Boat Holdings, Inc.(a)		745		19,273
Mattel, Inc.(a)		1,149		20,498
Peloton Interactive, Inc., Class A(a)(b)		989		7,853
Polaris, Inc.		189		19,089
Topgolf Callaway Brands Corp.(a)(b)		19,351		382,182
YETI Holdings, Inc.(a)		283		11,691
				631,707
Life Sciences Tools & Services — 1.4%
10X Genomics, Inc., Class A(a)		291		10,604
AbCellera Biologics, Inc.(a)(b)		25,542		258,740
Adaptive Biotechnologies Corp.(a)		41,425		316,487
Agilent Technologies, Inc.		9,753		1,459,536
Azenta, Inc.(b)		243		14,147
Berkeley Lights, Inc.(a)		14,477		38,798
BioLife Solutions, Inc.(a)		2,338		42,552
Bionano Genomics, Inc.(a)(b)		15,618		22,802
Bio-Rad Laboratories, Inc., Class A(a)		81		34,060
Bio-Techne Corp.		488		40,445
Bruker Corp.		351		23,991
Charles River Laboratories International, Inc.(a)		152		33,121
Codexis, Inc.(a)		12,501		58,255
CryoPort, Inc.(a)		4,545		78,856
Danaher Corp.		10,243		2,718,697
Eurofins Scientific SE		756		54,279
Illumina, Inc.(a)		687		138,911
IQVIA Holdings, Inc.(a)		708		145,062
Lonza Group AG, Registered Shares		219		107,502
Maravai LifeSciences Holdings, Inc., Class A(a)		360		5,152
MaxCyte, Inc.(a)		4,433		24,204

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 17

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Life Sciences Tools & Services (continued)
Medpace Holdings, Inc.(a)		1,285	$	272,947
Mettler-Toledo International, Inc.(a)		146		211,036
NanoString Technologies, Inc.(a)		10,508		83,749
Nautilus Biotechnology, Inc.(a)		2,672		4,810
NeoGenomics, Inc.(a)		13,770		127,235
OmniAb, Inc.(a)		2,082		7,495
OmniAb, Inc.(d)		322		—
Pacific Biosciences of California, Inc.(a)(b)		18,685		152,843
PerkinElmer, Inc.		2,790		391,214
Personalis, Inc.(a)(b)		13,965		27,651
QIAGEN NV(a)		2,069		103,712
Quanterix Corp.(a)		2,466		34,154
Quantum-Si, Inc.(a)		5,825		10,660
Repligen Corp.(a)		400		67,724
Sartorius Stedim Biotech		167		54,270
Seer, Inc., Class A(a)(b)		7,416		43,013
Singular Genomics Systems, Inc.(a)(b)		863		1,735
SomaLogic, Inc.(a)		23,241		58,335
Sotera Health Co.(a)		324		2,699
Syneos Health, Inc.(a)		336		12,324
Syngene International Ltd.(c)		12,096		85,525
Thermo Fisher Scientific, Inc.		4,997		2,751,798
Waters Corp.(a)		180		61,664
West Pharmaceutical Services, Inc.		540		127,089
WuXi AppTec Co. Ltd., Class H(c)		18,648		195,664
Wuxi Biologics Cayman, Inc.(a)(c)		102,500		776,325
				11,291,872
Machinery — 2.1%
AGCO Corp.		208		28,847
Allison Transmission Holdings, Inc.		1,606		66,810
Alstom SA		2,022		49,471
Altra Industrial Motion Corp.		11,285		674,279
Ardagh Group SA(a)		56		476
Astec Industries, Inc.		6,317		256,849
Caterpillar, Inc.		648		155,235
Chart Industries, Inc.(a)		3,112		358,596
Columbus McKinnon Corp.		2,218		72,018
Crane Holdings Co.		169		16,976
Cummins India Ltd.		12,506		208,521
Cummins, Inc.		463		112,180
Deere & Co.		5,932		2,543,404
Donaldson Co., Inc.		412		24,254
Elgi Equipments Ltd.		15,013		75,963
Enerpac Tool Group Corp.		3,921		99,789
EnPro Industries, Inc.		265		28,803
Esab Corp.(b)		159		7,460
Evoqua Water Technologies Corp.(a)		11,615		459,954
FANUC Corp.		100		14,965
Federal Signal Corp.		2,613		121,426
Flowserve Corp.(b)		435		13,346
Franklin Electric Co., Inc.(b)		13,838		1,103,580
Gates Industrial Corp. PLC(a)		326		3,720
Gencor Industries, Inc.(a)		5,434		54,883
Graco, Inc.		912		61,341
Hiwin Technologies Corp.		55,763		330,054
Hurco Cos., Inc.		1,217		31,800
Hyliion Holdings Corp.(a)(b)		20,862		48,817
Hyster-Yale Materials Handling, Inc.		2,475		62,642
Illinois Tool Works, Inc.		2,822		621,687
Indutrade AB		2,165		43,905
ITT, Inc.		279		22,627

Security	Shares		Value
Machinery (continued)
Kadant, Inc.		327	$	58,085
Kennametal, Inc.(b)		14,510		349,111
Kone OYJ, Class B		1,608		83,249
Korea Shipbuilding & Offshore Engineering Co. Ltd.(a)		2,556		143,729
Lincoln Electric Holdings, Inc.(b)		184		26,586
Lindsay Corp.		632		102,921
Manitowoc Co., Inc.(a)		18,167		166,410
Microvast Holdings, Inc.(a)		13,128		20,086
Middleby Corp.(a)		179		23,968
Mueller Industries, Inc.		2,573		151,807
Mueller Water Products, Inc., Class A(b)		7,140		76,826
Oshkosh Corp.		220		19,402
PACCAR, Inc.		5,449		539,288
Parker-Hannifin Corp.		87		25,317
Schindler Holding AG		171		32,162
Shyft Group, Inc.(b)		5,016		124,698
SMC Corp.		100		41,755
Snap-on, Inc.		5,140		1,174,439
SPX Technologies, Inc.(a)		7,621		500,319
Standex International Corp.		1,982		202,977
Tennant Co.(b)		2,003		123,325
Terex Corp.		13,526		577,831
Timken Co.		14,880		1,051,570
Titan International, Inc.(a)		5,913		90,587
Toro Co.		349		39,507
Watts Water Technologies, Inc., Class A		8,466		1,237,983
Westinghouse Air Brake Technologies Corp.		323		32,239
Xylem, Inc.		13,103		1,448,799
Zoomlion Heavy Industry Science & Technology Co. Ltd., Class H		275,000		129,562
				16,369,216
Marine — 0.1%
AP Moller - Maersk A/S, Class A		12		26,446
AP Moller - Maersk A/S, Class B		30		67,158
Eagle Bulk Shipping, Inc.		810		40,452
Genco Shipping & Trading Ltd.(b)		6,487		99,640
Golden Ocean Group Ltd.		15,357		133,453
Kirby Corp.(a)		200		12,870
Kuehne & Nagel International AG, Registered Shares		170		39,522
Matson, Inc.		7,067		441,758
MISC Bhd		74,700		127,175
Mitsui OSK Lines Ltd.		800		19,990
Nippon Yusen KK		1,100		25,939
				1,034,403
Media — 0.7%
Altice USA, Inc., Class A(a)		699		3,215
Cardlytics, Inc.(a)		3,383		19,554
Charter Communications, Inc., Class A(a)		289		98,000
Cheil Worldwide, Inc.		12,785		233,520
China Literature Ltd.(a)(c)		28,200		108,781
Comcast Corp., Class A		40,511		1,416,670
ComScore, Inc.(a)		13,300		15,428
Cumulus Media, Inc., Class A(a)		3,764		23,374
Dentsu Group, Inc.		200		6,274
Emerald Holding, Inc.(a)		7,770		27,506
Entravision Communications Corp., Class A		21,487		103,138
EW Scripps Co., Class A(a)		14,314		188,802
Fox Corp., Class A		56,508		1,716,148
Fox Corp., Class B		775		22,049
iHeartMedia, Inc., Class A(a)		14,416		88,370
Informa PLC		5,081		37,903

18 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Media (continued)
Integral Ad Science Holding Corp.(a)		2,670	$	23,469
Interpublic Group of Cos., Inc.(b)		740		24,649
Liberty Broadband Corp., Class A(a)		62		4,703
Liberty Media Corp.-Liberty SiriusXM, Class A(a)(b)		20		786
Magnite, Inc.(a)(b)		8,214		86,986
New York Times Co., Class A		565		18,340
News Corp., Class B		415		7,653
Nexstar Media Group, Inc., Class A(b)		125		21,879
Omnicom Group, Inc.(b)		377		30,752
Paramount Global, Class A(b)		26		510
Publicis Groupe SA		592		37,818
Scholastic Corp.		3,048		120,274
Sinclair Broadcast Group, Inc., Class A(b)		8,861		137,434
TEGNA, Inc.		19,334		409,687
Thryv Holdings, Inc.(a)(b)		1,278		24,282
Townsquare Media, Inc., Class A(a)		5,405		39,186
Trade Desk, Inc., Class A(a)		1,419		63,614
WideOpenWest, Inc.(a)		4,252		38,736
WPP PLC		5,099		50,378
				5,249,868
Metals & Mining — 1.8%
Alpha Metallurgical Resources, Inc.(b)		307		44,942
Alrosa PJSC(a)(d)		667,929		91
Aluminum Corp. of China Ltd., Class H		216,000		91,405
Anglo American Platinum Ltd.		7,888		658,306
Anglo American PLC		4,884		191,370
AngloGold Ashanti Ltd.		13,698		266,894
APL Apollo Tubes Ltd.		22,005		289,599
Arconic Corp.(a)		6,069		128,420
ATI, Inc.(a)(b)		5,864		175,099
BHP Group Ltd., Class DI		11,663		361,284
China Hongqiao Group Ltd.		252,500		238,146
Cia Siderurgica Nacional SA		19,126		52,131
Coeur Mining, Inc.(a)		52,706		177,092
Commercial Metals Co.		23,017		1,111,721
Constellium SE(a)		26,821		317,292
CSN Mineracao SA		246,961		188,373
Dongkuk Steel Mill Co. Ltd.		9,839		86,955
Fortescue Metals Group Ltd.		4,224		59,039
Ganfeng Lithium Group Co. Ltd., Class A		20,800		208,339
Gerdau SA, ADR		46,327		256,652
Glencore PLC		17,989		119,962
Gold Fields Ltd.		29,595		307,339
Gold Fields Ltd., ADR(b)		14,038		145,293
Grupo Mexico SAB de CV, Series B		128,888		452,479
Hecla Mining Co.(b)		31,939		177,581
Hochschild Mining PLC		52,450		44,585
Hycroft Mining Holding Corp.(a)		18,205		9,687
Hyundai Steel Co.		11,432		278,642
IGO Ltd.		1,615		14,773
Impala Platinum Holdings Ltd.		20,697		260,096
Kaiser Aluminum Corp.(b)		309		23,472
Kumba Iron Ore Ltd.		2,797		80,787
Materion Corp.		493		43,142
MMC Norilsk Nickel PJSC(d)		651		—
MP Materials Corp.(a)		311		7,551
Newmont Corp.		9,615		453,828
Novagold Resources, Inc.(a)		45,043		269,357
Olympic Steel, Inc.(b)		3,043		102,184
Pilbara Minerals Ltd.(a)		8,439		21,370
POSCO Holdings, Inc.		3,693		808,220

Security	Shares		Value
Metals & Mining (continued)
POSCO Holdings, Inc., ADR		3,505	$	190,917
Reliance Steel & Aluminum Co.		1,112		225,113
Rio Tinto PLC		1,326		93,329
Royal Gold, Inc.(b)		225		25,362
Ryerson Holding Corp.		2,388		72,261
Saudi Arabian Mining Co.(a)		33,799		580,262
Schnitzer Steel Industries, Inc., Class A		3,858		118,248
Severstal PAO(d)		6,166		1
Shougang Fushan Resources Group Ltd.		492,000		156,914
Sibanye Stillwater Ltd.		110,325		292,497
Southern Copper Corp.(b)		11,127		671,960
SSR Mining, Inc.		726		11,376
Steel Dynamics, Inc.		3,109		303,749
SunCoke Energy, Inc.		20,004		172,635
TimkenSteel Corp.(a)		2,598		47,206
U.S. Steel Corp.		891		22,320
Vale SA		111,612		1,890,935
Warrior Met Coal, Inc.		8,604		298,043
Xiamen Tungsten Co. Ltd., Class A		28,900		81,411
Zijin Mining Group Co. Ltd., Class H		134,000		180,095
				13,958,132
Mortgage Real Estate Investment Trusts (REITs) — 0.1%
AGNC Investment Corp.(b)		1,743		18,040
Annaly Capital Management, Inc.(b)		935		19,710
Arbor Realty Trust, Inc.(b)		26,235		346,040
Blackstone Mortgage Trust, Inc., Class A(b)		5,769		122,130
Great Ajax Corp.		1,180		8,555
Hannon Armstrong Sustainable Infrastructure Capital, Inc.(b)		7,277		210,887
Ladder Capital Corp.		22,785		228,761
Rithm Capital Corp.(b)		1,424		11,634
Starwood Property Trust, Inc.(b)		975		17,872
				983,629
Multiline Retail — 0.4%
Dillard’s, Inc., Class A(b)		693		223,978
Dollar General Corp.		2,151		529,684
Dollar Tree, Inc.(a)		2,583		365,340
Hyundai Department Store Co. Ltd.		4,685		219,567
Kohl’s Corp.(b)		473		11,943
Macy’s, Inc.		9,686		200,016
Next PLC		1,158		81,142
Nordstrom, Inc.(b)		367		5,923
Ollie’s Bargain Outlet Holdings, Inc.(a)		205		9,602
Poya International Co. Ltd.		19,000		307,624
Shinsegae, Inc.(a)		2,621		458,224
Target Corp.		6,145		915,851
Wesfarmers Ltd.		5,737		178,922
				3,507,816
Multi-Utilities — 0.8%
Ameren Corp.		2,102		186,910
Avista Corp.		1,672		74,137
Black Hills Corp.		12,918		908,652
CMS Energy Corp.		13,907		880,730
Consolidated Edison, Inc.		1,945		185,378
Dominion Energy, Inc.		5,264		322,789
DTE Energy Co.		16,994		1,997,305
E.ON SE		7,334		72,915
Engie SA		6,852		98,025
National Grid PLC		16,556		198,330
NorthWestern Corp.		4,763		282,636
Public Service Enterprise Group, Inc.		7,496		459,280

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 19

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Multi-Utilities (continued)
Sempra Energy		1,501	$	231,965
Veolia Environnement SA		3,127		80,346
WEC Energy Group, Inc.		2,082		195,208
				6,174,606
Oil, Gas & Consumable Fuels — 3.9%
Aker BP ASA		3,255		101,175
AKR Corporindo Tbk PT		2,728,400		245,414
Alto Ingredients, Inc.(a)		8,550		24,624
Ampol Ltd.		2,009		38,618
Antero Midstream Corp.(b)		1,145		12,355
Antero Resources Corp.(a)		1,007		31,207
Ardmore Shipping Corp.(a)		15,646		225,459
Bangchak Corp. PCL, NVDR		739,900		671,940
Berry Corp.		2,756		22,048
BP PLC		64,674		373,165
California Resources Corp.		5,576		242,612
Cheniere Energy, Inc.		106		15,896
Chesapeake Energy Corp.(b)		1,672		157,787
Chevron Corp.		21,122		3,791,188
China Petroleum & Chemical Corp., Class H		1,265,400		609,685
Chord Energy Corp.(b)		6,051		827,837
Civitas Resources, Inc.(b)		6,270		363,221
Clean Energy Fuels Corp.(a)		15,836		82,347
CNX Resources Corp.(a)		14,706		247,649
Comstock Resources, Inc.(b)		9,334		127,969
ConocoPhillips		6,080		717,440
Delek U.S. Holdings, Inc.		10,210		275,670
Denbury, Inc.(a)		4,174		363,221
Devon Energy Corp.		1,206		74,181
DHT Holdings, Inc.		20,436		181,472
DT Midstream, Inc.(a)		331		18,291
Ecopetrol SA, ADR(b)		10,655		111,558
Energy Fuels, Inc.(a)		15,022		93,287
Eni SpA		6,377		90,677
Enviva, Inc.(b)		105		5,562
EOG Resources, Inc.		8,478		1,098,071
Equinor ASA		5,163		185,559
Equitrans Midstream Corp.		6,125		41,037
Evolution Petroleum Corp.		17,086		128,999
Exxon Mobil Corp.		38,055		4,197,466
FLEX LNG Ltd.(a)(b)		1,113		36,384
Gazprom PJSC(d)		123,918		17
Golar LNG Ltd.(a)		8,386		191,117
Hess Corp.		429		60,841
Inpex Corp.		3,600		38,683
International Seaways, Inc.		6,793		251,477
Kosmos Energy Ltd.(a)(b)		20,558		130,749
LUKOIL PJSC(d)		31,813		4
Magnolia Oil & Gas Corp., Class A(b)		14,475		339,439
Marathon Oil Corp.		7,537		204,027
Marathon Petroleum Corp.		12,842		1,494,680
Matador Resources Co.(b)		13,972		799,757
MOL Hungarian Oil & Gas PLC		17,840		124,332
Murphy Oil Corp.		15,331		659,386
Neste OYJ		1,375		63,411
New Fortress Energy, Inc.(b)		91		3,860
Nordic American Tankers Ltd.		19,898		60,888
Novatek PJSC(d)		33,690		5
Occidental Petroleum Corp.(b)		1,461		92,028
Oil & Natural Gas Corp. Ltd.		108,374		192,914
Ovintiv, Inc.		5,669		287,475

