BlackRock Liquidity Funds - FedFund (BUPXX) 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: 811-02354

Name of Fund:  BlackRock Liquidity Funds

California Money Fund

Federal Trust Fund

FedFund

MuniCash

MuniFund

New York Money Fund

TempCash

TempFund

T-Fund

Treasury Trust Fund

Fund Address:  100 Bellevue Parkway, Wilmington, DE 19809

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

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

Date of fiscal year end: 10/31/2014

Date of reporting period: 10/31/2014

Item 1 – Report to Stockholders

OCTOBER 31, 2014        

  ANNUAL REPORT   BLACKROCK^®

BlackRock Liquidity Funds

„   Federal Trust Fund

„   FedFund

„   TempCash

„   TempFund

„   T-Fund

„   Treasury Trust Fund

„   MuniCash

„   MuniFund

„   California Money Fund

„   New York Money Fund

Not FDIC Insured ¡ May Lose Value ¡ No Bank Guarantee

Table of Contents

	Page
Shareholder Letter	3
Annual Report:
Money Market Overview	4
Fund Information	5
Disclosure of Expenses	9
Financial Statements:
Schedules of Investments	11
Statements of Assets and Liabilities	49
Statements of Operations	53
Statements of Changes in Net Assets	55
Financial Highlights	59
Notes to Financial Statements	86
Report of Independent Registered Public Accounting Firm	99
Important Tax Information	99
Disclosure of Investment Advisory Agreement	100
Officers and Trustees	105
Additional Information	108

2 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Shareholder Letter

Dear Shareholder,

The final months of 2013 were generally positive for most risk assets such as equities and high yield bonds even as investors were grappling with uncertainty as to when and by how much the U.S. Federal Reserve would begin to gradually reduce (or “taper”) its asset purchase programs. Higher quality bonds and emerging market investments, however, struggled as Fed tapering became increasingly imminent. When the central bank ultimately announced its tapering plans in mid-December, equity investors reacted positively, as this action signaled the Fed’s perception of real improvement in the economy.

Most asset classes moved higher in the first half of 2014 despite the pull back in Fed stimulus. The year got off to a rocky start, however, as a number of developing economies showed signs of stress and U.S. economic data weakened. Equities declined in January while bond markets found renewed strength from investors seeking relatively safer assets. Although these headwinds persisted, equities were back on the rise in February as investors were assuaged by increasing evidence that the soft patch in U.S. data was temporary and weather-related, and forecasts pointed to growth picking up later in the year.

In the months that followed, interest rates trended lower and bond prices climbed higher in the modest growth environment. Financial markets exhibited a remarkably low level of volatility despite rising tensions in Russia and Ukraine and signs of decelerating growth in China. Equity markets were resilient as investors focused on signs of improvement in the U.S. recovery, stronger corporate earnings, increased merger-and-acquisition activity and, perhaps most importantly, reassurance from the Fed that no changes to short-term interest rates were on the horizon.

In the ongoing low-yield environment, income-seeking investors moved into equities, pushing major indices to record levels. However, as stock prices continued to rise, investors became wary of high valuations and began shedding the stocks that had experienced significant price appreciation in 2013, particularly growth and momentum names. The broad rotation into cheaper valuations resulted in the strongest performers of 2013 struggling most in 2014, and vice versa. Especially hard hit were U.S. small cap and European stocks, where earnings growth had not kept pace with market gains. In contrast, emerging markets benefited from the trend after having suffered heavy selling pressure in early 2014.

Volatility ticked up in the middle of the summer. Markets came under pressure in July as geopolitical turmoil intensified in Gaza, Iraq and Ukraine and financial troubles boiled over in Argentina and Portugal. Investors regained some confidence in August, allowing markets to rebound briefly amid renewed comfort that the Fed would continue to keep rates low and hopes that the European Central Bank would increase stimulus. However, markets swiftly reversed in September as improving U.S. economic indicators raised concerns that the Fed would increase short-term interest rates sooner than previously anticipated. Global credit markets tightened as the U.S. dollar strengthened, ultimately putting a strain on investor flows. High valuations combined with impending rate hikes stoked increasing volatility in financial markets. Escalating geopolitical risks further fueled the fire. The U.S. renewed its involvement in Iraq and the European Union imposed additional sanctions against Russia, while Scottish voters contemplated separating from the United Kingdom.

U.S. risk assets made a comeback in October while other developed markets continued their descent. This divergence in market performance moved in tandem with economic momentum and central bank policy. As the U.S. economy continued to strengthen, the need for monetary policy accommodation diminished. Meanwhile, economies in other parts of the developed world decelerated and central banks in Europe and Japan implemented aggressive measures to stimulate growth.

U.S. large cap stocks were the strongest performers for the six- and 12-month periods ended October 31, 2014. U.S. small caps experienced significantly higher volatility than large caps, but nonetheless generated positive returns. International developed market equities broadly declined while emerging markets posted modest gains. Most fixed income assets produced positive results as rates generally fell. Tax-exempt municipal bonds benefited from a favorable supply-and-demand environment. Short-term interest rates remained near zero, keeping yields on money market securities close to historic lows.

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

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

U.S. financial markets generally outperformed other parts of the world given stronger economic growth and corporate earnings, the continuation of low interest rates and the appeal of relative stability amid rising geopolitical uncertainty.

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of October 31, 2014
	6-month			12-month
U.S. large cap equities (S&P 500® Index)		8.22	%		17.27	%
U.S. small cap equities (Russell 2000® Index)		4.83			8.06
International equities (MSCI Europe, Australasia, Far East Index)		(4.83	)		(0.60	)
Emerging market equities (MSCI Emerging Markets Index)		3.74			0.64
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)		0.02			0.05
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index)		4.29			5.21
U.S. investment-grade bonds (Barclays U.S. Aggregate Bond Index)		2.35			4.14
Tax-exempt municipal bonds (S&P Municipal Bond Index)		3.54			7.94
U.S. high yield bonds (Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		1.05			5.82
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Money Market Overview

For the Twelve-Month Period Ended October 31, 2014

The Federal Open Market Committee (“FOMC”) continued to maintain the federal funds rate in the target range of 0.00% to 0.25% during the
12-month period ended October 31, 2014. U.S. economic performance had been mixed but generally trending upward. After contracting by 2.1% in the first quarter of 2014, U.S. gross domestic product grew at a seasonally adjusted rate of 4.6% in the second quarter as the factors that had detracted from U.S. growth proved to be temporary. The positive momentum continued in the third quarter and the unemployment rate fell to 5.8% in October, the lowest level since June of 2008. In the release accompanying its October meeting, the FOMC noted, “On balance, a range of labor market indicators suggests that underutilization of labor resources is gradually diminishing.” Against this backdrop, the FOMC continued the gradual reduction in its monthly asset purchases throughout the period. Having announced the conclusion of the purchase programs at its October meeting, the FOMC still expects that a low federal funds rate will be warranted for a considerable period of time given below-target inflation rates and inflation expectations remaining well-anchored and stable.

In the eurozone, economic growth continued to disappoint policymakers, while inflation measures slipped, prompting fears that the recent period of very low inflation could last longer than expected and threaten the currency bloc’s nascent growth. In an effort to spur growth and combat deflationary pressures, the European Central Bank (“ECB”) cut its key rates by 0.10% in July, including a bold move to a negative deposit rate. The central bank also enhanced lending programs designed to aid credit-starved individuals and small- to medium-sized companies. As the medium-term inflation outlook worsened in August, further signals of economic weakness prompted more action from policymakers. The ECB aggressively cut both its main refinancing rate and deposit rate by an additional 0.10%, to 0.05% and -0.20%, respectively. The central bank also announced an asset purchase program focused on asset-backed securities and covered bonds. After these moves, ECB President Mario Draghi stressed that the ECB has no plans to further lower interest rates.

London Interbank Offered Rates (“LIBOR”) remained virtually unchanged over the period amid highly accommodative monetary policy. The benchmark three-month LIBOR ended the period at 0.232%, not far above its historic low of 0.22% reached in early May. U.S. Treasury bill outstandings declined as the federal budget deficit improved and the Treasury Department cut the size of its weekly bill auctions to make room in its auction schedule to issue two-year floating rate notes (“FRNs”) – the first new structure issued in nearly 17 years. Treasury FRN issuance totaled $138 billion over the first ten months of 2014. After capping its fixed-rate reverse repurchase agreement program (RRP) at $300 billion in September, the Federal Reserve (the “Fed”) announced further testing of the facility in October, with the rate on the RRP varying between 3 and 10 basis points in the coming months. The Fed also announced that an additional $300 billion in collateral will become available to facility participants in December through term repo operations that will mature at the turn of the year. This announcement was well-received by money market participants as the term facility will provide a new source of eligible investments near year-end, which is typically a period of severe transitory declines of supply.

In the short-term tax-exempt market, conditions remained stable for yet another year. During the 12-month period, the benchmark Securities Industry and Financial Markets Association (“SIFMA”) Index, which represents the average rate on seven-day, high-quality, tax-exempt variable rate demand notes (“VRDNs”) (as calculated by Municipal Market Data) ranged between a high of 0.12% and an all-time low of 0.03%, averaging just 0.05% for the period. The sustained downward pressure on SIFMA Index levels is a reflection of the increasing prevalence of non-traditional buyers in the market and the continued demand by money market funds which saw a stabilization in assets in recent years.

Monetary policy has continued to be accommodative and rates on taxable overnight repos have remained low by historical measures. Given the low levels on taxable repos, tax-exempt VRDNs remain attractive as an alternative investment for taxable money funds. This cross over demand, coupled with the natural demand from tax-exempt money funds, has placed undue pressure on VRDN yields as evidenced by the prolonged low levels of the SIFMA Index.

April 15th ushered in tax season, during which tax-exempt money funds typically experience large outflows due to shareholders redeeming shares to pay their federal and state income tax bills. Tax season rolls into “note season” in June, when municipalities typically issue one-year tax and revenue anticipation notes. Given continued austerity measures at state and local municipalities, spending has been limited as well as the need for debt issuance. As such, supply of new-issue, one-year fixed-rate notes has diminished. Generally speaking, municipal money market funds seek to take advantage of note season to extend their weighted average maturity, pick up yield and diversify beyond bank exposure in the form of credit enhancement. This year, note season provided 16% less issuance than in 2013. This lower supply contributed to pressures on VRDN rates as investors looked there to reinvest their maturing 2013 notes. Given expectations that the end of the FOMC’s current monetary policy is on the horizon, issuers will need to offer greater yield premiums to entice buyers to extend out to the full year maturity, thereby steepening the yield curve.

Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

4 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Fund Information as of October 31, 2014

Federal Trust Fund

Federal Trust Fund’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.01	%
Dollar	0.01	%	0.01	%
Administration	0.01	%	0.01	%

Portfolio Composition Percent of
Net Assets

U.S. Government Sponsored Agency Obligations	70	%
U.S. Treasury Obligations	30
Total	100	%

FedFund

FedFund’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.01	%
Dollar	0.01	%	0.01	%
Cash Management	0.01	%	0.01	%
Cash Reserve	0.01	%	0.01	%
Administration	0.01	%	0.01	%
Select	0.01	%	0.01	%
Private Client	0.01	%	0.01	%
Premier	0.01	%	0.01	%

Portfolio Composition Percent of
Net Assets

U.S. Government Sponsored Agency Obligations	55	%
Repurchase Agreements	43
U.S. Treasury Obligations	2
Total	100	%

TempCash

TempCash’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.05	%	0.08	%
Dollar	0.01	%	0.04	%

Portfolio Composition Percent of
Net Assets

Certificates of Deposit	33	%
Commercial Paper	31
Repurchase Agreements	23
Time Deposits	6
Municipal Bonds	3
Corporate Notes	2
U.S. Treasury Obligations	1
Closed-End Investment Companies	1
Total	100	%

The 7-Day SEC Yields may differ from the 7-Day Yields shown above due to the fact that the 7-Day SEC Yields exclude distributed capital gains. Past performance is not indicative of future results.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 5

Fund Information (continued) as of October 31, 2014

TempFund

TempFund’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.02	%	0.04	%
Dollar	0.01	%	0.03	%
Cash Management	0.01	%	0.03	%
Cash Reserve	0.01	%	0.03	%
Administration	0.01	%	0.03	%
Select	0.00	%	0.02	%
Private Client	0.00	%	0.02	%
Premier	0.00	%	0.02	%

Portfolio Composition Percent of
Net Assets

Certificates of Deposit	35	%
Commercial Paper	29
Time Deposits	25
Repurchase Agreements	9
Corporate Notes	1
Other Assets Less Liabilities	1
Total	100	%

T-Fund

T-Fund’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.02	%
Dollar	0.01	%	0.02	%
Cash Management	0.01	%	0.02	%
Administration	0.01	%	0.02	%
Select	0.01	%	0.02	%
Premier	0.01	%	0.02	%

Portfolio Composition Percent of
Net Assets

U.S. Treasury Obligations	52	%
Repurchase Agreements	48
Total	100	%

Treasury Trust Fund

Treasury Trust Fund’s (the “Fund”) investment objective is to seek as high a level of current income as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.00	%	0.00	%
Dollar	0.00	%	0.00	%
Cash Management	0.00	%	0.00	%
Administration	0.00	%	0.00	%

Portfolio Composition Percent of
Net Assets

U.S. Treasury Obligations	100	%
Total	100	%

The 7-Day SEC Yields may differ from the 7-Day Yields shown above due to the fact that the 7-Day SEC Yields exclude distributed capital gains. Past performance is not indicative of future results.