Security	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Par Pacific Holdings, Inc.(a)		4,958	$	115,273
PBF Energy, Inc., Class A		11,440		466,523
PDC Energy, Inc.		324		20,568
PetroChina Co. Ltd., Class A		203,500		146,173
PetroChina Co. Ltd., Class H		1,793,700		819,350
Petronas Dagangan Bhd		14,700		76,754
Phillips 66		715		74,417
Pioneer Natural Resources Co.		399		91,128
Polski Koncern Naftowy ORLEN SA		42,852		629,553
PTT Exploration & Production PCL, NVDR		151,200		770,004
Rabigh Refining & Petrochemical Co.(a)		25,333		73,253
Range Resources Corp.		2,268		56,745
Reliance Industries Ltd.		75,209		2,308,962
Repsol SA		1,283		20,422
SandRidge Energy, Inc.(a)		2,032		34,605
Santos Ltd.		18,129		89,162
Saudi Arabian Oil Co.(c)		76,033		652,662
Scorpio Tankers, Inc.		8,897		478,392
SFL Corp. Ltd.		12,911		119,039
Shell PLC		22,765		641,764
Sitio Royalties Corp., Class A(b)		5,654		163,118
SM Energy Co.(b)		15,213		529,869
Southwestern Energy Co.(a)		17,038		99,672
Talos Energy, Inc.(a)		525		9,912
Tatneft PJSC(d)		79,242		11
Teekay Corp.(a)		5,348		24,280
Teekay Tankers Ltd., Class A(a)		7,137		219,891
Texas Pacific Land Corp.(b)		57		133,621
TotalEnergies SE		8,014		503,064
Turkiye Petrol Rafinerileri A/S(a)		2,067		58,580
Ultrapar Participacoes SA		47,615		113,051
Ur-Energy, Inc.(a)		12,570		14,455
Valero Energy Corp.		2,313		293,427
Williams Cos., Inc.(b)		2,055		67,609
Woodside Energy Group Ltd.		6,523		157,975
World Fuel Services Corp.		14,499		396,258
				31,295,703
Paper & Forest Products — 0.1%
Dexco SA		85,781		109,883
Louisiana-Pacific Corp.(b)		245		14,504
Mondi PLC		4,082		69,030
Resolute Forest Products, Inc.(a)		3,923		84,698
Sylvamo Corp.		2,114		102,719
UPM-Kymmene OYJ		1,702		63,691
				444,525
Personal Products — 0.4%
Amorepacific Group		5,564		154,338
Beiersdorf AG		639		73,020
Coty, Inc., Class A(a)		1,135		9,716
elf Beauty, Inc.(a)		7,894		436,538
Estee Lauder Cos., Inc., Class A		2,206		547,331
Haleon PLC(a)		17,757		70,258
Herbalife Nutrition Ltd.(a)		6,273		93,342
Hindustan Unilever Ltd.		19,797		611,598
Honest Co., Inc.(a)		4,757		14,318
Kao Corp.		2,300		91,311
Kobayashi Pharmaceutical Co. Ltd.		400		27,417
L’Oreal SA		1,192		426,852
Medifast, Inc.		1,384		159,644
Natural Health Trends Corp.(b)		3		10
Nature’s Sunshine Products, Inc.(a)		2,873		23,903

20 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Personal Products (continued)
Nu Skin Enterprises, Inc., Class A(b)		4,706	$	198,405
Olaplex Holdings, Inc.(a)		277		1,443
Shiseido Co. Ltd.		700		34,310
Unilever PLC		8,674		437,931
USANA Health Sciences, Inc.(a)		1,804		95,973
				3,507,658
Pharmaceuticals — 3.1%
Aclaris Therapeutics, Inc.(a)		6,903		108,722
Amneal Pharmaceuticals, Inc.(a)		13,679		27,221
Amphastar Pharmaceuticals, Inc.(a)		7,829		219,369
Amylyx Pharmaceuticals, Inc.(a)		1,390		51,360
Arvinas, Inc.(a)		6,263		214,257
Aspen Pharmacare Holdings Ltd.		25,254		201,974
Astellas Pharma, Inc.		8,000		121,645
AstraZeneca PLC		4,894		662,253
Asymchem Laboratories Tianjin Co. Ltd., Class A		7,300		155,844
Atea Pharmaceuticals, Inc.(a)		13,898		66,849
Axsome Therapeutics, Inc.(a)		1,329		102,506
Bayer AG, Registered Shares		3,515		180,917
Bristol-Myers Squibb Co.		15,615		1,123,499
Cara Therapeutics, Inc.(a)		2,169		23,295
Cassava Sciences, Inc.(a)(b)		1,592		47,028
Catalent, Inc.(a)		1,253		56,398
China Medical System Holdings Ltd.		42,000		65,721
China Resources Pharmaceutical Group Ltd.(c)		302,000		243,585
Chugai Pharmaceutical Co. Ltd.		3,100		79,071
Collegium Pharmaceutical, Inc.(a)		3,969		92,081
Corcept Therapeutics, Inc.(a)		18,198		369,601
CSPC Pharmaceutical Group Ltd.		283,520		295,165
Daiichi Sankyo Co. Ltd.		6,200		199,557
DICE Therapeutics, Inc.(a)(b)		1,507		47,018
Dr Reddy’s Laboratories Ltd.		3,187		162,996
Dr Reddy’s Laboratories Ltd., ADR		2,085		107,899
Eisai Co. Ltd.		900		59,357
Elanco Animal Health, Inc.(a)		2,380		29,084
Eli Lilly & Co.		9,969		3,647,059
Endo International PLC(a)		21,487		1,521
Esperion Therapeutics, Inc.(a)		13,528		84,279
Flexion Therapeutics(d)		3,275		2,031
Glenmark Pharmaceuticals Ltd.		37,866		193,922
GSK PLC		14,205		245,508
Hanmi Pharm Co. Ltd.		493		116,762
Harmony Biosciences Holdings, Inc.(a)		4,161		229,271
Hikma Pharmaceuticals PLC		1,233		22,978
Intra-Cellular Therapies, Inc.(a)		8,322		440,400
Ipsen SA		263		28,288
Jazz Pharmaceuticals PLC(a)		461		73,442
Johnson & Johnson		19,824		3,501,910
Kyowa Kirin Co. Ltd.		1,300		29,775
Lannett Co., Inc.(a)(b)		9,376		4,883
Ligand Pharmaceuticals, Inc.(a)		1,908		127,454
Mega Lifesciences PCL, NVDR		189,700		255,933
Merck & Co., Inc.		17,650		1,958,267
Merck KGaA		643		124,061
Mind Medicine MindMed, Inc.(a)		1,005		2,211
Nektar Therapeutics(a)		37,541		84,843
NGM Biopharmaceuticals, Inc.(a)		11,888		59,678
Nippon Shinyaku Co. Ltd.		400		22,700
Novartis AG, Registered Shares		6,510		589,138
Novo Nordisk A/S, Class B		4,499		611,034
Nuvation Bio, Inc.(a)		14,412		27,671

Security	Shares		Value
Pharmaceuticals (continued)
Ono Pharmaceutical Co. Ltd.		1,600	$	37,398
Oramed Pharmaceuticals, Inc.(a)(b)		2,439		29,341
Organon & Co.		832		23,238
Orion OYJ, Class B		482		26,425
Otsuka Holdings Co. Ltd.		1,800		58,703
Perrigo Co. PLC		440		15,000
Pfizer, Inc.		45,996		2,356,835
Phathom Pharmaceuticals, Inc.(a)		1,525		17,110
Phibro Animal Health Corp., Class A		6,136		82,284
Pliant Therapeutics, Inc.(a)(b)		3,262		63,054
Porton Pharma Solutions Ltd., Class A		20,900		123,113
Prestige Consumer Healthcare, Inc.(a)		13,295		832,267
Reata Pharmaceuticals, Inc., Class A(a)(b)		4,018		152,644
Revance Therapeutics, Inc.(a)(b)		11,106		205,017
Roche Holding AG		2,130		674,014
Royalty Pharma PLC, Class A		1,745		68,962
Sanofi		3,836		369,892
Shionogi & Co. Ltd.		1,000		49,893
Sino Biopharmaceutical Ltd.		94,000		54,738
Sun Pharmaceutical Industries Ltd.		34,967		422,856
Supernus Pharmaceuticals, Inc.(a)		12,690		452,652
Takeda Pharmaceutical Co. Ltd.		5,900		184,355
TherapeuticsMD, Inc.(a)		745		4,165
Theravance Biopharma, Inc.(a)		4,402		49,390
Ventyx Biosciences, Inc.(a)		1,264		41,447
Viatris, Inc.		6,943		77,276
Xeris Biopharma Holdings, Inc.(a)		14,566		19,373
Zoetis, Inc.		2,247		329,298
Zydus Lifesciences Ltd.		29,005		146,969
				24,567,000
Professional Services — 0.7%
ASGN, Inc.(a)		6,218		506,643
Booz Allen Hamilton Holding Corp., Class A		241		25,189
Bureau Veritas SA		1,063		28,014
CACI International, Inc., Class A(a)		78		23,446
CBIZ, Inc.(a)		1,424		66,714
CoStar Group, Inc.(a)		1,930		149,151
Dun & Bradstreet Holdings, Inc.		549		6,731
Equifax, Inc.		207		40,233
Exponent, Inc.		4,221		418,259
First Advantage Corp.(a)		10,686		138,918
Franklin Covey Co.(a)		3,729		174,405
FTI Consulting, Inc.(a)		111		17,627
Heidrick & Struggles International, Inc.		5,963		166,785
Insperity, Inc.		13,422		1,524,739
KBR, Inc.(b)		6,969		367,963
Kelly Services, Inc., Class A		7,504		126,818
Kforce, Inc.		6,583		360,946
Korn Ferry		3,640		184,257
L&T Technology Services Ltd.(c)		7,563		336,323
ManpowerGroup, Inc.		630		52,422
Mistras Group, Inc.(a)		5,359		26,420
Nihon M&A Center Holdings, Inc.		2,300		28,301
Recruit Holdings Co. Ltd.		3,200		100,166
RELX PLC		3,459		95,635
Science Applications International Corp.		183		20,300
SGS SA, Registered Shares		15		34,940
Teleperformance		169		40,402
TransUnion		544		30,872
TriNet Group, Inc.(a)(b)		8,111		549,926
TrueBlue, Inc.(a)		6,361		124,548

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 21

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Professional Services (continued)
Upwork, Inc.(a)		5,309	$	55,426
Verisk Analytics, Inc.		309		54,514
				5,877,033
Real Estate Management & Development — 0.6%
Aldar Properties PJSC		104,588		125,671
Altisource Portfolio Solutions SA(a)		3,960		37,462
Anywhere Real Estate, Inc.(a)		16,376		104,643
CBRE Group, Inc., Class A(a)		1,083		83,348
Central Pattana PCL, NVDR		68,700		140,635
China Overseas Land & Investment Ltd.		80,000		209,350
China Resources Land Ltd.		52,000		236,567
China Vanke Co. Ltd., Class H		95,100		191,317
CK Asset Holdings Ltd.		10,500		64,398
Compass, Inc., Class A(a)		19,884		46,330
Country Garden Holdings Co. Ltd.		214,000		72,085
Country Garden Services Holdings Co. Ltd.		51,000		125,110
Cushman & Wakefield PLC(a)(b)		3,704		46,152
Daito Trust Construction Co. Ltd.		500		51,191
Daiwa House Industry Co. Ltd.		3,000		69,109
DigitalBridge Group, Inc.(b)		17,542		191,909
Emaar Properties PJSC		118,183		188,021
eXp World Holdings, Inc.(b)		6,544		72,507
Howard Hughes Corp.(a)(b)		123		9,400
Jones Lang LaSalle, Inc.(a)		157		25,021
KE Holdings, Inc., ADR(a)		19,986		279,004
Kennedy-Wilson Holdings, Inc.(b)		21,361		336,008
Longfor Group Holdings Ltd.(c)		39,000		120,009
Marcus & Millichap, Inc.		9,963		343,225
Mitsubishi Estate Co. Ltd.		4,800		62,177
Mitsui Fudosan Co. Ltd.		3,000		54,831
Newmark Group, Inc., Class A		7,904		62,995
Opendoor Technologies, Inc.(a)(b)		1,507		1,748
Redfin Corp.(a)		4,936		20,929
RMR Group, Inc., Class A		9,284		262,273
SM Prime Holdings, Inc.		344,300		219,667
Sun Hung Kai Properties Ltd.		7,000		95,615
Sunac China Holdings Ltd.(a)(d)		245,000		49,933
Supalai PCL, NVDR		777,400		545,386
Swire Pacific Ltd., Class A		2,500		21,915
Swire Properties Ltd.		14,800		37,487
Vonovia SE		1,876		44,192
Wharf Real Estate Investment Co. Ltd.		5,000		29,121
Zillow Group, Inc., Class A(a)		191		5,961
Zillow Group, Inc., Class C(a)		655		21,097
				4,703,799
Road & Rail — 0.5%
ArcBest Corp.		3,149		220,556
Aurizon Holdings Ltd.		38,582		97,745
Avis Budget Group, Inc.(a)		100		16,393
Central Japan Railway Co.		500		61,390
Covenant Logistics Group, Inc.(b)		6,164		213,089
CSX Corp.		31,165		965,492
Daqin Railway Co. Ltd., Class A		123,300		118,990
East Japan Railway Co.		900		51,262
Hankyu Hanshin Holdings, Inc.		900		26,665
Hertz Global Holdings, Inc.(a)		798		12,281
Keisei Electric Railway Co. Ltd.		600		17,047
Landstar System, Inc.(b)		128		20,851
Lyft, Inc., Class A(a)		7,252		79,917
Marten Transport Ltd.		8,369		165,539
Norfolk Southern Corp.		256		63,084

Security	Shares		Value
Road & Rail (continued)
Old Dominion Freight Line, Inc.		87	$	24,689
RXO, Inc.(a)		332		5,710
Ryder System, Inc.		549		45,880
Saia, Inc.(a)(b)		2,073		434,667
Schneider National, Inc., Class B		1,511		35,357
Tokyu Corp.		1,800		22,669
TuSimple Holdings, Inc., Class A(a)		5,992		9,827
Uber Technologies, Inc.(a)		17,692		437,523
Union Pacific Corp.		2,351		486,822
Werner Enterprises, Inc.(b)		1,738		69,972
West Japan Railway Co.		1,000		43,419
XPO Logistics, Inc.(a)(b)		332		11,052
				3,757,888
Semiconductors & Semiconductor Equipment — 4.5%
ACM Research, Inc., Class A(a)		2,634		20,308
Advanced Micro Devices, Inc.(a)		5,603		362,906
Advantest Corp.		2,000		128,097
Allegro MicroSystems, Inc.(a)		138		4,143
Ambarella, Inc.(a)		2,492		204,917
Amkor Technology, Inc.		21,019		504,036
Analog Devices, Inc.		14,655		2,403,860
Applied Materials, Inc.		5,399		525,755
ASE Technology Holding Co. Ltd.		230,000		698,827
ASM International NV		195		49,478
ASML Holding NV		1,170		637,944
Axcelis Technologies, Inc.(a)		5,853		464,494
Broadcom, Inc.		1,066		596,033
Cirrus Logic, Inc.(a)		183		13,630
Diodes, Inc.(a)		781		59,465
Disco Corp.		100		28,502
Elan Microelectronics Corp.		66,000		183,996
Enphase Energy, Inc.(a)		1,980		524,621
Entegris, Inc.		3,549		232,779
First Solar, Inc.(a)		348		52,127
FormFactor, Inc.(a)		2,883		64,089
Formosa Sumco Technology Corp.		19,000		83,695
Global Foundries, Inc.(a)(b)		180		9,700
Global Unichip Corp.		5,000		103,388
Impinj, Inc.(a)		1,432		156,346
Infineon Technologies AG		8,320		252,860
Intel Corp.		54,875		1,450,346
JA Solar Technology Co. Ltd., Class A		8,800		76,150
KLA Corp.		1,470		554,234
Lam Research Corp.(b)		2,793		1,173,898
Lattice Semiconductor Corp.(a)		8,254		535,519
LONGi Green Energy Technology Co. Ltd., Class A		95,900		583,312
Marvell Technology, Inc.		2,497		92,489
MaxLinear, Inc.(a)		8,808		299,032
MediaTek, Inc.		63,000		1,273,792
Microchip Technology, Inc.		990		69,547
Micron Technology, Inc.		2,488		124,350
MKS Instruments, Inc.		190		16,099
NAURA Technology Group Co. Ltd., Class A		1,700		55,260
NVIDIA Corp.		17,295		2,527,491
NXP Semiconductors NV		1,508		238,309
ON Semiconductor Corp.(a)		627		39,106
Onto Innovation, Inc.(a)		2,425		165,118
Photronics, Inc.(a)		10,818		182,067
Power Integrations, Inc.		6,090		436,775
Qualcomm, Inc.		7,662		842,360
Rambus, Inc.(a)		7,250		259,695
Realtek Semiconductor Corp.		20,000		181,880

22 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
Renesas Electronics Corp.(a)		12,100	$	106,943
Rohm Co. Ltd.		1,300		93,196
Semtech Corp.(a)		21,797		625,356
Silicon Laboratories, Inc.(a)(b)		7,873		1,068,130
Sino-American Silicon Products, Inc.		71,000		321,269
Skyworks Solutions, Inc.		703		64,064
SolarEdge Technologies, Inc.(a)		343		97,162
StarPower Semiconductor Ltd., Class A		1,200		57,019
STMicroelectronics NV		3,334		118,477
Synaptics, Inc.(a)(b)		6,019		572,768
Taiwan Semiconductor Manufacturing Co. Ltd.		712,000		10,340,703
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		12,742		949,152
Texas Instruments, Inc.		3,213		530,852
Tokyo Electron Ltd.		500		146,914
Ultra Clean Holdings, Inc.(a)		2,587		85,759
United Microelectronics Corp.		349,000		458,546
United Microelectronics Corp., ADR(b)		28,685		187,313
Universal Display Corp.		143		15,450
Veeco Instruments, Inc.(a)(b)		7,741		143,828
				35,525,726
Software — 4.9%
8x8, Inc.(a)(b)		22,602		97,641
A10 Networks, Inc.		1,368		22,750
ACI Worldwide, Inc.(a)		25,504		586,592
Adobe, Inc.(a)		5,680		1,911,490
Agilysys, Inc.(a)		1,771		140,157
Alarm.com Holdings, Inc.(a)		2,940		145,471
Alteryx, Inc., Class A(a)		1,092		55,332
ANSYS, Inc.(a)		1,292		312,134
Appfolio, Inc., Class A(a)		3,231		340,483
Appian Corp., Class A(a)		4,672		152,120
Asana, Inc., Class A(a)(b)		11,038		151,993
Atlassian Corp., Class A(a)(b)		480		61,766
Autodesk, Inc.(a)		2,362		441,387
AVEVA Group PLC		621		24,037
Bentley Systems, Inc., Class B		421		15,560
Bill.com Holdings, Inc.(a)		2,425		264,228
Black Knight, Inc.(a)		598		36,927
Blackline, Inc.(a)(b)		5,470		367,967
Blend Labs, Inc., Class A(a)(b)		21,468		30,914
Box, Inc., Class A(a)		23,107		719,321
C3.ai, Inc., Class A(a)(b)		10,443		116,857
Cadence Design Systems, Inc.(a)		1,745		280,317
Cerence, Inc.(a)		3,243		60,093
Clear Secure, Inc., Class A(b)		5,087		139,536
CommVault Systems, Inc.(a)		2,626		165,018
Confluent, Inc., Class A(a)(b)		407		9,052
Couchbase, Inc.(a)		2,408		31,930
Crowdstrike Holdings, Inc., Class A(a)		1,520		160,041
Dassault Systemes SE		2,619		94,178
Datadog, Inc., Class A(a)		903		66,371
Digital Turbine, Inc.(a)		9,336		142,281
DocuSign, Inc.(a)		4,494		249,057
Dolby Laboratories, Inc., Class A		200		14,108
Domo, Inc., Class B(a)		8,379		119,317
DoubleVerify Holdings, Inc.(a)(b)		200		4,392
Duck Creek Technologies, Inc.(a)		7,448		89,748
Dynatrace, Inc.(a)		523		20,031
Elastic NV(a)		254		13,081
EngageSmart, Inc.(a)		15,818		278,397
Everbridge, Inc.(a)		3,344		98,916

Security	Shares		Value
Software (continued)
Fair Isaac Corp.(a)		96	$	57,464
Five9, Inc.(a)		231		15,676
Fortinet, Inc.(a)		5,779		282,535
HubSpot, Inc.(a)		1,026		296,647
Informatica, Inc., Class A(a)(b)		115		1,873
Intuit, Inc.		3,122		1,215,145
Jamf Holding Corp.(a)(b)		184		3,919
Kingdee International Software Group Co. Ltd.(a)		34,000		72,151
KnowBe4, Inc., Class A(a)		5,677		140,676
Latch, Inc.(a)		21,975		15,600
LivePerson, Inc.(a)		22,441		227,552
LiveRamp Holdings, Inc.(a)		10,500		246,120
Manhattan Associates, Inc.(a)		1,836		222,890
Marin Software, Inc.(a)		1,610		1,610
Matterport, Inc.(a)		27,850		77,980
Microsoft Corp.		66,617		15,976,089
MicroStrategy, Inc., Class A(a)		191		27,040
Model N, Inc.(a)		10,947		444,010
Momentive Global, Inc.(a)		21,654		151,578
Monday.com Ltd.(a)(b)		188		22,936
nCino, Inc.(a)		192		5,076
NCR Corp.(a)		425		9,949
New Relic, Inc.(a)		176		9,935
Nutanix, Inc., Class A(a)		715		18,626
Oracle Corp.(b)		4,652		380,255
Oracle Corp. Japan		1,300		84,528
PagerDuty, Inc.(a)		17,721		470,670
Palantir Technologies, Inc., Class A(a)		2,857		18,342
Palo Alto Networks, Inc.(a)		1,960		273,498
Paycom Software, Inc.(a)		791		245,455
Paycor HCM, Inc.(a)(b)		155		3,793
Paylocity Holding Corp.(a)		1,301		252,732
Pegasystems, Inc.		136		4,657
PowerSchool Holdings, Inc., Class A(a)		3,681		84,957
Procore Technologies, Inc.(a)		204		9,625
Progress Software Corp.		4,250		214,413
PROS Holdings, Inc.(a)		6,539		158,636
PTC, Inc.(a)		190		22,808
Q2 Holdings, Inc.(a)		11,103		298,338
Qualys, Inc.(a)(b)		2,719		305,153
Rapid7, Inc.(a)		14,824		503,720
RingCentral, Inc., Class A(a)		4,766		168,716
Roper Technologies, Inc.		394		170,243
Sage Group PLC		11,887		107,039
Salesforce, Inc.(a)		13,582		1,800,837
SAP SE		3,559		367,434
Sapiens International Corp. NV		2,080		38,438
SentinelOne, Inc., Class A(a)		587		8,564
ServiceNow, Inc.(a)		2,563		995,136
Smartsheet, Inc., Class A(a)(b)		411		16,177
Splunk, Inc.(a)		519		44,681
Sprout Social, Inc., Class A(a)		5,082		286,930
SPS Commerce, Inc.(a)		2,965		380,795
Sumo Logic, Inc.(a)		25,403		205,764
Synchronoss Technologies, Inc.(a)		11,580		7,158
Synopsys, Inc.(a)		464		148,151
Tenable Holdings, Inc.(a)		13,940		531,811
Teradata Corp.(a)		335		11,276
Trend Micro, Inc.(a)		400		18,707
Tyler Technologies, Inc.(a)		295		95,111
UiPath, Inc., Class A(a)		1,278		16,243
Upland Software, Inc.(a)		8,112		57,839

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 23

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Software (continued)
Varonis Systems, Inc.(a)		19,157	$	458,619
Verint Systems, Inc.(a)		10,070		365,340
Viant Technology, Inc., Class A(a)		1,855		7,457
VMware, Inc., Class A(a)		1,517		186,227
WiseTech Global Ltd.		1,271		43,713
Workday, Inc., Class A(a)		3,771		631,001
Workiva, Inc.(a)		3,722		312,536
Xero Ltd.(a)		603		28,753
Yext, Inc.(a)		29,345		191,623
Zeta Global Holdings Corp., Class A(a)(b)		8,813		72,002
Zoom Video Communications, Inc., Class A(a)		863		58,460
Zscaler, Inc.(a)(b)		1,247		139,539
Zuora, Inc., Class A(a)		33,373		212,252
				39,090,220
Specialty Retail — 2.3%
Aaron’s Co., Inc.(b)		8,559		102,280
Abercrombie & Fitch Co., Class A(a)		2,353		53,907
Abu Dhabi National Oil Co. for Distribution PJSC		59,088		70,840
Academy Sports & Outdoors, Inc.		4,936		259,337
Advance Auto Parts, Inc.		1,017		149,530
American Eagle Outfitters, Inc.(b)		35,999		502,546
Asbury Automotive Group, Inc.(a)		888		159,174
AutoNation, Inc.(a)		676		72,535
AutoZone, Inc.(a)		273		673,267
Best Buy Co., Inc.		6,310		506,125
Boot Barn Holdings, Inc.(a)		3,033		189,623
Burlington Stores, Inc.(a)		1,684		341,448
CarMax, Inc.(a)		2,186		133,106
Carvana Co.(a)(b)		342		1,621
Chico’s FAS, Inc.(a)		30,212		148,643
China Meidong Auto Holdings Ltd.		40,000		81,686
China Yongda Automobiles Services Holdings Ltd.		306,000		226,366
Conn’s, Inc.(a)(b)		6,033		41,507
Dick’s Sporting Goods, Inc.		732		88,052
Fast Retailing Co. Ltd.		200		121,707
Five Below, Inc.(a)		179		31,660
Floor & Decor Holdings, Inc., Class A(a)(b)		338		23,535
Foot Locker, Inc.		15,140		572,141
GameStop Corp., Class A(a)(b)		879		16,226
Gap, Inc.(b)		648		7,309
Group 1 Automotive, Inc.(b)		3,059		551,752
H & M Hennes & Mauritz AB, B Shares		3,867		41,672
Haverty Furniture Cos., Inc.(b)		4,799		143,490
Home Depot, Inc.(b)		13,819		4,364,869
Home Product Center PCL, NVDR		825,400		369,019
Industria de Diseno Textil SA		2,401		63,773
JD Sports Fashion PLC		21,232		32,265
Kingfisher PLC		20,227		57,469
Leslie’s, Inc.(a)		519		6,337
Lithia Motors, Inc.(b)		91		18,631
Lowe’s Cos., Inc		10,755		2,142,826
MarineMax, Inc.(a)		5,712		178,329
Monro, Inc.(b)		3,273		147,940
Murphy USA, Inc.		3,099		866,295
National Vision Holdings, Inc.(a)(b)		4,762		184,575
Nitori Holdings Co. Ltd.		600		78,398
ODP Corp.(a)		5,270		239,996
O’Reilly Automotive, Inc.(a)		559		471,813
Penske Automotive Group, Inc.(b)		106		12,183
Petco Health & Wellness Co., Inc.(a)		190		1,801
Rent-A-Center, Inc., Class A(b)		1,286		28,999

Security	Shares		Value
Specialty Retail (continued)
RH(a)		60	$	16,031
Ross Stores, Inc.		5,809		674,251
Shift Technologies, Inc.(a)		3,044		453
Shoe Carnival, Inc.(b)		3,420		81,772
Signet Jewelers Ltd.(b)		8,873		603,364
Sonic Automotive, Inc., Class A(b)		2,908		143,277
TJX Cos., Inc.		13,545		1,078,182
Topsports International Holdings Ltd.(c)		126,000		99,273
Truworths International Ltd.		79,923		257,933
Ulta Beauty, Inc.(a)		764		358,370
USS Co. Ltd.		1,300		20,627
Via SA(a)		400,935		182,288
Victoria’s Secret & Co.(a)		256		9,160
Warby Parker, Inc., Class A(a)		4,321		58,290
Williams-Sonoma, Inc.(b)		224		25,742
			18,185,616
Technology Hardware, Storage & Peripherals — 3.1%
Apple, Inc.		121,161		15,742,449
Canon, Inc.(b)		1,800		38,959
Chicony Electronics Co. Ltd.		82,000		229,652
Dell Technologies, Inc., Class C		4,837		194,544
FUJIFILM Holdings Corp.		2,600		130,004
Hewlett Packard Enterprise Co.		49,076		783,253
HP, Inc.		9,713		260,988
Lenovo Group Ltd.		314,000		255,752
Logitech International SA, Registered Shares(b)		1,139		70,629
Pure Storage, Inc., Class A(a)		920		24,619
Samsung Electronics Co. Ltd.		134,581		5,907,197
Super Micro Computer, Inc.(a)		5,703		468,216
Wistron Corp.		308,000		294,158
Xerox Holdings Corp.(b)		16,023		233,936
			24,634,356
Textiles, Apparel & Luxury Goods — 1.1%
Adidas AG		159		21,549
ANTA Sports Products Ltd.		44,400		577,500
Bosideng International Holdings Ltd.		266,000		126,050
Capri Holdings Ltd.(a)		441		25,278
Carter’s, Inc.(b)		128		9,550
Cie Financiere Richemont SA, Registered Shares, Class A		1,384		179,449
Columbia Sportswear Co.(b)		121		10,597
Crocs, Inc.(a)		5,247		568,932
Culp, Inc.		3,408		15,643
Deckers Outdoor Corp.(a)		622		248,277
Feng TAY Enterprise Co. Ltd.		24,000		160,788
G-III Apparel Group Ltd.(a)		7,827		107,308
Hanesbrands, Inc.(b)		1,189		7,562
Hansae Co. Ltd.		17,429		214,005
Hermes International		62		95,967
Kering SA		114		58,018
Li Ning Co. Ltd.		27,000		232,173
Lululemon Athletica, Inc.(a)		3,670		1,175,794
LVMH Moet Hennessy Louis Vuitton SE		719		523,211
Makalot Industrial Co. Ltd.		100,000		756,270
NIKE, Inc., Class B		14,177		1,658,851
Oxford Industries, Inc.(b)		3,507		326,782
Pou Chen Corp.		160,000		177,839
PVH Corp.		225		15,883
Ralph Lauren Corp.(b)		2,304		243,464
Shenzhou International Group Holdings Ltd.		27,400		305,560
Skechers USA, Inc., Class A(a)		447		18,752