6 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Fund Information (continued) as of October 31, 2014

MuniCash

MuniCash’s (the “Fund”) investment objective is to seek as high a level of current income exempt from federal income tax as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.01	%
Dollar	0.01	%	0.01	%

Portfolio Composition Percent of
Net Assets

Variable Rate Demand Notes	68	%
Municipal Bonds	19
Municipal Put Bonds	6
Commercial Paper	6
Other Assets less Liabilities	1
Total	100	%

MuniFund

MuniFund’s (the “Fund”) investment objective is to seek as high a level of current income exempt from federal income tax as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.02	%	0.02	%
Dollar	0.02	%	0.02	%
Cash Management	0.02	%	0.02	%
Administration	0.02	%	0.02	%
Select	0.02	%	0.02	%
Private Client	0.02	%	0.02	%
Premier	0.02	%	0.02	%

Portfolio Composition Percent of
Net Assets

Variable Rate Demand Notes	70	%
Municipal Bonds	18
Municipal Put Bonds	2
Commercial Paper	9
Other Assets less Liabilities	1
Total	100	%

California Money Fund

California Money Fund’s (the “Fund”) investment objective is to seek as high a level of current income that is exempt from federal income tax and, to the extent possible, from California State personal income tax, as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.01	%
Dollar	0.01	%	0.01	%
Administration	0.01	%	0.01	%
Select	0.01	%	0.01	%
Private Client	0.01	%	0.01	%
Premier	0.01	%	0.01	%

Portfolio Composition Percent of
Net Assets

Variable Rate Demand Notes	68	%
Municipal Bonds	22
Commercial Paper	10
Total	100	%

The 7-Day SEC Yields may differ from the 7-Day Yields shown above due to the fact that the 7-Day SEC Yields exclude distributed capital gains. Past performance is not indicative of future results.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 7

Fund Information (concluded) as of October 31, 2014

New York Money Fund

New York Money Fund’s (the “Fund”) investment objective is to seek as high a level of current income that is exempt from federal income tax and, to the extent possible, from New York State and New York City personal income taxes, as is consistent with liquidity and stability of principal.

Yields 7-Day SEC Yield 7-Day  Yield

Institutional	0.01	%	0.01	%
Cash Management	0.01	%	0.01	%
Administration	0.01	%	0.01	%
Select	0.01	%	0.01	%
Private Client	0.01	%	0.01	%
Premier	0.01	%	0.01	%

Portfolio Composition Percent of
Net Assets

Variable Rate Demand Notes	80	%
Municipal Bonds	20
Total	100	%

The 7-Day SEC Yields may differ from the 7-Day Yields shown above due to the fact that the 7-Day SEC Yields exclude distributed capital gains. Past performance is not indicative of future results.

8 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Disclosure of Expenses

Shareholders of the Funds may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including advisory fees, service and distribution fees, including 12b-1 fees, and other Fund expenses. The expense examples shown below (which are based on a hypothetical investment of $1,000 invested on May 1, 2014 and held through October 31, 2014) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

The expense examples also provide information about hypothetical account values and hypothetical expenses based on each 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 example 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 any transactional expenses, such as sales charges, if any. Therefore, the hypothetical example is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.

Expense Examples

	Actual			Hypothetical2
	Beginning Account Value May 1, 2014	Ending Account Value October 31, 2014	Expenses Paid During the Period1	Beginning Account Value May 1, 2014	Ending Account Value October 31, 2014	Expenses Paid During the Period1	Annualized Expense Ratio
Federal Trust Fund
Institutional	$1,000.00	$1,000.10	$0.30	$1,000.00	$1,024.90	$0.31	0.06%
Dollar	$1,000.00	$1,000.10	$0.35	$1,000.00	$1,024.85	$0.36	0.07%
Administration	$1,000.00	$1,000.10	$0.30	$1,000.00	$1,024.90	$0.31	0.06%
FedFund
Institutional	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Dollar	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Cash Management	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Cash Reserve	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Administration	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Select	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Private Client	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
Premier	$1,000.00	$1,000.10	$0.45	$1,000.00	$1,024.75	$0.46	0.09%
TempCash
Institutional	$1,000.00	$1,000.30	$0.91	$1,000.00	$1,024.30	$0.92	0.18%
Dollar	$1,000.00	$1,000.10	$1.16	$1,000.00	$1,024.05	$1.17	0.23%
TempFund
Institutional	$1,000.00	$1,000.20	$0.86	$1,000.00	$1,024.35	$0.87	0.17%
Dollar	$1,000.00	$1,000.10	$0.96	$1,000.00	$1,024.25	$0.97	0.19%
Cash Management	$1,000.00	$1,000.10	$0.96	$1,000.00	$1,024.25	$0.97	0.19%
Cash Reserve	$1,000.00	$1,000.10	$0.96	$1,000.00	$1,024.25	$0.97	0.19%
Administration	$1,000.00	$1,000.10	$0.96	$1,000.00	$1,024.25	$0.97	0.19%
Select	$1,000.00	$1,000.00	$1.01	$1,000.00	$1,024.20	$1.02	0.20%
Private Client	$1,000.00	$1,000.00	$1.01	$1,000.00	$1,024.20	$1.02	0.20%
Premier	$1,000.00	$1,000.00	$1.01	$1,000.00	$1,024.20	$1.02	0.20%

¹  For each class, 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).