24 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Textiles, Apparel & Luxury Goods (continued)
Steven Madden Ltd.		9,452	$	302,086
Tapestry, Inc.(b)		825		31,416
Under Armour, Inc., Class A(a)		617		6,269
Under Armour, Inc., Class C(a)		655		5,843
VF Corp.(b)		7,270		200,725
				8,407,391
Thrifts & Mortgage Finance — 0.5%
Axos Financial, Inc.(a)		4,529		173,099
Essent Group Ltd.		41,231		1,603,061
Federal Agricultural Mortgage Corp., Class C		4,861		547,883
FS Bancorp, Inc.		3,121		104,366
Merchants Bancorp		8,869		215,694
MGIC Investment Corp.		1,007		13,091
Mr. Cooper Group, Inc.(a)		4,220		169,349
New York Community Bancorp, Inc.(b)		1,546		13,296
NMI Holdings, Inc., Class A(a)		20,040		418,836
OP Bancorp		8,857		98,844
Radian Group, Inc.		24,613		469,370
Rocket Cos., Inc., Class A		379		2,653
Southern Missouri Bancorp, Inc.		4,840		221,817
TFS Financial Corp.		169		2,435
UWM Holdings Corp.(b)		294		973
Western New England Bancorp, Inc.		10,176		96,265
				4,151,032
Tobacco — 0.2%
British American Tobacco PLC		6,743		266,741
Imperial Brands PLC		4,369		108,837
ITC Ltd.		207,663		831,223
Japan Tobacco, Inc.		3,900		78,625
Philip Morris International, Inc.		643		65,078
Turning Point Brands, Inc.		2,708		58,574
Vector Group Ltd.		3,756		44,546
				1,453,624
Trading Companies & Distributors — 1.0%
Adani Enterprises Ltd.		5,202		242,242
Air Lease Corp.		367		14,100
Applied Industrial Technologies, Inc.		8,159		1,028,279
BlueLinx Holdings, Inc.(a)		647		46,008
Boise Cascade Co.		5,242		359,968
Brenntag SE		788		50,254
Core & Main, Inc., Class A(a)		193		3,727
GATX Corp.(b)		4,729		502,882
GMS, Inc.(a)		7,696		383,261
H&E Equipment Services, Inc.		4,012		182,145
Herc Holdings, Inc.		1,963		258,272
ITOCHU Corp.		6,400		200,786
Karat Packaging, Inc.		3,924		56,388
LX International Corp.		5,569		150,029
McGrath RentCorp		6,715		663,039
Mitsubishi Corp.		1,100		35,711
Mitsui & Co. Ltd.		3,200		93,202
MonotaRO Co. Ltd.		2,700		38,032
MRC Global, Inc.(a)		17,824		206,402
MSC Industrial Direct Co., Inc., Class A		154		12,582
NOW, Inc.(a)		12,181		154,699
Rush Enterprises, Inc., Class A		24,394		1,275,318
SiteOne Landscape Supply, Inc.(a)(b)		2,893		339,407
Titan Machinery, Inc.(a)		4,830		191,896
Univar Solutions, Inc.(a)		549		17,458

Security	Shares		Value
Trading Companies & Distributors (continued)
W.W.Grainger, Inc.(b)		1,546	$	859,962
Watsco, Inc.(b)		112		27,933
WESCO International, Inc.(a)(b)		2,307		288,836
				7,682,818
Transportation Infrastructure — 0.1%
Aena SME SA(a)(c)		303		37,984
Aeroports de Paris(a)		465		62,297
China Merchants Port Holdings Co. Ltd.		92,000		134,319
Grupo Aeroportuario del Pacifico SAB de CV, Class B		6,818		97,670
International Container Terminal Services, Inc.		80,060		287,334
Malaysia Airports Holdings Bhd(a)		79,000		117,751
Santos Brasil Participacoes SA		90,200		133,403
Saudi Industrial Services Co.		18,696		101,138
				971,896
Water Utilities — 0.1%
American Water Works Co., Inc.		2,770		422,204
Cia de Saneamento de Minas Gerais-COPASA		91,252		271,242
Essential Utilities, Inc.		367		17,517
Guangdong Investment Ltd.		146,000		149,073
Severn Trent PLC		2,583		82,522
United Utilities Group PLC		6,343		75,788
				1,018,346
Wireless Telecommunication Services — 0.2%
America Movil SAB de CV, Series L		171,371		155,484
Axiata Group Bhd		164,700		115,678
Far EasTone Telecommunications Co. Ltd.		46,000		98,669
Maxis Bhd		99,000		86,332
MTN Group Ltd.		42,784		319,543
SoftBank Group Corp.		600		25,376
Taiwan Mobile Co. Ltd.		130,000		400,300
Turkcell Iletisim Hizmetleri A/S		48,794		98,384
U.S. Cellular Corp.(a)		7,051		147,013
Vodacom Group Ltd.		30,041		216,937
				1,663,716
Total Common Stocks — 90.6% (Cost: $681,818,940)				721,085,690
Preferred Securities
Preferred Stocks — 0.5%
Airlines — 0.0%
Azul SA, Preference Shares(a)		110,022		226,281
Automobiles — 0.0%
Dr Ing hc F Porsche AG(a)		478		48,237
Porsche Automobil Holding SE, Preference Shares		519		28,304
Volkswagen AG, Preference Shares		937		116,234
				192,775
Banks — 0.2%
Banco Bradesco SA, Preference Shares		202,438		577,452
Itau Unibanco Holding SA, Preference Shares		117,159		554,883
				1,132,335
Electric Utilities — 0.0%
Cia Energetica de Minas Gerais, Preference Shares		56,225		116,321
Entertainment — 0.0%
AMC Entertainment Holdings, Inc.(a)(b)		1,897		2,675

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 25

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Household Products — 0.0%
Henkel AG & Co. KGaA, Preference Shares		1,285	$	89,067
Life Sciences Tools & Services — 0.0%
Sartorius AG, Preference Shares		153		60,416
Metals & Mining — 0.1%
Gerdau SA, Preference Shares		34,092		187,395
Usinas Siderurgicas de Minas Gerais SA Usiminas, Class A		87,789		117,722
			305,117
Oil, Gas & Consumable Fuels — 0.2%
Petroleo Brasileiro SA, Preference Shares		305,563		1,417,713
Real Estate Management & Development — 0.0%
Brookfield Property Preferred LP, Preference Shares, 07/26/81(a)		7		99
Trading Companies & Distributors — 0.0%
WESCO International, Inc., Series A(a)(e)		1,463		38,360
				3,581,159
Total Preferred Securities — 0.5% (Cost: $3,901,357)				3,581,159
Rights
Metals & Mining — 0.0%
Pan American Silver Corp.(a)		16,660		9,513
Total Rights — 0.0% (Cost: $3,539)				9,513
Warrants
Oil, Gas & Consumable Fuels — 0.0%
Occidental Petroleum Corp., (Issued 07/06/20, Exercisable 08/03/20, 1 Share for 1 Warrant, Expires 08/03/27, Strike Price USD 22.00)(a)(b)		365		15,049
Total Warrants — 0.0% (Cost: $1,792)				15,049
Total Long-Term Investments — 91.1% (Cost: $685,725,628)				724,691,411

Security	Shares		Value
Short-Term Securities
Money Market Funds — 11.4%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(f)(g)(h)		47,938,918	$	47,953,300
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(f)(g)		42,893,581		42,893,581
Total Short-Term Securities — 11.4% (Cost: $90,821,517)				90,846,881
Total Investments — 102.5% (Cost: $776,547,145)				815,538,292
Liabilities in Excess of Other Assets — (2.5)%				(19,766,792	)
Net Assets — 100.0%			$	795,771,500

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

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

^(e)  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.

^(f)  Affiliate of the Master Portfolio.

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

^(h)  All or a portion of this security was purchased with the cash collateral from loaned securities.

For Master Portfolio compliance purposes, the Master Portfolio’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.

26 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost		Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	48,721,610	$	—	$	(766,423	)(a)	$	(19,242	)	$	17,355	$	47,953,300		47,938,918	$	263,879	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares		112,285,491		—		(69,391,910	)(a)		—			—		42,893,581		42,893,581		1,150,798			—
								$	(19,242)		$	17,355	$	90,846,881			$	1,414,677		$	—

^(a)  Represents net amount purchased (sold).

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
MSCI Emerging Markets Index		87		03/17/23	$	4,173	$	(62,696	)
Russell 2000 E-Mini Index		14		03/17/23		1,240		(22,808	)��
S&P 500 E-Mini Index		1,073		03/17/23		202,123		(7,172,451	)
								(7,257,955	)
Short Contracts
MSCI EAFE Index		413		03/17/23		40,255		949,809
MSCI Emerging Markets Index		1,199		03/17/23		57,516		1,525,464
Russell 2000 E-Mini Index		202		03/17/23		17,886		564,248
								3,039,521
							$	(4,218,434	)

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CHF	506,000	USD	545,901	Bank of America N.A.		03/15/23	$	5,513
EUR	407,000	USD	429,083	Bank of America N.A.		03/15/23		8,680
JPY	60,026,000	USD	451,560	Toronto-Dominion Bank		03/15/23		10,104
SGD	138,000	USD	102,244	UBS AG		03/15/23		903
USD	132,260	CAD	178,000	Bank of America N.A.		03/15/23		724
USD	599,610	GBP	487,000	UBS AG		03/15/23		9,827
USD	703,294	NOK	6,865,000	Barclays Bank PLC		03/15/23		445
								36,196
NZD	118,000	USD	75,617	Morgan Stanley & Co. International PLC		03/15/23		(639	)
SEK	2,490,000	USD	242,367	Bank of America N.A.		03/15/23		(2,791	)
SEK	3,986,000	USD	384,967	Morgan Stanley & Co. International PLC		03/15/23		(1,453	)
USD	975,102	AUD	1,429,000	Morgan Stanley & Co. International PLC		03/15/23		(580	)
USD	642,244	CHF	598,000	Bank of America N.A.		03/15/23		(9,429	)
USD	396,114	EUR	370,000	Morgan Stanley & Co. International PLC		03/15/23		(1,852	)
USD	693,773	EUR	654,000	Morgan Stanley & Co. International PLC		03/15/23		(9,659	)
								(26,403	)
							$	9,793

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 27

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

OTC Total Return Swaps

Paid by the Master Portfolio			Received by the Master Portfolio														Upfront Premium		Unrealized
Rate/Reference	Frequency		Rate/Reference	Frequency		Counterparty		Effective Date		Termination Date		Notional Amount (000)		Value			Paid (Received)		Appreciation (Depreciation)
MSCI Emerging Markets (Net Return)		Quarterly	1-Day SOFR minus 0.22%, 4.32%		Quarterly		Goldman Sachs International		N/A		02/07/23	USD	25,213	$	(1,615,672	)	$	—	$	(1,615,672	)
1-Day SOFR plus 0.33%, 4.32%		Quarterly	Russell 1000 Index		Quarterly		JPMorgan Chase Bank N.A.		N/A		08/08/23	USD	189,813		(242,093	)		—		(242,093	)
Russell 2000 Index		Quarterly	1-Day SOFR minus 0.03%, 4.32%		Quarterly		JPMorgan Chase Bank N.A.		N/A		08/08/23	USD	186,045		5,461,211			—		5,461,211
MSCI Emerging Markets (Net Return)		Quarterly	1-Day SOFR plus 0.05%, 4.32%		Quarterly		Merrill Lynch International		N/A		11/08/23	USD	95,684		(5,800,840	)		—		(5,800,840	)
1-Day SOFR plus 0.32%, 4.32%		Quarterly	Russell 1000 Index		Quarterly		Merrill Lynch International		N/A		11/08/23	USD	94,333		(118,153	)		—		(118,153	)
														$	(2,315,547	)	$	—	$	(2,315,547	)

Balances Reported in the Statement of Assets and Liabilities for OTC Swaps

Description	Swap Premiums Paid		Swap Premiums Received		Unrealized Appreciation		Unrealized Depreciation
OTC Swaps	$	—	$	—	$	5,461,211	$	(7,776,758	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	3,039,521	$	—	$	—	$	—	$	3,039,521
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts		—		—		—		36,196		—		—		36,196
Swaps — OTC
Unrealized appreciation on OTC swaps; Swap premiums paid		—		—		5,461,211		—		—		—		5,461,211
	$	—	$	—	$	8,500,732	$	36,196	$	—	$	—	$	8,536,928
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	7,257,955	$	—	$	—	$	—	$	7,257,955
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts		—		—		—		26,403		—		—		26,403
Swaps — OTC
Unrealized depreciation on OTC swaps; Swap premiums received		—		—		7,776,758		—		—		—		7,776,758
	$	—	$	—	$	15,034,713	$	26,403	$	—	$	—	$	15,061,116

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Master Portfolio Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in net unrealized appreciation (depreciation).

28 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	58,559,417		$	—		$	—	$	—	$	58,559,417
Forward foreign currency exchange contracts		—		—		—			(185,223	)		—		—		(185,223	)
Swaps		—		—		(75,913,520	)		—			—		—		(75,913,520	)
	$	—	$	—	$	(17,354,103	)	$	(185,223	)	$	—	$	—	$	(17,539,326	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(465,686	)	$	—		$	—	$	—	$	(465,686	)
Forward foreign currency exchange contracts		—		—		—			11,202			—		—		11,202
Swaps		—		—		(9,761,834	)		—			—		—		(9,761,834	)
	$	—	$	—	$	(10,227,520	)	$	11,202		$	—	$	—	$	(10,216,318	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	105,092,159
Average notional value of contracts — short	$	262,200,496
Forward foreign currency exchange contracts:
Average amounts purchased — in USD	$	2,548,609
Average amounts sold — in USD	$	2,897,764
Total return swaps:
Average notional value	$	621,900,642

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

Derivative Financial Instruments — Offsetting as of Period End

The Master Portfolio’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	1,394,920		$	651,046
Forward foreign currency exchange contracts		36,196			26,403
Swaps — OTC(a)		5,461,211			7,776,758
Total derivative assets and liabilities in the Statement of Assets and Liabilities		6,892,327			8,454,207
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(1,394,920	)		(651,046	)
Total derivative assets and liabilities subject to an MNA	$	5,497,407		$	7,803,161

^(a) Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Statement of Assets and Liabilities.

The following table presents the Master Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the Master Portfolio:

Counterparty		Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Received		Cash Collateral Received			Net Amount of Derivative Assets	(b)(c)
Bank of America N.A	$	14,917	$	(12,220	)	$	—	$	—		$	2,697
Barclays Bank PLC		445		—			—		—			445
JPMorgan Chase Bank N.A		5,461,211		(242,093	)		—		(5,190,000	)		29,118
Toronto-Dominion Bank		10,104		—			—		—			10,104
UBS AG		10,730		—			—		—			10,730
	$	5,497,407	$	(254,313	)	$	—	$	(5,190,000	)	$	53,094

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 29

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Pledged		Cash Collateral Pledged	(d)		Net Amount of Derivative Liabilities	(b)(e)
Bank of America N.A	$	12,220	$	(12,220	)	$	—	$	—		$	—
Goldman Sachs International		1,615,672		—			—		(1,615,672	)		—
JPMorgan Chase Bank N.A		242,093		(242,093	)		—		—			—
Merrill Lynch International		5,918,993		—			—		(5,918,993	)		—
Morgan Stanley & Co. International PLC		14,183		—			—		—			14,183
	$	7,803,161	$	(254,313	)	$	—	$	(7,534,665	)	$	14,183

^(a)  The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA.

^(b) Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

^(c) Net amount represents the net amount receivable from the counterparty in the event of default.

^(d) Excess of collateral received/pledged, if any, from the individual counterparty is not shown for financial reporting purposes.

^(e) Net amount represents the net amount payable due to counterparty in the event of default.