²  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 9

Expense Examples (concluded)

	Actual						Hypothetical2
	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During the Period1		Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During the Period1		Annualized Expense Ratio
T-Fund
Institutional	$	1,000.00	$	1,000.10	$	0.25	$	1,000.00	$	1,024.95	$	0.26		0.05	%
Dollar	$	1,000.00	$	1,000.10	$	0.25	$	1,000.00	$	1,024.95	$	0.26		0.05	%
Cash Management	$	1,000.00	$	1,000.10	$	0.25	$	1,000.00	$	1,024.95	$	0.26		0.05	%
Administration	$	1,000.00	$	1,000.10	$	—	$	1,000.00	$	1,025.21	$	—		0.00	%
Select	$	1,000.00	$	1,000.10	$	0.25	$	1,000.00	$	1,024.95	$	0.26		0.05	%
Premier	$	1,000.00	$	1,000.10	$	0.71	$	1,000.00	$	1,024.50	$	0.71		0.14	%
Treasury Trust Fund
Institutional	$	1,000.00	$	1,000.00	$	0.20	$	1,000.00	$	1,025.00	$	0.20		0.04	%
Dollar	$	1,000.00	$	1,000.00	$	0.20	$	1,000.00	$	1,025.00	$	0.20		0.04	%
Cash Management	$	1,000.00	$	1,000.00	$	0.20	$	1,000.00	$	1,025.00	$	0.20		0.04	%
Administration	$	1,000.00	$	1,000.00	$	0.20	$	1,000.00	$	1,025.00	$	0.20		0.04	%
MuniCash
Institutional	$	1,000.00	$	1,000.10	$	0.86	$	1,000.00	$	1,024.35	$	0.87		0.17	%
Dollar	$	1,000.00	$	1,000.10	$	0.91	$	1,000.00	$	1,024.30	$	0.92		0.18	%
MuniFund
Institutional	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Dollar	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Cash Management	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Administration	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Select	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Private Client	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Premier	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
California Money Fund
Institutional	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Dollar	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Administration	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Select	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Private Client	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
Premier	$	1,000.00	$	1,000.10	$	0.35	$	1,000.00	$	1,024.85	$	0.36		0.07	%
New York Money Fund
Institutional	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Cash Management	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Administration	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Select	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Private Client	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%
Premier	$	1,000.00	$	1,000.10	$	0.40	$	1,000.00	$	1,024.80	$	0.41		0.08	%

¹  For each class, 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).

²  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

10 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	Federal Trust Fund
	(Percentages shown are based on Net Assets)

U.S. Government Sponsored Agency Obligations	Par   (000)		Value
Federal Farm Credit Bank Bonds:
1.63%, 11/19/14	$	400	$	400,262
0.25%, 11/28/14		2,000		2,000,201
0.28%, 12/11/14		3,282		3,282,538
Federal Farm Credit Bank Discount Notes: (a)
0.04%, 11/14/14		13,000		12,999,841
0.04%, 11/18/14		10,000		9,999,493
0.05%, 11/24/14		1,250		1,249,964
0.09%, 1/14/15		390		389,930
0.09%, 1/29/15		2,600		2,599,435
0.09%, 2/17/15		390		389,897
0.10%, 2/17/15		2,120		2,119,377
0.10%, 2/19/15		4,000		3,998,800
0.09%, 3/18/15		200		199,933
0.13%, 4/06/15		2,000		1,998,888
0.09%, 5/21/15		10,000		9,995,025
Federal Farm Credit Bank Variable Rate Notes: (b)
0.18%, 2/13/15		13,115		13,118,008
0.15%, 2/26/16		2,660		2,659,913
Federal Home Loan Bank Bonds:
0.08%, 1/02/15		1,010		1,009,955
0.11%, 1/07/15		760		760,011
0.09%, 1/14/15		3,430		3,429,884
0.25%, 1/16/15		3,935		3,936,129
0.09%, 1/20/15		6,960		6,959,769
0.09%, 2/27/15		905		905,060
0.13%, 4/02/15		985		984,829
0.21%, 8/28/15		1,965		1,964,920
0.19%, 9/01/15		2,200		2,199,669
Federal Home Loan Bank Discount Notes: (a)
0.05%, 11/14/14		2,035		2,034,969
0.05%, 11/19/14		7,000		6,999,844
0.07%, 11/28/14		5,000		4,999,767
0.05%, 1/09/15		4,242		4,241,605
0.07%, 1/23/15		8,000		7,998,830

U.S. Government Sponsored Agency Obligations	Par   (000)		Value
Federal Home Loan Bank Discount Notes: (a) (concluded)
0.13%, 3/25/15	$	1,500	$	1,499,231
0.07%, 4/17/15		870		869,927
0.08%, 4/17/15		1,200		1,199,546
Federal Home Loan Bank Variable Rate Notes: (b)
0.11%, 12/19/14		2,500		2,499,968
0.10%, 1/20/15		3,240		3,240,000
0.11%, 3/20/15		15,000		14,999,746
0.14%, 7/16/15		3,000		3,000,000
Tennessee Valley Authority Discount Notes, 0.05%, 11/06/14		25,000		24,999,896
Total U.S. Government Sponsored Agency Obligations — 69.5%				168,135,060
U.S. Treasury Obligations
U.S. Treasury Bills: (a)
0.01%, 11/06/14		16,284		16,283,986
0.00% - 0.15%, 11/13/14		41,079		41,078,854
0.05% - 0.25%, 11/20/14		7,389		7,388,916
0.06%, 11/28/14		6,000		5,999,771
0.02%, 1/29/15		2,000		1,999,903
Total U.S. Treasury Obligations — 30.0%				72,751,430
Total Investments (Cost — $240,886,490*) — 99.5%				240,886,490
Other Assets Less Liabilities — 0.5%				1,092,991
Net Assets — 100.0%			$	241,979,481

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Rates shown are discount rates or a range of discount rates at the time of purchase.

(b) Variable rate security. Rate shown is as of report date.

Portfolio Abbreviations

AGM	Assured Guaranty Municipal	HDA	Housing Development Authority	PCRB	Pollution Control Revenue	SPEARS	Short Puttable Exempt
	Corp.	HFA	Housing Finance Agency		Bonds		Adjustable Receipts
AMT	Alternative Minimum Tax	IDA	Industrial Development Authority	PUTTERS	Puttable Tax-Exempt Receipts	TAN	Tax Anticipation Notes
	(subject to)	IDRB	Industrial Development Revenue	RAN	Revenue Anticipation Notes	TECP	Tax-Exempt Commercial Paper
BAN	Bond Anticipation Notes		Bonds	RB	Revenue Bonds	TRAN	Tax Revenue Anticipation Notes
CalSTRS	California State Teachers’	ISD	Independent School District	RIB	Residual Interest Bond	VRDN	Variable Rate Demand Notes
	Retirement System	LOC	Letter of Credit	ROC	Reset Option Certificates	VRDP	Variable Rate Demand Preferred
COP	Certificates of Participation	MB	Municipal Bonds	SBPA	Stand-by Bond Purchase
GO	General Obligation Bonds				Agreement

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 11

Schedule of Investments (concluded) Federal Trust Fund

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities1		—	$	240,886,490		—	$	240,886,490

¹  See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $1,088,411 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

12 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	FedFund
	(Percentages shown are based on Net Assets)

U.S. Government Sponsored Agency Obligations	Par   (000)		Value
Fannie Mae Discount Notes: (a)
0.16%, 11/17/14	$	173,000	$	172,989,236
0.07%, 11/19/14		90,000		89,997,280
0.09%, 1/05/15		262,186		262,144,706
0.10%, 1/12/15		3,600		3,599,300
0.10%, 1/20/15		239,910		239,860,619
0.09%, 2/11/15		88,100		88,077,241
0.05%, 2/26/15		88,620		88,605,849
0.05%, 3/02/15		88,620		88,605,353
Fannie Mae Variable Rate Notes: (b)
0.12%, 2/27/15		97,500		97,492,208
0.12%, 8/05/15		89,000		88,986,371
Federal Farm Credit Bank Bonds:
0.25%, 1/30/15		7,500		7,502,615
0.16%, 2/05/15		44,000		43,999,735
Federal Farm Credit Bank Discount Notes: (a)
0.12%, 12/22/14		43,661		43,653,869
0.09%, 1/08/15		46,763		46,755,284
0.09%, 1/14/15		21,400		21,396,148
0.09%, 2/17/15		21,400		21,394,329
0.10%, 2/17/15		107,335		107,303,396
0.13%, 4/06/15		13,000		12,992,771
Federal Farm Credit Bank Variable Rate Notes: (b)
0.10%, 4/06/15		16,125		16,125,056
0.18%, 6/26/15		67,000		67,033,126
0.15%, 2/26/16		130,776		130,753,731
0.13%, 8/12/16		75,000		74,990,222
Federal Home Loan Bank Bonds:
0.08%, 1/02/15		55,920		55,917,508
0.11%, 1/07/15		43,010		43,010,601
0.09%, 1/14/15		190,225		190,218,552
0.09%, 1/20/15		120,610		120,606,880
0.13%, 1/23/15		14,845		14,843,783
0.13%, 2/03/15		29,335		29,332,246
0.17%, 2/12/15		55,000		55,001,171
0.09%, 2/27/15		48,820		48,823,237
0.13%, 4/02/15		142,000		141,976,326
0.11%, 4/09/15		92,810		92,801,220
0.07%, 4/17/15		43,415		43,411,379
0.20%, 8/18/15		48,635		48,639,875
0.20%, 8/24/15		43,300		43,304,428
0.20%, 8/25/15		137,000		137,014,095
0.21%, 8/28/15		108,195		108,190,581
0.19%, 9/01/15		133,375		133,354,930
0.21%, 10/09/15		41,910		41,899,109
Federal Home Loan Bank Discount Notes: (a)
0.08%, 11/14/14		22,035		22,034,461
0.09%, 1/07/15		40,800		40,793,370
0.05%, 1/09/15		217,790		217,769,733
0.09%, 1/23/15		17,256		17,252,506
0.09%, 1/26/15		66,954		66,939,940
0.11%, 2/06/15		50,000		49,986,146
0.10%, 2/11/15		39,000		38,989,167
0.11%, 2/13/15		2,425		2,424,244
0.11%, 2/18/15		1,500		1,499,510
0.11%, 2/23/15		8,550		8,547,207
0.13%, 3/25/15		86,300		86,255,747
0.08%, 4/17/15		59,900		59,877,350
0.14%, 9/21/15		100,000		99,874,778
Federal Home Loan Bank Variable Rate Notes: (b)
0.11%, 12/19/14		34,100		34,099,565
0.10%, 1/20/15		170,535		170,535,000
0.11%, 4/02/15		89,000		88,999,074
0.14%, 7/16/15		122,000		122,000,000
0.11%, 8/20/15		50,000		49,995,433
0.13%, 11/25/15		76,320		76,311,808
0.12%, 12/09/15		89,000		88,982,315

U.S. Government Sponsored Agency Obligations	Par   (000)		Value
Federal Home Loan Bank Variable Rate Notes: (b) (concluded)
0.14%, 12/11/15	$	91,000	$	90,989,757
0.13%, 5/20/16		125,000		124,970,405
0.14%, 5/27/16		89,300		89,278,807
Freddie Mac Discount Notes: (a)
0.15%, 11/04/14		44,045		44,044,816
0.08%, 11/14/14		23,455		23,454,462
0.13%, 11/17/14		10,000		9,999,494
0.09%, 1/14/15		172,410		172,378,966
0.09%, 1/16/15		262,676		262,627,405
0.12%, 1/16/15		130,822		130,789,728
0.09%, 1/26/15		30,335		30,328,630
0.14%, 1/26/15		50,000		49,983,667
0.09%, 1/27/15		87,760		87,741,351
0.10%, 1/28/15		2,300		2,299,451
0.04%, 1/29/15		346,130		346,096,541
0.10%, 2/10/15		10,000		9,997,181
0.10%, 2/11/15		11,810		11,806,883
0.09%, 2/17/15		88,222		88,198,102
0.11%, 2/24/15		7,250		7,247,611
0.10%, 3/05/15		10,000		9,996,781
0.10%, 3/06/15		10,000		9,996,754
Freddie Mac Variable Rate Notes: (b)
0.13%, 10/16/15		53,900		53,900,000
0.14%, 11/25/15		135,000		135,000,000
0.12%, 2/18/16		179,720		179,684,554
Total U.S. Government Sponsored Agency Obligations — 55.0%				6,476,583,066
U.S. Treasury Obligations
U.S. Treasury Bills, 0.13%, 4/02/15 (a)		75,000		74,959,375
U.S. Treasury Notes:
0.25%, 1/31/15		71,318		71,337,336
0.08%, 10/31/16 (b)		42,510		42,510,186
Total U.S. Treasury Obligations — 1.6%				188,806,897
Repurchase Agreements
Barclays Capital, Inc., 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $100,000,667, collateralized by U.S. Treasury obligation, 1.50% due at 10/31/19, original par and fair value of $102,416,100 and $102,000,086, respectively)		100,000		100,000,000
Barclays Capital, Inc., 0.19%, 12/10/14 (Purchased on 9/10/14 to be repurchased at $100,048,028, collateralized by various U.S. government sponsored agency obligations, 3.00% to 9.44% due from 4/20/41 to 8/15/44, aggregate original par and fair value of $723,876,677 and $107,000,001, respectively)		100,000		100,000,000
Total Value of Barclays Capital, Inc. (collateral value of $209,000,087)				200,000,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 13