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	7,687,084	$	657,146	$	—	$	8,344,230
Air Freight & Logistics		3,600,729		1,136,734		—		4,737,463
Airlines		1,914,836		962,316		—		2,877,152
Auto Components		4,074,783		1,676,986		—		5,751,769
Automobiles		4,288,633		5,475,154		—		9,763,787
Banks		30,385,841		29,255,140		19		59,641,000
Beverages		7,350,057		4,991,863		—		12,341,920
Biotechnology		23,695,659		1,714,076		3,480		25,413,215
Building Products		4,488,444		402,916		—		4,891,360
Capital Markets		10,841,545		2,467,714		—		13,309,259
Chemicals		10,784,757		5,835,774		1		16,620,532
Commercial Services & Supplies		3,108,446		356,628		—		3,465,074
Communications Equipment		2,013,800		1,151,427		—		3,165,227
Construction & Engineering		4,108,335		2,416,132		—		6,524,467
Construction Materials		1,436,661		1,124,497		—		2,561,158
Consumer Finance		6,854,221		649,329		—		7,503,550
Containers & Packaging		1,842,960		188,125		—		2,031,085
Distributors		403,826		69,089		—		472,915
Diversified Consumer Services		1,463,267		349,698		—		1,812,965
Diversified Financial Services		4,835,183		3,756,483		—		8,591,666
Diversified Telecommunication Services		2,799,179		2,034,904		—		4,834,083
Electric Utilities		5,875,864		2,397,961		725		8,274,550
Electrical Equipment		3,838,591		3,364,866		—		7,203,457
Electronic Equipment, Instruments & Components		6,643,229		7,875,868		—		14,519,097
Energy Equipment & Services		6,487,979		122,350		—		6,610,329
Entertainment		2,702,927		1,497,826		—		4,200,753
Equity Real Estate Investment Trusts (REITs)		19,997,743		911,837		—		20,909,580
Food & Staples Retailing		7,292,168		2,466,738		—		9,758,906
Food Products		9,200,250		3,814,723		—		13,014,973
Gas Utilities		2,069,939		2,571,996		—		4,641,935
Health Care Equipment & Supplies		14,941,824		1,419,573		137		16,361,534
Health Care Providers & Services		15,550,795		2,766,647		—		18,317,442
Health Care Technology		3,136,730		252,142		—		3,388,872
Hotels, Restaurants & Leisure		9,076,238		650,706		—		9,726,944

30 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

Fair Value Hierarchy as of Period End (continued)

	Level 1		Level 2		Level 3		Total
Common Stocks (continued)
Household Durables	$	4,858,522	$	691,404	$	—	$	5,549,926
Household Products		7,631,281		180,741		—		7,812,022
Independent Power and Renewable Electricity Producers		3,143,105		487,361		—		3,630,466
Industrial Conglomerates		425,902		2,163,829		—		2,589,731
Insurance		10,853,513		6,268,011		—		17,121,524
Interactive Media & Services		13,244,427		10,110,736		—		23,355,163
Internet & Direct Marketing Retail		9,611,432		10,157,262		—		19,768,694
IT Services		17,350,395		6,185,924		—		23,536,319
Leisure Products		631,707		—		—		631,707
Life Sciences Tools & Services		9,951,648		1,340,224		—		11,291,872
Machinery		15,215,404		1,153,812		—		16,369,216
Marine		728,173		306,230		—		1,034,403
Media		4,775,194		474,674		—		5,249,868
Metals & Mining		6,054,982		7,903,058		92		13,958,132
Mortgage Real Estate Investment Trusts (REITs)		983,629		—		—		983,629
Multiline Retail		2,262,337		1,245,479		—		3,507,816
Multi-Utilities		5,724,990		449,616		—		6,174,606
Oil, Gas & Consumable Fuels		21,576,118		9,719,548		37		31,295,703
Paper & Forest Products		201,921		242,604		—		444,525
Personal Products		1,580,623		1,927,035		—		3,507,658
Pharmaceuticals		17,748,429		6,816,540		2,031		24,567,000
Professional Services		5,213,252		663,781		—		5,877,033
Real Estate Management & Development		1,950,012		2,703,854		49,933		4,703,799
Road & Rail		3,318,701		439,187		—		3,757,888
Semiconductors & Semiconductor Equipment		19,545,478		15,980,248		—		35,525,726
Software		38,249,680		840,540		—		39,090,220
Specialty Retail		16,482,300		1,703,316		—		18,185,616
Technology Hardware, Storage & Peripherals		17,708,005		6,926,351		—		24,634,356
Textiles, Apparel & Luxury Goods		4,979,012		3,428,379		—		8,407,391
Thrifts & Mortgage Finance		4,151,032		—		—		4,151,032
Tobacco		168,198		1,285,426		—		1,453,624
Trading Companies & Distributors		6,872,562		810,256		—		7,682,818
Transportation Infrastructure		97,670		874,226		—		971,896
Water Utilities		439,721		578,625		—		1,018,346
Wireless Telecommunication Services		519,434		1,144,282		—		1,663,716
Preferred Securities
Preferred Stocks
Airlines		—		226,281		—		226,281
Automobiles		—		192,775		—		192,775
Banks		—		1,132,335		—		1,132,335
Electric Utilities		—		116,321		—		116,321
Entertainment		2,675		—		—		2,675
Household Products		—		89,067		—		89,067
Life Sciences Tools & Services		—		60,416		—		60,416
Metals & Mining		—		305,117		—		305,117
Oil, Gas & Consumable Fuels		—		1,417,713		—		1,417,713
Real Estate Management & Development		99		—		—		99
Trading Companies & Distributors		38,360		—		—		38,360
Rights		9,513		—		—		9,513
Warrants		15,049		—		—		15,049
Short-Term Securities
Money Market Funds		90,846,881		—		—		90,846,881
	$	609,953,889	$	205,527,948	$	56,455	$	815,538,292
Derivative Financial Instruments(a)
Assets
Equity Contracts	$	3,039,521	$	5,461,211	$	—	$	8,500,732
Foreign Currency Exchange Contracts		—		36,196		—		36,196

MASTER   PORTFOLIO   SCHEDULE   OF  INVESTMENTS 31

Schedule of Investments (continued) December 31, 2022 Diversified Equity Master Portfolio

Fair Value Hierarchy as of Period End (continued)

	Level 1			Level 2			Level 3		Total
Liabilities
Equity Contracts	$	(7,257,955	)	$	(7,776,758	)	$	—	$	(15,034,713	)
Foreign Currency Exchange Contracts		—			(26,403	)		—		(26,403	)
	$	(4,218,434	)	$	(2,305,754	)	$	—	$	(6,524,188	)

^(a) Derivative financial instruments are swaps, futures contracts and forward foreign currency exchange contracts. Swaps, futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

32 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Assets and Liabilities

December 31, 2022

	Diversified Equity Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	724,691,411
Investments, at value — affiliated(c)		90,846,881
Cash		1,878,832
Cash pledged:
Collateral — OTC derivatives		7,590,000
Futures contracts		17,016,000
Foreign currency, at value(d)		337,330
Receivables:
Investments sold		3,754,656
Securities lending income — affiliated		15,240
Dividends — unaffiliated		1,238,562
Dividends — affiliated		135,738
Due from broker		7,340,000
Variation margin on futures contracts		1,394,920
Unrealized appreciation on:
Forward foreign currency exchange contracts		36,196
OTC swaps		5,461,211
Prepaid expenses		29,597
Total assets		861,766,574
LIABILITIES
Cash received as collateral for OTC derivatives		5,190,000
Collateral on securities loaned		48,020,946
Payables:
Investments purchased		3,955,231
Administration fees		68,823
Deferred foreign capital gain tax		243,549
Investment advisory fees		35,338
Trustees’ fees		2,907
Professional fees		24,073
Variation margin on futures contracts		651,046
Unrealized depreciation on:
Forward foreign currency exchange contracts		26,403
OTC swaps		7,776,758
Total liabilities		65,995,074
NET ASSETS	$	795,771,500
NET ASSETS CONSIST OF
Investors’ capital	$	763,564,820
Net unrealized appreciation (depreciation)		32,206,680
NET ASSETS	$	795,771,500
(a)   Investments, at cost — unaffiliated	$	685,725,628
(b)   Securities loaned, at value	$	46,433,305
(c)   Investments, at cost — affiliated	$	90,821,517
(d)   Foreign currency, at cost	$	342,421

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   STATEMENTS 33

Statement of Operations

Year Ended December 31, 2022

	Diversified Equity Master Portfolio
INVESTMENT INCOME
Dividends — unaffiliated	$	16,353,249
Dividends — affiliated		1,150,398
Securities lending income — affiliated — net		264,279
Foreign taxes withheld		(986,079	)
Total investment income		16,781,847
EXPENSES
Investment advisory		2,157,935
Administration		863,174
Professional		59,281
Trustees		11,365
Total expenses		3,091,755
Less:
Fees waived and/or reimbursed by the Administrator		(863,174	)
Fees waived and/or reimbursed by the Manager		(952,073	)
Total expenses after fees waived and/or reimbursed		1,276,508
Net investment income		15,505,339
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated(a)		(40,431,640	)
Investments — affiliated		(19,242	)
Forward foreign currency exchange contracts		(185,223	)
Foreign currency transactions		(313,674	)
Futures contracts		58,559,417
Swaps		(75,913,520	)
		(58,303,882	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated(b)		(134,016,828	)
Investments — affiliated		17,355
Forward foreign currency exchange contracts		11,202
Foreign currency translations		(18,411	)
Futures contracts		(465,686	)
Swaps		(9,761,834	)
		(144,234,202	)
Net realized and unrealized loss		(202,538,084	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(187,032,745	)
(a)   Net of foreign capital gain tax and capital gain tax refund, if applicable of	$	(79,302	)
(b)   Net of reduction in deferred foreign capital gain tax of	$	43,454

See notes to financial statements.

34 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statements of Changes in Net Assets

	Diversified Equity Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	15,505,339		$	11,009,260
Net realized gain (loss)		(58,303,882	)		198,288,129
Net change in unrealized appreciation (depreciation)		(144,234,202	)		(1,403,848	)
Net increase (decrease) in net assets resulting from operations		(187,032,745	)		207,893,541
CAPITAL TRANSACTIONS
Proceeds from contributions		115,505,093			91,448,184
Value of withdrawals		(90,542,544	)		(75,303,566	)
Net increase in net assets derived from capital transactions		24,962,549			16,144,618
NET ASSETS
Total increase (decrease) in net assets		(162,070,196	)		224,038,159
Beginning of year		957,841,696			733,803,537
End of year	$	795,771,500		$	957,841,696

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   STATEMENTS 35

Financial Highlights

	Diversified Equity Master Portfolio
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return			(19.12	)%		27.62	%		19.60	%		31.98	%		(3.90	)%
Ratios to Average Net Assets(a)
Total expenses			0.36	%		0.35	%		0.36	%		0.36	%		0.36	%
Total expenses after fees waived and/or reimbursed			0.15	%		0.15	%		0.15	%		0.15	%		0.15	%
Net investment income			1.80	%		1.28	%		1.52	%		1.85	%		1.88	%
Supplemental Data
Net assets, end of year (000)		$	795,772		$	957,842		$	733,804		$	507,138		$	429,098
Portfolio turnover rate			117	%		127	%		150	%		172	%		150	%

^(a) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

See notes to financial statements.

36 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. Diversified Equity Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Master Portfolio is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

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

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

Foreign Taxes: The Master Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Master Portfolio invests. These foreign taxes, if any, are paid by the Master Portfolio and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2022, if any, are disclosed in the Statement of Assets and Liabilities.

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

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 MIP (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio 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

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 37

Notes to Financial Statements (continued)

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 Master Portfolio’s assets and liabilities:

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

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

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

• Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.

• Swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Master Portfolio uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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

	Standard Inputs Generally Considered By The Valuation Committee And Third-Party Pricing Services
Market approach	(i)  recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers; (ii) recapitalizations and other transactions across the capital structure; and (iii)   market multiples of comparable issuers.
Income approach	(i)  future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks; (ii) quoted prices for similar investments or assets in active markets; and (iii)   other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.
Cost approach	(i)  audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company; (ii) changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company; (iii)   relevant news and other public sources; and (iv)   known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

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

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

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

38 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (continued)

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

• Level 2 – Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs); 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 Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. SECURITIES AND OTHER INVESTMENTS

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

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

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Barclays Bank PLC	$	6,838,158	$	(6,838,158	)	$	—		$	—
Barclays Capital, Inc.		39,480		(39,480	)		—			—
BMO Capital Markets Corp.		134,605		(134,605	)		—			—

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 39

Notes to Financial Statements (continued)

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
BNP Paribas SA	$	6,873,189	$	(6,873,189	)	$	—		$	—
BofA Securities, Inc.		1,276,948		(1,276,948	)		—			—
Citadel Clearing LLC		1,207,086		(1,207,086	)		—			—
Citigroup Global Markets, Inc.		958,777		(958,777	)		—			—
Goldman Sachs & Co. LLC		599,670		(599,670	)		—			—
HSBC Bank PLC		223,268		(223,268	)		—			—
J.P. Morgan Securities LLC		10,918,000		(10,918,000	)		—			—
Jefferies LLC		968,425		(968,425	)		—			—
Morgan Stanley		8,505,787		(8,505,787	)		—			—
National Financial Services LLC		15,331		(15,331	)		—			—
Scotia Capital (USA), Inc.		2,284,200		(2,284,200	)		—			—
SG Americas Securities LLC		21,521		(21,521	)		—			—
Toronto-Dominion Bank		1,445,950		(1,445,950	)		—			—
UBS AG		2,370,760		(2,370,760	)		—			—
UBS Securities LLC		1,747,353		(1,747,353	)		—			—
Virtu Americas LLC		4,797		(4,797	)		—			—
	$	46,433,305	$	(46,433,305	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

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

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

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

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

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statement of Assets and Liabilities. Cash amounts pledged for forward

40 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (continued)

foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statement of Assets and Liabilities. A Master Portfolio’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Master Portfolio.

Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Master Portfolio and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”).

For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Statement of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC Swaps in the Statement of Assets and Liabilities. Payments received or paid are recorded in the Statement of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Master Portfolio’s basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

In a centrally cleared swap, immediately following execution of the swap contract, the swap contract is novated to a central counterparty (the “CCP”) and the CCP becomes the Master Portfolio’s counterparty on the swap. The Master Portfolio is required to interface with the CCP through the broker. Upon entering into a centrally cleared swap, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited is shown as cash pledged for centrally cleared swaps in the Statement of Assets and Liabilities. Amounts pledged, which are considered restricted cash, are included in cash pledged for centrally cleared swaps in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker variation margin. Variation margin is recorded as unrealized appreciation (depreciation) and shown as variation margin receivable (or payable) on centrally cleared swaps in the Statement of Assets and Liabilities. Payments received from (paid to) the counterparty are amortized over the term of the contract and recorded as realized gains (losses) in the Statement of Operations, including those at termination.

• Total return swaps — Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one security or market (e.g., fixed-income) with another security or market (e.g., equity or commodity prices) (equity risk, commodity price risk and/or interest rate risk).

Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument, or basket of underlying instruments, in exchange for fixed or floating rate interest payments. If the total return of the instrument(s) or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Master Portfolio receives payment from or makes a payment to the counterparty.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, the Master Portfolio may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between a Master Portfolio and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Master Portfolio may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

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

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

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

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 41

Notes to Financial Statements (continued)

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

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

MIP, on behalf of the Master Portfolio, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL”), which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Master Portfolio’s ordinary operating expenses,excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Master Portfolio. BAL is entitled to receive for these administrative services an annual fee of 0.10% based on the average daily net assets of the Master Portfolio.

From time to time, BAL may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Master Portfolio and, accordingly, have a favorable impact on its performance. BAL may delegate certain of its administration duties to sub-administrators.

Expense Waivers and Reimbursements: The Manager has voluntarily agreed to waive 0.095% of the investment advisory fees payable by the Master Portfolio. This voluntary waiver may be terminated at any time. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. During the year ended December 31, 2022, the Manager waived $820,015 pursuant to this agreement.

BAL voluntarily agreed to waive all of its administration fees payable by the Master Portfolio. This arrangement is voluntary and may be terminated by BAL at any time. This amount is included in fees waived and/or reimbursed by the Administrator in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $863,174.

The fees and expenses of MIP’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Master Portfolio’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. Each of BAL and BFA has contractually agreed to reimburse the Master Portfolio or provide an offsetting credit against the investment advisory fees paid by the Master Portfolio in an amount equal to these independent expenses through June 30, 2023. For the year ended December 31, 2022, the amount waived was $70,646 which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

With respect to the Master Portfolio, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $61,412.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. 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 Master Portfolio. For the year ended December 31, 2022, there were no fees waived by the Manager pursuant to this arrangement.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

42 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements (continued)

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $77,296 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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 year ended December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
Diversified Equity Master Portfolio	$	27,718,282	$	25,333,002	$	(1,603,591)

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term securities, were $957,638,033 and $883,951,893, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

As of December 31, 2022, 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:

Master Portfolio Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Diversified Equity Master Portfolio	$	801,075,336	$	115,117,222	$	(100,653,363	)	$	14,463,859

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 43

Notes to Financial Statements (continued)

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

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

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

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

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 United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

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Notes to Financial Statements (continued)

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio 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.

MASTER   PORTFOLIO   NOTES  TO   FINANCIAL   STATEMENTS 45

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of Diversified Equity Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Diversified Equity Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

46 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), Master Investment Portfolio (“MIP”) has adopted and implemented a liquidity risk management program (the “Program”) for Diversified Equity Master Portfolio (the “Fund”), a series of MIP, which is reasonably designed to assess and manage the Fund’s liquidity risk.

The Board of Trustees (the “Board”) of MIP, on behalf of the Fund, met on November 8-9, 2022 (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, 2021 through September 30, 2022 (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 Master Portfolio, 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.

STATEMENT   REGARDING   LIQUIDITY   RISK   MANAGEMENT   PROGRAM 47

Trustee and Officer Information

Independent Trustees (a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

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Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

TRUSTEE  AND  OFFICER  INFORMATION 49

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None

^(a)  The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)  Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.

^(c)  In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.

^(d)  Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.

^(e)  Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

50 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

^(a)  The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.

^(b)  Officers of the MIP serve at the pleasure of the Board.

Further information about MIP’s Trustees and Officers is available in the MIP’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the MIP.

TRUSTEE  AND  OFFICER  INFORMATION 51

Additional Information

General Information

Quarterly performance, semi-annual and annual reports and other information regarding the Master Portfolio 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 Master Portfolio and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Master Portfolio 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 Master Portfolio at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Master Portfolio 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 Master Portfolio’s Form N-PORT is available on the SEC’s website at sec.gov. Additionally, the Master Portfolio 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 Master Portfolio uses to determine how to vote proxies relating to portfolio securities and information about how the Master Portfolio voted proxies relating to securities held in the Master Portfolio’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.

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.

52 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Additional Information   (continued)

BlackRock Privacy Principles (continued)

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.

Master Portfolio and Service Providers

Investment Adviser	Independent Registered Public Accounting Firm
BlackRock Fund Advisors	PricewaterhouseCoopers LLP
San Francisco, CA 94105	Philadelphia, PA 19103
Administrator	Legal Counsel
BlackRock Advisors, LLC	Sidley Austin LLP
Wilmington, DE 19809	New York, NY 10019
Accounting Agent and Custodian	Address of MIP
State Street Bank and Trust Company	400 Howard Street
Boston, MA 02111	San Francisco, CA 94105
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Wilmington, DE 19809

ADDITIONAL   INFORMATION 53

Glossary of Terms Used in this Report

Currency Abbreviation
AUD	Australian Dollar
CAD	Canadian Dollar
CHF	Swiss Franc
EUR	Euro
GBP	British Pound
JPY	Japanese Yen
NOK	Norwegian Krone
NZD	New Zealand Dollar
SEK	Swedish Krona
SGD	Singapore Dollar
USD	United States Dollar
Portfolio Abbreviation
ADR	American Depositary Receipt
JSC	Joint Stock Company
MSCI	Morgan Stanley Capital International
NVDR	Non-Voting Depositary Receipt
PCL	Public Company Limited
PJSC	Public Joint Stock Company
REIT	Real Estate Investment Trust
S&P	Standard & Poor’s
SAB	Special Assessment Bonds
SCA	Societe en Commandite par Actions
SOFR	Secured Overnight Financing Rate

54 2 0 2 2   BLACK ROCK   ANNUAL   REPORT   TO   SHAREHOLDERS

Master Portfolio Information  as of December 31, 2022 International Tilts Master Portfolio

TEN LARGEST HOLDINGS
Security	Percent of    Net Assets
Shell PLC		2.1%
BHP Group Ltd., Class DI		2.0
Novo Nordisk A/S, Class B		1.8
Novartis AG, Registered Shares		1.7
Nestle SA, Registered Shares		1.7
Siemens AG, Registered Shares		1.6
SAP SE		1.6
Sanofi		1.6
AIA Group Ltd.		1.6
ASML Holding NV		1.5

GEOGRAPHIC ALLOCATION
Country/Geographic Region	Percent of    Net Assets
Japan		20.2%
United Kingdom		14.0
France		11.4
Germany		9.5
Australia		8.7
Switzerland		8.5
Netherlands		4.7
United States		4.1
Hong Kong		3.6
Denmark		3.5
Sweden		2.3
Italy		2.0
Norway		2.0
Spain		1.9
Belgium		1.8
Singapore		1.1
Other#		2.6
Liabilities in Excess of Other Assets		(1.9)

^#  Includes holdings within countries/geographic regions that are less than 1.0% of net assets. Please refer to the Schedule of Investments for such countries/geographic regions.

Derivative Financial Instruments

International Tilts Master Portfolio (the “Master Portfolio”) may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Master Portfolio must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Master Portfolio’s investments in these instruments, if any, are discussed in detail in the Master Portfolio Notes to Financial Statements.

PORTFOLIO   INFORMATION  /   DERIVATIVE   FINANCIAL   INSTRUMENTS 1

Schedule of Investments December 31, 2022 International Tilts Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Australia — 8.7%
AGL Energy Ltd.		75,107	$	411,142
Allkem Ltd.(a)		59,091		447,656
ANZ Group Holdings Ltd.		24,992		402,594
Aristocrat Leisure Ltd.		86,741		1,787,368
BHP Group Ltd., Class DI		160,651		4,976,477
Charter Hall Group		3,461		28,075
Commonwealth Bank of Australia		5,718		397,143
CSL Ltd.		7,688		1,499,115
Deterra Royalties Ltd.		8,528		26,406
Downer EDI Ltd.		3,431		8,622
Flight Centre Travel Group Ltd.(a)(b)		43,582		426,531
Fortescue Metals Group Ltd.		29,730		415,541
Glencore PLC		64,074		427,287
Iluka Resources Ltd.		13,134		84,484
Insurance Australia Group Ltd.		8,068		25,936
Macquarie Group Ltd.		21,242		2,397,977
Magellan Financial Group Ltd.		1,574		9,523
Medibank Pvt Ltd.		136,276		271,876
Mineral Resources Ltd.		2,057		107,903
National Australia Bank Ltd.		60,139		1,221,039
Nufarm Ltd.		1		4
OZ Minerals Ltd.		9,587		180,707
Pilbara Minerals Ltd.(a)		7,051		17,855
Pro Medicus Ltd.		682		25,490
Qantas Airways Ltd.(a)		14,191		57,441
REA Group Ltd.(b)		9,700		729,503
Rio Tinto Ltd.		2,040		161,008
Rio Tinto PLC		7,734		544,350
Scentre Group(b)		93,929		182,838
Steadfast Group Ltd.		34,133		126,770
Stockland(b)		76,739		188,997
Telstra Corp. Ltd.		279,469		755,807
Treasury Wine Estates Ltd.		3,128		28,898
Westpac Banking Corp.		161,660		2,559,322
WiseTech Global Ltd.(b)		2,703		92,963
Worley Ltd.		96,198		981,263
				22,005,911
Austria — 0.4%
ams-OSRAM AG(a)		17,802		130,429
Andritz AG		10,293		589,193
BAWAG Group AG(c)		2,804		149,426
Erste Group Bank AG		5,977		191,235
				1,060,283
Belgium — 1.8%
Anheuser-Busch InBev SA		41,251		2,484,587
KBC Group NV	19,538		1,257,960
Proximus SADP		4,771		46,063
Solvay SA		7,802		788,829
UCB SA		816		64,295
				4,641,734
China — 0.3%
BOC Hong Kong Holdings Ltd.		171,000		580,510
Budweiser Brewing Co. APAC Ltd.(b)(c)		17,400		54,392
				634,902
Denmark — 3.5%
AP Moller - Maersk A/S, Class A		105		231,405
AP Moller - Maersk A/S, Class B		468		1,047,667
Carlsberg A/S, Class B		1,676		222,316

Security	Shares		Value
Denmark (continued)
Coloplast A/S, Class B		1,131	$	132,500
Demant A/S(a)		775		21,611
DSV A/S		2,958		467,770
Genmab A/S(a)		1,422		601,214
H Lundbeck A/S		4,136		15,488
Novo Nordisk A/S, Class B		32,896		4,467,789
Novozymes A/S, B Shares		7,997		405,717
Pandora A/S		1,623		114,716
Tryg A/S		43,330		1,029,761
				8,757,954
Finland — 0.4%
Nokia OYJ(b)		179,745		835,041
Sampo OYJ, A Shares		698		36,456
				871,497
France — 11.4%
Accor SA(a)		893		22,278
Air Liquide SA		3,712		526,864
Airbus SE		7,036		836,597
Arkema SA		7,175		645,354
AXA SA		3,826		106,575
BNP Paribas SA		22,413		1,276,177
Capgemini SE		8,782		1,468,140
Dassault Aviation SA		739		125,329
Dassault Systemes SE		37,529		1,349,530
Engie SA		100,319		1,435,171
Eramet SA		213		19,167
Eurazeo SE		241		15,004
Hermes International		1,020		1,578,808
Ipsen SA		1,172		126,061
Kering SA		18		9,161
L’Oreal SA		6,247		2,237,035
LVMH Moet Hennessy Louis Vuitton SE		5,048		3,673,391
Pernod Ricard SA		6,979		1,372,926
Remy Cointreau SA		1,320		222,570
Rexel SA		14,397		284,751
Safran SA		16,025		2,007,193
Sanofi		41,283		3,980,776
Schneider Electric SE		7,888		1,107,748
Societe Generale SA		53,254		1,335,804
Teleperformance		2,477		592,164
Thales SA		3,601		460,095
TotalEnergies SE		23,356		1,466,129
Ubisoft Entertainment SA(a)		10,523		297,283
Vinci SA		3,643		363,159
				28,941,240
Germany — 8.9%
Adidas AG		7,009		949,904
Bayer AG, Registered Shares		12,373		636,839
Bayerische Motoren Werke AG		10,947		969,192
Carl Zeiss Meditec AG		4,283		538,347
Daimler Truck Holding AG(a)		6,321		194,318
Deutsche Boerse AG		3,260		561,340
Deutsche Post AG, Registered Shares		41,288		1,545,270
Deutsche Telekom AG, Registered Shares		56,790		1,129,926
DWS Group GmbH & Co. KGaA(c)		7,588		244,868
Evonik Industries AG		53,880		1,027,697
Fraport AG Frankfurt Airport Services Worldwide(a)		321		13,000
Freenet AG		6,770		147,209
Hochtief AG		11,939		670,565
Infineon Technologies AG		36,724		1,116,112
Jenoptik AG		2		54

2 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 International Tilts Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Germany (continued)
K&S AG, Registered Shares		6,769	$	133,443
Mercedes-Benz Group AG, Registered Shares		34,814		2,276,657
Nemetschek SE		6,608		337,843
RWE AG		1,540		68,080
SAP SE		39,743		4,103,094
Scout24 SE(c)		21,642		1,089,320
Siemens AG, Registered Shares		29,955		4,129,333
Siemens Energy AG(a)		2,977		55,897
Talanx AG(a)		242		11,408
thyssenkrupp AG(a)		2,485		15,090
Volkswagen AG		510		80,007
Wacker Chemie AG		4,507		574,364
				22,619,177
Hong Kong — 3.6%
AIA Group Ltd.		353,200		3,900,522
ASMPT Ltd.		38,300		272,014
CK Asset Holdings Ltd.		37,500		229,994
CK Hutchison Holdings Ltd.		41,000		245,625
CK Infrastructure Holdings Ltd.		18,000		93,925
ESR Group Ltd.(c)		22,200		46,410
Hang Lung Properties Ltd.		10,000		19,480
Henderson Land Development Co. Ltd.		7,000		24,368
Hong Kong Exchanges & Clearing Ltd.		10,900		468,375
Hysan Development Co. Ltd.		4,000		12,954
Jardine Matheson Holdings Ltd.		21,800		1,108,984
Kerry Properties Ltd.		183,000		397,008
Link REIT		45,500		332,939
Man Wah Holdings Ltd.		33,600		33,248
New World Development Co. Ltd.		324,000		908,877
NWS Holdings Ltd.		51,000		44,023
Pacific Basin Shipping Ltd.(b)		130,000		43,795
PCCW Ltd.		112,000		50,459
Power Assets Holdings Ltd.(b)		13,000		71,051
Sino Land Co. Ltd.		46,000		57,375
SITC International Holdings Co. Ltd.(b)		32,000		70,926
Sun Hung Kai Properties Ltd.		26,500		361,973
Swire Properties Ltd.		127,400		322,691
WH Group Ltd.(c)		82,500		48,117
Wharf Holdings Ltd.		14,000		41,067
				9,206,200
Ireland — 0.6%
AIB Group PLC		5,403		20,739
Experian PLC		35,663		1,207,846
James Hardie Industries PLC		5,205		93,681
Kingspan Group PLC		3,056		165,464
				1,487,730
Israel — 0.2%
Bank Hapoalim BM		7,474		67,295
Bezeq The Israeli Telecommunication Corp. Ltd.(b)		76,430		131,117
First International Bank Of Israel Ltd.		295		11,635
Isracard Ltd.(b)		1,271		3,703
Nice Ltd.(a)		647		124,469
Paz Oil Co. Ltd.(a)		194		24,192
Shapir Engineering & Industry Ltd.		4,208		33,190
Teva Pharmaceutical Industries Ltd.(a)(b)		5,178		47,750
				443,351
Italy — 2.0%
A2A SpA		131,959		175,936
Assicurazioni Generali SpA		10,656		189,490
Banca Mediolanum SpA		15,809		131,728

Security	Shares		Value
Italy (continued)
Banca Monte dei Paschi di Siena SpA(a)		11,725	$	24,140
Buzzi Unicem SpA		3,982		76,734
Davide Campari-Milano NV		5,094		51,716
Eni SpA		31,061		441,671
Ferrari NV		1,218		261,186
Intesa Sanpaolo SpA		17,435		38,626
Italgas SpA		20,833		115,673
Mediobanca Banca di Credito Finanziario SpA(b)		43,235		415,448
MFE-MediaForEurope NV, Class A		40		15
Moncler SpA		1,654		87,888
Pirelli & C SpA(c)		78,004		334,368
Poste Italiane SpA(c)		46,641		455,051
PRADA SpA		3,200		17,964
Recordati Industria Chimica e Farmaceutica SpA		617		25,647
Reply SpA		448		51,394
Snam SpA		329,289		1,596,668
Terna - Rete Elettrica Nazionale		1,332		9,837
UniCredit SpA		38,174		541,672
UnipolSai Assicurazioni SpA(b)		4,922		12,118
				5,054,970
Japan — 20.2%
Acom Co. Ltd.		54,800		131,148
Advantest Corp.		1,300		83,263
Alfresa Holdings Corp.(b)		18,600		236,430
Amada Co. Ltd.		151,600		1,180,562
Aozora Bank Ltd.(b)		400		7,862
Astellas Pharma, Inc.		140,900		2,142,473
Benesse Holdings, Inc.		48,900		743,475
Casio Computer Co. Ltd.		13,800		140,003
Central Japan Railway Co.		3,100		380,617
COMSYS Holdings Corp.		600		10,528
Cosmos Pharmaceutical Corp.		400		40,641
Daifuku Co. Ltd.		1,600		74,583
Dai-ichi Life Holdings, Inc.		43,200		975,602
Daiichi Sankyo Co. Ltd.		7,200		231,744
Daikin Industries Ltd.		900		136,542
Daiwa House Industry Co. Ltd.		19,000		437,689
DMG Mori Co. Ltd.(b)		37,700		499,251
Ebara Corp.		4,100		146,052
Fancl Corp.		1,600		32,575
FANUC Corp.		7,400		1,107,384
Fast Retailing Co. Ltd.		3,200		1,947,307
Fuji Media Holdings, Inc.		13,100		106,554
Hino Motors Ltd.(a)		7,500		28,498
Hitachi Ltd.		3,100		155,980
Honda Motor Co. Ltd.		85,000		1,938,766
Horiba Ltd.(b)		3,300		143,064
Hoya Corp.		4,000		383,114
Inpex Corp.(b)		27,500		295,499
ITOCHU Corp.		43,200		1,355,303
Itochu Techno-Solutions Corp.		2,400		55,670
Japan Post Bank Co. Ltd.(b)		62,500		535,809
Japan Tobacco, Inc.(b)		18,500		372,964
JGC Holdings Corp.		1,300		16,479
Kajima Corp.		1,500		17,456
Kakaku.com, Inc.		7,300		117,133
Kamigumi Co. Ltd.		5,100		103,826
Kandenko Co. Ltd.		1,700		11,102
Kao Corp.		400		15,880
KDDI Corp.		102,400		3,105,473
Kinden Corp.		2,400		26,129
Kubota Corp.		17,000		232,244