Schedule of Investments (continued)	FedFund
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
BNP Paribas Securities Corp, 0.13%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $338,003,662, collateralized by various U.S. government sponsored agency obligations, 0.22% to 6.40% due from 7/15/19 to 8/25/44, aggregate original par and fair value of $2,390,905,585 and $354,577,505, respectively)	$	338,000	$	338,000,000
Total Value of BNP Paribas Securities Corp (collateral value of $354,577,505)				338,000,000
Citigroup Global Markets, Inc., 0.08%, 11/03/14 (c) (Purchased on 10/31/14 to be repurchased at $230,001,533, collateralized by various U.S. Treasury obligations, 0.00% to 8.50% due from 1/15/15 to 1/15/29, aggregate original par and fair value of $196,683,940 and $234,600,026, respectively)		230,000		230,000,000
Total Value of Citigroup Global Markets, Inc. (collateral value of $234,600,026)				230,000,000
Credit Suisse Securities (USA) LLC, 0.33%, 11/03/14 (Purchased on 8/04/14 to be repurchased at $63,052,553, collateralized by various U.S. government sponsored agency and U.S. Treasury obligations, 0.00% due from 2/15/15 to 5/15/40, aggregate original par and fair value of $122,926,978 and $64,261,701, respectively)		63,000		63,000,000
Credit Suisse Securities (USA) LLC, 0.33%, 12/02/14 (Purchased on 9/02/14 to be repurchased at $156,130,130, collateralized by various U.S. government sponsored agency obligations, 0.00% to 3.10% due from 5/15/15 to 5/04/37, aggregate original par and fair value of $161,691,000 and $159,120,626, respectively)		156,000		156,000,000
Credit Suisse Securities (USA) LLC, 0.33%, 12/09/14 (Purchased on 9/10/14 to be repurchased at $22,018,150, collateralized by U.S. Treasury obligation, 0.00% due at 2/15/40, original par and fair value of $48,705,000 and $22,441,316, respectively)		22,000		22,000,000
Total Value of Credit Suisse Securities (USA) LLC (collateral value of $245,823,643)				241,000,000
Deutsche Bank Securities, Inc., 0.15%, 11/03/14 (c) (Purchased on 10/31/14 to be repurchased at $225,002,813, collateralized by various U.S. Treasury obligations, 0.00% to 8.75% due from 11/13/14 to 8/15/44, aggregate original par and fair value of $220,986,641 and $229,500,011, respectively)		225,000		225,000,000
Total Value of Deutsche Bank Securities, Inc. (collateral value of $229,500,011)				225,000,000

Repurchase Agreements	Par   (000)		Value
Federal Reserve Bank of New York, 0.05%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $1,300,005,417, collateralized by U.S. Treasury obligation, 2.00% due at 11/15/21, original par and fair value of $1,288,972,100 and $1,300,005,421, respectively)	$	1,300,000	$	1,300,000,000
Total Value of Federal Reserve Bank of New York (collateral value of $1,300,005,421)				1,300,000,000
Goldman Sachs & Co., 0.09%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $12,000,090, collateralized by various U.S. government sponsored agency obligations, 3.00% to 4.00% due from 3/01/27 to 8/01/44, aggregate original par and fair value of $12,396,808 and $12,360,000, respectively)		12,000		12,000,000
Goldman Sachs & Co., 0.14%, 11/04/14 (Purchased on 10/28/14 to be repurchased at $83,002,259, collateralized by various U.S. government sponsored agency obligations, 2.88% to 32.16% due from 6/15/41 to 10/01/44, aggregate original par and fair value of $258,727,393 and $88,267,005, respectively)		83,000		83,000,000
Total Value of Goldman Sachs & Co. (collateral value of $100,627,005)				95,000,000
HSBC Securities (USA), Inc., 0.08%, 11/03/14 (d) (Purchased on 1/27/14 to be repurchased at $310,140,556, collateralized by various U.S. Treasury obligations, 2.88% to 4.25% due from 5/15/20 to 5/15/43, aggregate original par and fair value of $279,811,500 and $316,200,964, respectively)		310,000		310,000,000
HSBC Securities (USA), Inc., 0.10%, 11/03/14 (d) (Purchased on 3/31/14 to be repurchased at $45,046,369, collateralized by various U.S. government sponsored agency and U.S. Treasury obligations, 0.00% to 4.75% due from 8/15/15 to 8/15/44, aggregate original par and fair value of $52,751,725 and $45,900,434, respectively)		45,000		45,000,000
Total Value of HSBC Securities (USA), Inc. (collateral value of $362,101,398)				355,000,000
JPMorgan Securities LLC, 0.19%, 11/03/14 (d) (Purchased on 5/15/13 to be repurchased at $310,878,592, collateralized by various U.S. government sponsored agency obligations, 0.00% to 6.50% due from 6/25/24 to 3/15/44, aggregate original par and fair value of $5,353,343,306 and $319,300,640, respectively)		310,000		310,000,000
Total Value of JPMorgan Securities LLC (collateral value of $319,300,640)				310,000,000

See Notes to Financial Statements.

14 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	FedFund
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.12%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $28,816,288, collateralized by various U.S. government sponsored agency obligations, 3.50% due at 3/25/44, aggregate original par and fair value of $29,317,894 and $30,833,121, respectively)	$	28,816	$	28,816,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $500,004,167, collateralized by various U.S. Treasury obligations, 3.63% to 5.00% due from 5/15/37 to 2/15/44, aggregate original par and fair value of $400,576,600 and $510,000,074, respectively)		500,000		500,000,000
Total Value of Merrill Lynch, Pierce, Fenner & Smith, Inc. (collateral value of $540,833,195)				528,816,000
PNC Bank N.A., 0.13%, 11/03/14 (e) (Purchased on 10/31/14 to be repurchased at $15,200,165, collateralized by U.S. government sponsored agency obligation, 4.00% due at 9/01/25, original par and fair value of $197,290,000 and $48,434,695, respectively)		15,200		15,200,000
Total Value of PNC Bank N.A. (collateral value of $48,434,695)				15,200,000
RBC Capital Markets LLC, 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $123,001,025, collateralized by various U.S. government sponsored agency obligations, 2.50% to 11.59% due from 12/15/31 to 9/15/44, aggregate original par and fair value of $1,735,001,466 and $131,652,440, respectively)		123,000		123,000,000
RBC Capital Markets LLC, 0.18%, 11/06/14 (Purchased on 10/30/14 to be repurchased at $200,007,000, collateralized by various U.S. government sponsored agency obligations, 0.00% to 12.03% due from 4/01/27 to 1/25/49, aggregate original par and fair value of $1,783,834,333 and $214,061,969, respectively)		200,000		200,000,000
Total Value of RBC Capital Markets LLC (collateral value of $345,714,409)				323,000,000

Repurchase Agreements	Par   (000)		Value
SG Americas Securities LLC, 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $308,083,054, collateralized by various U.S. Treasury obligations, 0.00% to 1.50% due from 1/15/15 to 7/15/20, aggregate original par and fair value of $295,420,795 and $314,242,631, respectively)	$	308,081	$	308,081,000
Total Value of SG Americas Securities LLC (collateral value of $314,242,631)				308,081,000
Wells Fargo Securities LLC, 0.10%, 11/03/14 (d) (Purchased on 8/14/14 to be repurchased at $400,090,000, collateralized by various U.S. government sponsored agency obligations, 2.50% to 6.00% due from 12/01/23 to 10/20/44, aggregate original par and fair value of $540,726,436 and $410,909,095, respectively)		400,000		400,000,000
Wells Fargo Securities LLC, 0.09%, 11/07/14 (Purchased on 10/31/14 to be repurchased at $250,004,375, collateralized by various U.S. government sponsored agency obligations, 2.82% to 4.00% due from 7/01/28 to 11/01/44, aggregate original par and fair value of $260,612,684 and $257,091,271, respectively)		250,000		250,000,000
Total Value of Wells Fargo Securities LLC (collateral value of $668,000,366)				650,000,000
Total Repurchase Agreements — 43.4%				5,119,097,000
Total Investments (Cost — $11,784,486,963*) — 100.0%				11,784,486,963
Liabilities in Excess of Other Assets — (0.0)%				(3,563,778	)
Net Assets — 100.0%			$	11,780,923,185

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Rates shown are discount rates or a range of discount rates at the time of purchase.

(b) Variable rate security. Rate shown is as of report date.

(c) Traded in a joint account.

(d) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 15

Schedule of Investments (concluded) FedFund

(e) Investments in issuers considered to be an affiliate of the Fund during the year ended October 31, 2014, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Par held at October 31, 2013		Par Purchased		Par Sold		Par held at October 31, 2014		Income
PNC Bank N.A.	$	12,000,000	$	7,141,000,000	$	7,137,800,000	$	15,200,000	$	17,378

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1	Level 2		Level 3	Total
Assets:
Investments:
Short-Term Securities1	—	$	11,784,486,963	—	$	11,784,486,963

¹  See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, bank overdraft of $(3,186,006) is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

16 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	TempCash
	(Percentages shown are based on Net Assets)

Certificates of Deposit	Par   (000)		Value
Domestic — 2.1%
Wells Fargo Bank N.A.:
0.24%, 6/12/15 (a)	$	15,000	$	15,000,000
0.26%, 9/08/15 (a)		20,000		20,000,000
				35,000,000
Yankee (b) — 30.5%
Bank of Montreal, Chicago:
0.24%, 4/06/15		10,000		10,000,000
0.23%, 6/03/15 (a)		17,000		17,000,000
0.24%, 7/06/15 (a)		10,000		10,000,370
Bank of Nova Scotia, Houston:
0.26%, 11/07/14 (a)		25,000		25,000,000
0.24%, 6/29/15 (a)		25,000		25,000,000
Canadian Imperial Bank of Commerce, New York:
0.22%, 2/09/15		25,000		25,000,000
0.22%, 7/09/15 (a)		10,000		10,000,000
Credit Industriel et Commercial, New York:
0.30%, 1/08/15		10,000		10,000,000
0.32%, 1/14/15		16,000		16,006,045
KBC Bank N.V., New York:
0.12%, 11/05/14		40,000		40,000,000
0.12%, 11/06/14		20,000		20,000,000
Mizuho Bank Ltd., New York:
0.23%, 1/21/15		40,000		40,000,000
0.21%, 2/13/15		25,000		25,000,000
National Australia Bank Ltd., New York, 0.22%, 7/10/15 (a)		25,000		25,000,000
National Bank of Canada, New York, 0.27%, 7/24/15 (a)		20,000		20,000,000
Nordea Bank Finland PLC, New York, 0.24%, 2/17/15		15,000		15,000,000
Rabobank Nederland N.V., New York:
0.24%, 11/14/14 (a)		15,000		15,000,000
0.35%, 1/12/15		34,000		34,000,000
Skandinaviska Enskilda Banken AB, New York, 0.25%, 4/09/15		15,000		15,000,000
Societe Generale, New York, 0.25%, 2/02/15		20,000		20,000,000
Sumitomo Mitsui Banking Corp., New York, 0.20%, 1/29/15		10,000		10,000,000
Sumitomo Mitsui Trust Bank Ltd., New York:
0.25%, 1/15/15		20,000		20,000,000
0.20%, 1/28/15		20,000		20,000,000
Toronto Dominion Bank, New York, 0.35%, 9/10/15		7,500		7,500,000
UBS A.G., Stamford, 0.24%, 1/05/15 (c)		25,000		25,000,000
Westpac Banking Corp., New York, 0.24%, 10/28/15 (a)		20,000		20,000,000
				519,506,415
Total Certificates of Deposit — 32.6%				554,506,415