MASTER   PORTFOLIO   SCHEDULE  OF   INVESTMENTS 3

Schedule of Investments  (continued) December 31, 2022 International Tilts Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Japan (continued)
Lawson, Inc.		35,800	$	1,368,653
Lion Corp.		37,300		429,042
MatsukiyoCocokara & Co.		400		20,106
Medipal Holdings Corp.		6,300		83,269
Mitsubishi Corp.		86,900		2,821,189
Mitsubishi Electric Corp.		2,600		25,763
Mitsubishi Estate Co. Ltd.		34,900		452,080
Mitsubishi Gas Chemical Co., Inc.		46,600		640,590
Mitsubishi Heavy Industries Ltd.		1,400		55,323
Mitsubishi UFJ Financial Group, Inc.		150,800		1,012,383
Mitsui Fudosan Co. Ltd.		59,400		1,085,652
MS&AD Insurance Group Holdings, Inc.		14,600		466,760
Nabtesco Corp.		4,200		106,530
NEC Corp.		25,700		901,279
Nippon Steel Corp.		6,200		107,577
Nippon Telegraph & Telephone Corp.		61,900		1,765,295
Nippon Television Holdings, Inc.		1,400		11,043
Nitto Denko Corp.		12,700		731,453
Nomura Real Estate Holdings, Inc.		400		8,553
Nomura Research Institute Ltd.		5,600		133,134
NSK Ltd.		30,000		158,181
OBIC Business Consultants Co. Ltd.		500		16,277
Olympus Corp.		1,300		22,929
Omron Corp.		24,600		1,188,864
Oracle Corp. Japan		600		39,013
Oriental Land Co. Ltd.		3,000		436,573
Otsuka Corp.		3,400		107,169
Pola Orbis Holdings, Inc.(b)		21,800		306,813
Recruit Holdings Co. Ltd.		64,200		2,009,587
Ricoh Co. Ltd.		26,300		200,173
Santen Pharmaceutical Co. Ltd.		60,100		489,720
Sanwa Holdings Corp.		1,200		11,048
SCREEN Holdings Co. Ltd.		1,800		114,781
Sega Sammy Holdings, Inc.		33,100		499,792
SG Holdings Co. Ltd.		3,000		41,597
Shimamura Co. Ltd.		200		19,931
Shiseido Co. Ltd.		1,500		73,521
SMC Corp.		400		167,021
SoftBank Corp.		49,500		560,026
SoftBank Group Corp.		20,900		883,922
Sohgo Security Services Co. Ltd.		2,600		70,787
Sompo Holdings, Inc.		300		13,273
Sony Group Corp.		2,400		182,932
Sumitomo Chemical Co. Ltd.		340,700		1,221,622
Sumitomo Corp.		78,400		1,303,250
Sumitomo Heavy Industries Ltd.		1,000		19,964
Sumitomo Mitsui Financial Group, Inc.		12,100		486,812
Sundrug Co. Ltd.		4,000		118,866
Suzuken Co. Ltd.		500		13,528
Suzuki Motor Corp.		16,800		538,059
T&D Holdings, Inc.		14,500		207,564
Taisho Pharmaceutical Holdings Co. Ltd.		800		35,189
Takeda Pharmaceutical Co. Ltd.		89,600		2,799,702
Terumo Corp.		23,600		669,074
Tokyo Electron Ltd.		600		176,297
Tokyo Tatemono Co. Ltd.		1,300		15,738
Toshiba Corp.		6,900		239,770
TOTO Ltd.		900		30,528
Toyota Industries Corp.		2,500		135,814
Toyota Motor Corp.		38,600		526,602
Trend Micro, Inc.(a)		6,100		285,281
Tsuruha Holdings, Inc.		20,700		1,605,597

Security	Shares		Value
Japan (continued)
Yamada Holdings Co. Ltd.		161,000	$	571,512
Yaskawa Electric Corp.		14,600		465,819
ZOZO, Inc.		3,200		79,026
				51,087,892
Luxembourg — 0.5%
ArcelorMittal SA		50,532		1,333,142
SES SA		5		33
				1,333,175
Macau — 0.0%
Wynn Macau Ltd.(a)		7,200		7,988
Netherlands — 4.7%
Aalberts NV		609		23,722
ABN AMRO Bank NV(c)		3,708		51,348
Adyen NV(a)(c)		17		23,600
Argenx SE(a)		629		236,130
ASML Holding NV		7,066		3,852,748
ASR Nederland NV		17,953		853,019
IMCD NV		4,373		625,520
JDE Peet’s NV		2,344		67,800
Koninklijke DSM NV		4,304		528,508
Koninklijke Philips NV		164,540		2,475,868
Koninklijke Vopak NV		6,364		189,306
NN Group NV		324		13,249
Randstad NV		3,126		191,006
Signify NV(c)		594		19,996
Stellantis NV		86,413		1,227,959
Wolters Kluwer NV		14,784		1,546,927
				11,926,706
New Zealand — 0.0%
Vector Ltd.		18,296		47,856
Norway — 2.0%
Aker BP ASA		21,723		675,213
Aker Carbon Capture ASA(a)		9		11
Aker Horizons ASA(a)		1		1
Aker Solutions ASA		13		50
DNB Bank ASA		113,665		2,244,896
Dolphin Drilling ASA(a)(b)(d)		8		—
Equinor ASA		45,039		1,618,713
Gjensidige Forsikring ASA		1,160		22,752
Kongsberg Gruppen ASA		2,033		86,532
Var Energi ASA(b)		93,033		321,182
				4,969,350
Singapore — 1.1%
ComfortDelGro Corp. Ltd.		60,200		55,286
Jardine Cycle & Carriage Ltd.(b)		64,600		1,379,322
Mapletree Pan Asia Commercial Trust		45,200		56,475
Oversea-Chinese Banking Corp. Ltd.		48,500		441,157
SATS Ltd.(a)		42,200		89,449
Singapore Telecommunications Ltd.		187,400		359,300
United Overseas Bank Ltd.		17,100		391,690
				2,772,679
South Africa — 0.3%
Anglo American PLC		20,429		799,997
Spain — 1.9%
Acciona SA		5,067		932,488
ACS Actividades de Construccion y Servicios SA		1,054		30,159
Amadeus IT Group SA(a)		10,642		552,083
Banco Bilbao Vizcaya Argentaria SA		288,452		1,737,423
Banco Santander SA		210,495		629,404

4 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 International Tilts Master Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Spain (continued)
Bankinter SA		10,655	$	71,383
Grifols SA (a)(b)		8,628		99,640
Iberdrola SA		30,701		358,388
Mapfre SA		68,819		133,130
Repsol SA		19,876		316,366
				4,860,464
Sweden — 2.3%
Assa Abloy AB, Class B		887		19,079
Boliden AB		2,841		106,714
EQT AB		4,033		85,682
Industrivarden AB, A Shares		21,245		516,743
Industrivarden AB, C Shares		51,367		1,246,289
Investor AB, A Shares		6,235		116,000
Investor AB, B Shares		97,457		1,764,065
L E Lundbergforetagen AB, B Shares		1,326		56,532
Saab AB, Class B		35,766		1,409,450
Telefonaktiebolaget LM Ericsson, B Shares		50,239		294,371
Trelleborg AB, B Shares		598		13,813
Volvo AB, B Shares		7,592		137,139
Volvo Car AB, Class B(a)(b)		9,517		43,335
				5,809,212
Switzerland — 8.5%
ABB Ltd., Registered Shares		37,705		1,149,154
Chocoladefabriken Lindt & Spruengli AG		122		1,243,185
Chocoladefabriken Lindt & Spruengli AG, Registered Shares		5		514,417
Cie Financiere Richemont SA, Registered Shares, Class A		7,653		992,287
Flughafen Zurich AG, Registered Shares(a)		114		17,640
Givaudan SA, Registered Shares		9		27,566
Helvetia Holding AG, Registered Shares		1,300		151,272
Holcim AG, Registered Shares		2,982		154,358
Nestle SA, Registered Shares		37,158		4,292,097
Novartis AG, Registered Shares		48,936		4,428,582
PSP Swiss Property AG, Registered Shares(b)		186		21,850
Roche Holding AG		7,932		2,562,200
STMicroelectronics NV		24,795		881,116
Swatch Group AG		4,181		1,188,326
Temenos AG, Registered Shares		6,494		357,256
UBS Group AG, Registered Shares		140,774		2,616,456
VAT Group AG(c)		616		169,103
Zurich Insurance Group AG		1,612		770,660
				21,537,525
United Kingdom — 14.0%
Ashtead Group PLC		2,761		156,838
AstraZeneca PLC		24,734		3,346,989
Auto Trader Group PLC(c)		12,542		78,103
Barclays PLC		286,725		545,584
Bellway PLC		4,879		111,574
BP PLC		582,060		3,358,452
British American Tobacco PLC		77,000		3,045,978
BT Group PLC		1,223,592		1,652,184
Centrica PLC		208,087		242,018
Compass Group PLC		18,360		423,969
Croda International PLC		1,450		115,389
Diageo PLC		54,103		2,368,189
Direct Line Insurance Group PLC		23,013		61,338
Dr. Martens PLC		3,672		8,333
Dunelm Group PLC		3		36
GSK PLC		195,460		3,378,181

Security	Shares		Value
United Kingdom (continued)
HSBC Holdings PLC		117,209	$	726,407
IG Group Holdings PLC		12,663		119,315
IMI PLC(b)		13,158		205,499
Intertek Group PLC		35,598		1,731,921
Lloyds Banking Group PLC		1,808,779		987,074
London Stock Exchange Group PLC		1,164		100,012
Man Group PLC		6,913		17,786
National Grid PLC		106,565		1,276,580
Reckitt Benckiser Group PLC		4,405		305,338
RELX PLC		29,550		816,999
Rightmove PLC		6,272		38,801
Rolls-Royce Holdings PLC(a)		5,728		6,398
RS GROUP PLC		782		8,420
Shell PLC		184,417		5,198,865
Smiths Group PLC		41,635		799,062
Spectris PLC		7,072		256,195
Spirax-Sarco Engineering PLC		1,144		146,124
SSE PLC		47,919		985,547
Standard Chartered PLC		1,739		12,970
Tesco PLC		203,779		549,157
Travis Perkins PLC		4,123		44,080
Unilever PLC		36,788		1,855,320
UNITE Group PLC		1,648		18,080
Vodafone Group PLC		310,655		314,606
				35,413,711
Total Common Stocks — 97.3% (Cost: $228,335,917)				246,291,504
Preferred Securities
Preferred Stocks — 0.5%
Germany — 0.5%
Fuchs Petrolub SE, Preference Shares		2,198		76,830
Porsche Automobil Holding SE, Preference Shares		105		5,726
Schaeffler AG, Preference Shares		11		75
Volkswagen AG, Preference Shares		10,389		1,288,751
				1,371,382
Total Preferred Securities — 0.5% (Cost: $1,553,546)				1,371,382
Total Long-Term Investments — 97.8% (Cost: $229,889,463)				247,662,886
Short-Term Securities
Money Market Funds — 4.1%
BlackRock Cash Funds: Institutional, SL Agency Shares, 4.53%(e)(f)(g)		5,319,136		5,320,732
BlackRock Cash Funds: Treasury, SL Agency Shares, 4.12%(e)(f)		5,082,227		5,082,227
Total Short-Term Securities — 4.1% (Cost: $10,400,657)				10,402,959
Total Investments — 101.9% (Cost: $240,290,120)				258,065,845
Liabilities in Excess of Other Assets — (1.9)%				(4,790,699	)
Net Assets — 100.0%			$	253,275,146

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

MASTER   PORTFOLIO   SCHEDULE  OF   INVESTMENTS 5

Schedule of Investments  (continued) December 31, 2022 International Tilts Master Portfolio

^(c)  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.

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

^(e)  Affiliate of the Master Portfolio.

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

^(g)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the Master Portfolio during the year ended December 31, 2022 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 12/31/21		Purchases at Cost		Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 12/31/22		Shares Held at 12/31/22		Income			Capital Gain Distributions from Underlying Funds
BlackRock Cash Funds: Institutional, SL Agency Shares	$	5,394,712	$	—	$	(75,300	)(a)	$	(355	)	$	1,675	$	5,320,732		5,319,136	$	28,129	(b)	$	—
BlackRock Cash Funds: Treasury, SL Agency Shares		5,557,708		—		(475,481	)(a)		—			—		5,082,227		5,082,227		77,960			—
								$	(355	)	$	1,675	$	10,402,959			$	106,089		$	—

^(a)  Represents net amount purchased (sold).

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
MSCI EAFE Index		51		03/17/23	$	4,971	$	(95,842	)

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

	Commodity Contracts		Credit   Contracts		Equity   Contracts		Foreign Currency   Exchange Contracts		Interest Rate   Contracts		Other   Contracts		Total
Liabilities — Derivative Financial Instruments
Futures contracts
Unrealized depreciation on futures contracts(a)	$	—	$	—	$	95,842	$	—	$	—	$	—	$	95,842

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Master Portfolio Schedule of Investments. In the Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in net unrealized appreciation (depreciation).

For the period ended December 31, 2022, the effect of derivative financial instruments in the Statement of Operations was as follows:

	Commodity Contracts		Credit   Contracts		Equity   Contracts			Foreign Currency   Exchange Contracts		Interest Rate   Contracts		Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	(833,743	)	$	—	$	—	$	—	$	(833,743	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(204,630	)	$	—	$	—	$	—	$	(204,630	)

6 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Schedule of Investments  (continued) December 31, 2022 International Tilts Master Portfolio

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contracts — long	$	5,322,893

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

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 Master Portfolio’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.

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

	Level 1			Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Australia	$	402,594		$	21,603,317	$	—	$	22,005,911
Austria		—			1,060,283		—		1,060,283
Belgium		—			4,641,734		—		4,641,734
China		—			634,902		—		634,902
Denmark		—			8,757,954		—		8,757,954
Finland		—			871,497		—		871,497
France		—			28,941,240		—		28,941,240
Germany		—			22,619,177		—		22,619,177
Hong Kong		—			9,206,200		—		9,206,200
Ireland		—			1,487,730		—		1,487,730
Israel		—			443,351		—		443,351
Italy		—			5,054,970		—		5,054,970
Japan		—			51,087,892		—		51,087,892
Luxembourg		33			1,333,142		—		1,333,175
Macau		—			7,988		—		7,988
Netherlands		—			11,926,706		—		11,926,706
New Zealand		—			47,856		—		47,856
Norway		—			4,969,350		—		4,969,350
Singapore		—			2,772,679		—		2,772,679
South Africa		—			799,997		—		799,997
Spain		—			4,860,464		—		4,860,464
Sweden		—			5,809,212		—		5,809,212
Switzerland		—			21,537,525		—		21,537,525
United Kingdom		—			35,413,711		—		35,413,711
Preferred Securities
Preferred Stocks		—			1,371,382		—		1,371,382
Short-Term Securities
Money Market Funds		10,402,959			—		—		10,402,959
	$	10,805,586		$	247,260,259	$	—	$	258,065,845
Derivative Financial Instruments(a)
Liabilities
Equity Contracts	$	(95,842	)	$	—	$	—	$	(95,842	)

^(a) Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

MASTER   PORTFOLIO   SCHEDULE  OF   INVESTMENTS 7

Statement of Assets and Liabilities

December 31, 2022

	International Tilts Master Portfolio
ASSETS
Investments, at value — unaffiliated(a)(b)	$	247,662,886
Investments, at value — affiliated(c)		10,402,959
Cash pledged for futures contracts		245,910
Foreign currency, at value(d)		19,098
Receivables:
Securities lending income — affiliated		3,608
Dividends — unaffiliated		407,826
Dividends — affiliated		17,182
Prepaid expenses		1,887
Total assets		258,761,356
LIABILITIES
Bank overdraft		5,003
Collateral on securities loaned		5,318,736
Payables:
Administration fees		10,801
Investment advisory fees		75,301
Trustees’ and Officer’s fees		1,751
Professional fees		23,329
Variation margin on futures contracts		51,289
Total liabilities		5,486,210
NET ASSETS	$	253,275,146
NET ASSETS CONSIST OF
Investors’ capital	$	235,590,989
Net unrealized appreciation (depreciation)		17,684,157
NET ASSETS	$	253,275,146
(a) Investments, at cost — unaffiliated	$	229,889,463
(b) Securities loaned, at value	$	5,044,702
(c)  Investments, at cost — affiliated	$	10,400,657
(d) Foreign currency, at cost	$	20,073

See notes to financial statements.

8 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Statement of Operations

Year Ended December 31, 2022

	International Tilts Master Portfolio
INVESTMENT INCOME
Dividends — unaffiliated	$	9,071,531
Dividends — affiliated		77,978
Securities lending income — affiliated — net		28,111
Foreign taxes withheld		(1,195,308	)
Total investment income		7,982,312
EXPENSES
Investment advisory		1,022,498
Administration		127,812
Professional		22,093
Trustees and Officer		6,776
Total expenses		1,179,179
Less:
Fees waived and/or reimbursed by the Manager		(160,312	)
Total expenses after fees waived and/or reimbursed		1,018,867
Net investment income		6,963,445
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss from:
Investments — unaffiliated		(29,886,165	)
Investments — affiliated		(355	)
Foreign currency transactions		(157,603	)
Futures contracts		(833,743	)
		(30,877,866	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(16,744,639	)
Investments — affiliated		1,675
Foreign currency translations		3,643
Futures contracts		(204,630	)
		(16,943,951	)
Net realized and unrealized loss		(47,821,817	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(40,858,372)

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   STATEMENTS 9

Statements of Changes in Net Assets

	International Tilts Master Portfolio
	Year Ended 12/31/22			Year Ended 12/31/21
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	6,963,445		$	5,215,470
Net realized gain (loss)		(30,877,866	)		25,627,549
Net change in unrealized appreciation (depreciation)		(16,943,951	)		(282,250	)
Net increase (decrease) in net assets resulting from operations		(40,858,372	)		30,560,769
CAPITAL TRANSACTIONS
Proceeds from contributions		17,025,691			43,597,486
Value of withdrawals		(9,591,747	)		(7,672,392	)
Net increase in net assets derived from capital transactions		7,433,944			35,925,094
NET ASSETS
Total increase (decrease) in net assets		(33,424,428	)		66,485,863
Beginning of year		286,699,574			220,213,711
End of year	$	253,275,146		$	286,699,574

See notes to financial statements.

10 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Financial Highlights

	International Tilts Master Portfolio
		Year Ended 12/31/22			Year Ended 12/31/21			Year Ended 12/31/20			Year Ended 12/31/19			Year Ended 12/31/18
Total Return
Total return			(13.72	)%		13.15	%		6.88	%		22.30	%		(15.06	)%
Ratios to Average Net Assets(a)
Total expenses			0.46	%		0.46	%		0.47	%		0.47	%		0.46	%
Total expenses after fees waived and/or reimbursed			0.40	%		0.40	%		0.40	%		0.40	%		0.40	%
Net investment income			2.72	%		2.03	%		1.78	%		3.22	%		2.68	%(b)
Supplemental Data
Net assets, end of year (000)		$	253,275		$	286,700		$	220,214		$	176,066		$	147,377
Portfolio turnover rate			122	%		180	%		261	%		151	%		130	%

^(a)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(b)  The ratio of net investment income to average net assets includes 0.04% resulting from a special dividend.

See notes to financial statements.

MASTER   PORTFOLIO   FINANCIAL   HIGHLIGHTS 11

Notes to Financial Statements

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. MIP is organized as a Delaware statutory trust. International Tilts Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified.

The Master Portfolio, 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 Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Master Portfolio is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain.

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

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

Foreign Taxes: The Master Portfolio may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Master Portfolio invests. These foreign taxes, if any, are paid by the Master Portfolio and are reflected in its Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of December 31, 2022, if any, are disclosed in the Statement of Assets and Liabilities.

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

Collateralization: If required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio 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 Master Portfolio (the “Board”) has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio determines the fair values of its

12 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

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 Master Portfolio’s assets and liabilities:

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

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

• Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Master Portfolio uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

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 Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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

	Standard Inputs Generally Considered By The Valuation Committee And Third-Party Pricing Services
Market approach	(i)  recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers; (ii) recapitalizations and other transactions across the capital structure; and (iii)   market multiples of comparable issuers.
Income approach	(i)  future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks; (ii) quoted prices for similar investments or assets in active markets; and (iii)   other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.
Cost approach	(i)  audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company; (ii) changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company; (iii)   relevant news and other public sources; and (iv)   known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

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

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

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

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

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

MASTER  PORTFOLIO   NOTES   TO   FINANCIAL  STATEMENTS 13

Notes to Financial Statements  (continued)

• 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 Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. SECURITIES AND OTHER INVESTMENTS

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

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

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Master Portfolio, except in the event of borrower default. The securities on loan, if any, are disclosed in the Master Portfolio’s Schedule of Investments. The market value of any securities on loan and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value –unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Master Portfolio’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
BofA Securities, Inc.	$	3,124,654	$	(3,124,654	)	$	—		$	—
Goldman Sachs & Co. LLC		815,475		(815,475	)		—			—
HSBC Bank PLC		309,616		(309,616	)		—			—
Jefferies LLC		3,813		(3,813	)		—			—
Morgan Stanley		705,369		(705,369	)		—			—
UBS AG		85,775		(85,775	)		—			—
	$	5,044,702	$	(5,044,702	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Master Portfolio is disclosed in the Master Portfolio’s Statement of Assets and Liabilities.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Master Portfolio benefits from a borrower default indemnity provided by BlackRock, Inc. (“BlackRock”). BlackRock’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. The Master Portfolio could incur a loss

14 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements  (continued)

if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Master Portfolio.

5. DERIVATIVE FINANCIAL INSTRUMENTS

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

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

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

Average Daily Net Assets	Investment    Advisory Fees
First $1 billion		0.40%
$1 billion -$3 billion		0.38
$3 billion -$5 billion		0.36
$5 billion -$10 billion		0.35
Greater than $10 billion		0.34

MIP, on behalf of the Master Portfolio, entered into an Administration Agreement with the Manager, which has agreed to provide general administrative services (other than investment advice and related portfolio activities). The Manager has agreed to bear all of the Master Portfolio’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Master Portfolio. The Manager is entitled to receive for these administrative services an annual fee of 0.05% based on the average daily net assets of the Master Portfolio.

The Manager entered into separate sub-advisory agreements with BlackRock Fund Advisors (“BFA”) and BlackRock International Limited (“BIL”) (collectively, the “Sub-Advisers”), each an affiliate of the Manager. The Manager pays BFA and BIL for services they provide for that portion of the Master Portfolio for which BFA and BIL, as applicable, acts as sub-adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by the Master Portfolio to the Manager.

Expense Waivers and Reimbursements: The fees and expenses of MIP’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the Master Portfolio’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. The Manager has contractually agreed to reimburse the Master Portfolio or provide an offsetting credit against the investment advisory fees paid by the Master Portfolio in an amount equal to these independent expenses through June 30, 2023. Such contractual arrangement may not be terminated prior to July 1, 2023 without the consent of the Board of MIP. This amount waived is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amount waived was $28,869.

The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2023. 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 Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the amounts waived were $3,631.

MASTER  PORTFOLIO   NOTES   TO   FINANCIAL  STATEMENTS 15

Notes to Financial Statements(continued)

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’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, 2023. 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 Master Portfolio. For the year ended December 31, 2022, there were no fees waived and/or reimbursed by the Manager pursuant to this agreement.

The Manager has contractually agreed to waive administration fees through June 30, 2023. This waiver agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees or by a majority of the outstanding voting securities of the Master Portfolio. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended December 31, 2022, the Manager waived $127,812.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending, including any custodial costs. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund, BlackRock Cash Funds: Institutional or BlackRock Cash Funds: Treasury, managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. The SL Agency Shares of such money market fund will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Master Portfolio retains 82% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment fees), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the year ended December 31, 2022, the Master Portfolio paid BTC $7,812 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio 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 Master Portfolio’s investment policies and restrictions. The Master Portfolio 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 year ended December 31, 2022, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended December 31, 2022, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Master Portfolio Name	Purchases		Sales		Net Realized Gain (Loss)
International Tilts Master Portfolio	$	34,142,898	$	26,784,142	$	(2,861,958	)

7. PURCHASES AND SALES

For the year ended December 31, 2022, purchases and sales of investments, excluding short-term securities, were $323,197,334 and $307,977,404, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is

16 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Notes to Financial Statements(continued)

required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio 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 Master Portfolio’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 Master Portfolio’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 Master Portfolio as of December 31, 2022, 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 Master Portfolio’s financial statements.

As of December 31, 2022, 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:

Master Portfolio Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
International Tilts Master Portfolio	$	246,020,960	$	26,637,755	$	(14,592,870)	$	12,044,885

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), are a party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, 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 2023 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 year ended December 31, 2022, the Master Portfolio did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio 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 Master Portfolio and its investments. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to redemption gates or liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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

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

Counterparty Credit Risk: The Master Portfolio may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Master Portfolio manages

MASTER  PORTFOLIO   NOTES   TO   FINANCIAL  STATEMENTS 17

Notes to Financial Statements(continued)

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 Master Portfolio to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master Portfolio’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 Master Portfolio.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Master Portfolio’s portfolio are disclosed in its Schedule of Investments.

The Master Portfolio invests a significant portion of its assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries 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 Master Portfolio’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 could 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.

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”). Although many LIBOR rates ceased to be published or no longer are representative of the underlying market they seek to measure after December 31, 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The Master Portfolio may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Master Portfolio is uncertain.

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio 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.

18 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Master Investment Portfolio and Investors of International Tilts Master Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of International Tilts Master Portfolio (one of the series constituting Master Investment Portfolio, referred to hereafter as the “Master Portfolio”) as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Portfolio as of December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Master Portfolio’s management. Our responsibility is to express an opinion on the Master Portfolio’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Master Portfolio in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, transfer agent and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 23, 2023

We have served as the auditor of one or more BlackRock investment companies since 2000.

MASTER  PORTFOLIO   REPORT   OF  INDEPENDENT  REGISTERED  PUBLIC   ACCOUNTING   FIRM 19

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), Master Investment Portfolio (“MIP”) has adopted and implemented a liquidity risk management program (the “Program”) for International Tilts Master Portfolio (the “Fund”), a series of MIP, which is reasonably designed to assess and manage the Fund’s liquidity risk.

The Board of Trustees (the “Board”) of MIP, on behalf of the Fund, met on November 8-9, 2022 (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, 2021 through September 30, 2022 (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 Master Portfolio, 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.

20 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Trustee and Officer Information

Independent Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	28 RICs consisting of 164 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021.	28 RICs consisting of 164 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.	28 RICs consisting of 164 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	28 RICs consisting of 164 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President - Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	28 RICs consisting of 164 Portfolios	None

TRUSTEE   AND   OFFICER   INFORMATION 21

Trustee and Officer Information  (continued)

Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	28 RICs consisting of 164 Portfolios	Hertz Global Holdings (car rental) from 2015 to 2021; GrafTech International Ltd. (materials manufacturing); WABCO (commercial vehicle safety systems) from 2015 to 2020; Sealed Air Corp. (packaging) from 2015 to 2021
Cynthia A. Montgomery 1952	Trustee (Since 2009)	Professor, Harvard Business School since 1989.	28 RICs consisting of 164 Portfolios	None
Donald C. Opatrny 1952	Trustee (Since 2019)	Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018; Trustee, Arizona Community Foundation and Member of Investment Committee since 2020.	28 RICs consisting of 164 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2009)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	28 RICs consisting of 164 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2009)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past- Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter- Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.	28 RICs consisting of 164 Portfolios	None

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Trustee and Officer Information  (continued)

		Independent Trustees(a) (continued)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	28 RICs consisting of 164 Portfolios	None
		Interested Trustees(a)(d)
Name Year of Birth(b)	Position(s) Held (Length of Service)(c)	Principal Occupation(s) During Past 5 Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past 5 Years
Robert Fairbairn 1965	Trustee (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016.	98 RICs consisting of 266 Portfolios	None
John M. Perlowski(e) 1964	Trustee (Since 2015) President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	100 RICs consisting of 268 Portfolios	None
(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. (c) In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015. (d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the MIP based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex. (e) Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

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

Trustee and Officer Information  (continued)

Officers Who Are Not Trustees(a)
Name Year of Birth(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past 5 Years
Roland Villacorta 1971	Vice President (Since 2022)	Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019.
Trent Walker 1974	Chief Financial Officer (Since 2021)	Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds.
Jay M. Fife 1970	Treasurer (Since 2009)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Lisa Belle 1968	Anti-Money Laundering Compliance Officer (Since 2019)	Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012.
Janey Ahn 1975	Secretary (Since 2019)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b) Officers of the MIP serve at the pleasure of the Board.

Further information about the MIP’s Trustees and Officers is available in the Master Portfolio’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Effective March 31, 2022, Thomas Callahan resigned as a Vice President of the MIP and effective May 10, 2022, Roland Villacorta was appointed as a Vice President of the MIP.

Effective December 31, 2022, Joseph P. Platt retired as a Trustee of the MIP.

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Additional Information

General Information

Quarterly performance, semi-annual and annual reports and other information regarding the Master Portfolio 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 Master Portfolio and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Master Portfolio 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 Master Portfolio at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Master Portfolio 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 Master Portfolio’s Form N-PORT is available on the SEC’s website at sec.gov. Additionally, the Master Portfolio 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 Master Portfolio uses to determine how to vote proxies relating to portfolio securities and information about how the Master Portfolio voted proxies relating to securities held in the Master Portfolio’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.

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.

ADDITIONAL   INFORMATION 25

Additional Information  (continued)

BlackRock Privacy Principles (continued)

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.

Master Portfolio and Service Providers

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Sub-Adviser

BlackRock Fund Advisors

San Francisco, CA 94105

BlackRock International Limited

Edinburgh, EH3 8BL

United Kingdom

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

Philadelphia, PA 19103

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of MIP

400 Howard Street

San Francisco, CA 94105

26 2 0 2 2   BLACK ROCK    ANNUAL   REPORT   TO   SHAREHOLDERS

Glossary of Terms Used in this Report

Portfolio Abbreviation
MSCI	Morgan Stanley Capital International
REIT	Real Estate Investment Trust

G L O S S A R Y  O F  T E R M S  U S E D  I N  T H I S  R E P O R T 27

(b) Not Applicable

Item 2 – Code of Ethics – Each registrant (or each, a “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrants’ principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrants undertake to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.

Item 3 – Audit Committee Financial Experts – Each registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Neil A. Cotty

Henry R. Keizer

Kenneth L. Urish

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

Item 4 – Principal Accountant Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for the services rendered to the Funds:

	(a) Audit Fees		(b) Audit-Related Fees1		(c) Tax Fees2		(d) All Other Fees
Entity Name	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Cash Funds: Institutional	$11,000	$11,000	$0	$0	$5,000	$2,900	$0	$0
BlackRock Cash Funds: Treasury	$11,000	$11,000	$0	$0	$5,000	$2,900	$0	$0
BlackRock LifePath Dynamic 2025 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2030 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2035 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2040 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2045 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2050 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic 2055 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0

BlackRock LifePath Dynamic 2060 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
Blackrock LifePath Dynamic 2065 Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
BlackRock LifePath Dynamic Retirement Fund	$22,000	$22,000	$0	$323	$10,750	$9,600	$0	$0
iShares MSCI Total International Index Fund	$11,000	$11,000	$0	$0	$10,750	$8,100	$0	$0
iShares Russell 1000 Large-Cap Index Fund	$11,000	$11,000	$0	$207	$10,750	$8,100	$0	$0
iShares S&P 500 Index Fund	$13,400	$13,400	$0	$0	$10,750	$8,100	$0	$0
iShares U.S. Aggregate Bond Index Fund	$12,200	$12,200	$0	$0	$10,750	$8,100	$0	$0
Diversified Equity Master Portfolio	$22,000	$22,000	$0	$0	$27,500	$18,550	$0	$0
International Tilts Master Portfolio	$22,000	$22,000	$0	$0	$27,500	$20,900	$0	$0
Large Cap Index Master Portfolio	$22,000	$22,000	$0	$0	$27,500	$20,900	$0	$0
Money Market Master Portfolio	$12,400	$12,400	$0	$0	$0	$0	$0	$0
S&P 500 Index Master Portfolio	$22,000	$22,000	$0	$0	$27,500	$20,900	$0	$0
Total International ex U.S. Index Master Portfolio	$22,000	$22,000	$0	$0	$27,500	$20,900	$0	$0
Treasury Money Market Master Portfolio	$12,400	$12,400	$0	$0	$8,000	$7,100	$0	$0
U.S. Total Bond Index Master Portfolio	$24,100	$24,100	$0	$0	$27,500	$18,550	$0	$0

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

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

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

² The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

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

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

Each Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor

independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the registrant’s Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Cash Funds: Institutional	$5,000	$2,900
BlackRock Cash Funds: Treasury	$5,000	$2,900
BlackRock LifePath Dynamic 2025 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2030 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2035 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2040 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2045 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2050 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2055 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2060 Fund	$10,750	$9,923
BlackRock LifePath Dynamic 2065 Fund	$10,750	$9,923
BlackRock LifePath Dynamic Retirement Fund	$10,750	$9,923
iShares MSCI Total International Index Fund	$10,750	$8,100
iShares Russell 1000 Large-Cap Index Fund	$10,750	$8,307
iShares S&P 500 Index Fund	$10,750	$8,100
iShares U. S. Aggregate Bond Index Fund	$10,750	$8,100
Diversified Equity Master Portfolio	$27,500	$18,550

International Tilts Master Portfolio	$27,500	$20,900
Large Cap Index Master Portfolio	$27,500	$20,900
Money Market Master Portfolio	$0	$0
S&P 500 Index Master Portfolio	$27,500	$20,900
Total International ex U.S. Index Master Portfolio	$27,500	$20,900
Treasury Money Market Master Portfolio	$8,000	$7,100
U.S. Total Bond Index Master Portfolio	$27,500	$18,550

(h) Each Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i) – Not Applicable

(j) – Not Applicable

Item 5 – Audit Committee of Listed Registrants – Not Applicable

Item 6 – Investments

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

(b) There were no changes in the registrants’ internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants’ internal control over financial reporting.

Item 12 – Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

Item 13 – Exhibits attached hereto

(a)(2) Section 302 Certifications are attached

(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

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

BlackRock Funds III and Master Investment Portfolio

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock Funds III and Master Investment Portfolio

Date: February 23, 2023

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

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock Funds III and Master Investment Portfolio

Date: February 23, 2023

By:	/s/ Trent Walker
	Trent Walker
	Chief Financial Officer (principal financial officer) of
	BlackRock Funds III and Master Investment Portfolio

Date: February 23, 2023