Commercial Paper	Par   (000)		Value
Antalis US Funding Corp., 0.23%, 11/07/14 (d)	$	9,000	$	8,995,666
Australia and New Zealand Banking Group Ltd., 0.23%, 6/02/15 (a)(e)		20,000		20,000,000
Bank of Nova Scotia, 0.25%, 2/10/15 (d)(e)		10,000		9,993,263
Barton Capital LLC, 0.20%, 1/09/15 (d)		10,000		9,996,278
BNP Paribas Finance, Inc., 0.27%, 12/18/14 (d)		10,000		9,996,625
Caisse Des Depots et Consignations, 0.22%, 2/13/15 (d)		20,000		19,987,533
Charta LLC, 0.25%, 2/13/15 (d)		40,000		39,971,667
CPPIB Capital, Inc., 0.30%, 2/09/15 (d)		15,000		14,987,750
CRC Funding LLC, 0.25%, 2/09/15 (d)		23,000		22,984,347
Credit Suisse, 0.30%, 11/25/14 (d)		20,000		19,996,394
Erste Abwicklungsanstalt, 0.20%, 4/20/15 (d)		25,000		24,976,667
HSBC Bank PLC, 0.23%, 7/08/15 (a)(e)		10,000		10,000,000
ING US Funding LLC, 0.24%, 1/16/15 (d)		25,000		24,987,667
Kells Funding LLC, 0.24%, 7/01/15 (a)(e)		35,000		35,000,000
Macquarie Bank Ltd.:
0.26%, 1/14/15 (d)		25,000		24,987,000
0.24%, 1/23/15 (d)		6,000		5,996,760
Matchpoint Master Trust:
0.27%, 12/17/14 (d)		15,000		14,995,050
0.29%, 12/30/14 (d)		25,000		24,988,521
Nederlandse Waterschapsbank N.V., 0.23%, 12/05/14 (a)(e)		25,000		25,000,032
Nieuw Amsterdam Receivables Corp., 0.23%, 1/21/15 (d)		20,000		19,989,906
Nordea Bank AB, 0.23%, 4/14/15 (d)		25,000		24,974,687
Skandinaviska Enskilda Banken AB, 0.25%, 4/09/15 (d)(e)		10,000		9,989,097
Sumitomo Mitsui Banking Corp.:
0.20%, 1/15/15 (d)(e)		20,000		19,991,889
0.25%, 4/09/15 (d)		20,000		19,978,194
Svenska Handelsbanken AB, 0.21%, 3/09/15 (d)(e)		20,000		19,985,300
Victory Receivables Corp.:
0.16%, 11/14/14 (d)		15,000		14,999,267
0.16%, 11/19/14 (d)		25,000		24,998,222
Westpac Banking Corp., 0.22%, 7/02/15 (a)(e)		10,000		9,999,662
Total Commercial Paper — 31.3%				532,747,444
Corporate Notes
MetLife Global Funding, Inc. I, 1.70%, 6/29/15 (e)		8,000		8,070,862
Wells Fargo Bank N.A., 0.51%, 7/20/15 (a)		9,150		9,165,993
Westpac Banking Corp., 1.23%, 3/19/15 (e)		15,000		15,058,088
Total Corporate Notes — 1.9%				32,294,943
Municipal Bonds
Jets Stadium Development LLC Series 2007A-4C VRDN, 0.10%, 11/07/14 (c)		25,300		25,300,000
University of California RB Series 2011Z-1 VRDN, 0.09%, 11/07/14 (c)		17,000		17,000,000
Total Municipal Bonds — 2.5%				42,300,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 17

Schedule of Investments (continued)	TempCash
	(Percentages shown are based on Net Assets)

Closed-End Investment Companies (c)(e)	Par   (000)		Value
California — 0.3%
Nuveen California Dividend Advantage Municipal Fund Series 2014-6 VRDP (Citibank N.A. Liquidity Facility), 0.11%, 11/07/14	$	5,000	$	5,000,000
Multi-State — 0.4%
Nuveen AMT-Free Municipal Income Fund Series 2013-2-1309 VRDP (Citibank N.A. Liquidity Facility), 0.12%, 11/07/14		6,900		6,900,000
New York — 0.5%
Nuveen New York AMT-Free Municipal Income Fund, Inc. Series 2013-1 VRDP (Citibank N.A. Liquidity Facility), 0.10%, 11/07/14		8,700		8,700,000
Total Closed-End Investment Companies — 1.2%				20,600,000
Time Deposits
The Bank of New York Mellon Corp., 0.04%, 11/03/14		30,000		30,000,000
Natixis, 0.05%, 11/03/14		23,000		23,000,000
Skandinaviska Enskilda Banken AB, 0.05%, 11/03/14		45,000		45,000,000
Total Time Deposits — 5.7%				98,000,000
U.S. Treasury Obligations — 1.5%
U.S. Treasury Bills, 0.11%, 9/17/15		25,000		24,976,150
Repurchase Agreements
Barclays Capital, Inc., 0.30%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $70,001,750, collateralized by various U.S. government sponsored agency obligations, 0.00% to 7.50% due from 3/01/17 to 4/01/57, aggregate original par and fair value of $63,402,771 and $74,900,000, respectively)		70,000		70,000,000
Total Value of Barclays Capital, Inc. (collateral value of $74,900,000)				70,000,000
Citigroup Global Markets, Inc., 0.08%, 11/03/14 (f) (Purchased on 10/31/14 to be repurchased at $25,000,167, collateralized by various U.S. Treasury obligations, 0.00% to 8.50% due from 1/15/15 to 1/15/29, aggregate original par and fair value of $21,378,690 and $25,500,006, respectively)		25,000		25,000,000
Citigroup Global Markets, Inc., 0.61%, 12/05/14 (c) (Purchased on 12/23/11 to be repurchased at $39,524,570, collateralized by various corporate/debt, U.S. government sponsored agency and U.S. Treasury obligations, 0.00% to 5.84% due from 11/15/15 to 10/15/57, aggregate original par and fair value of $181,293,347 and $43,360,558, respectively)		38,500		38,500,000
Total Value of Citigroup Global Markets, Inc. (collateral value of $68,860,564)				63,500,000

Repurchase Agreements	Par   (000)		Value
Credit Suisse Securities (USA) LLC, 0.40%, 11/03/14 (c) (Purchased on 10/01/14 to be repurchased at $16,610,909, collateralized by various corporate/debt obligations, 1.04% to 4.78% due from 9/27/36 to 9/26/37, aggregate original par and fair value of $54,676,000 and $19,920,582, respectively)	$	16,600	$	16,600,000
Credit Suisse Securities (USA) LLC, 0.50%, 12/05/14 (c) (Purchased on 10/11/13 to be repurchased at $10,203,333, collateralized by various corporate/debt and U.S. government sponsored agency obligations, 4.60% to 6.45% due from 10/15/39 to 7/15/42, aggregate original par and fair value of $214,805,000 and $11,100,256, respectively)		10,000		10,000,000
Total Value of Credit Suisse Securities (USA) LLC (collateral value of $31,020,838)				26,600,000
Deutsche Bank Securities, Inc., 0.15%, 11/03/14 (f) (Purchased on 10/31/14 to be repurchased at $25,000,313, collateralized by various U.S. Treasury obligations, 0.00% to 8.75% due from 11/13/14 to 8/15/44, aggregate original par and fair value of $24,554,073 and $25,500,005, respectively)		25,000		25,000,000
Deutsche Bank Securities, Inc., 0.38%, 11/07/14 (c) (Purchased on 6/27/14 to be repurchased at $23,032,289, collateralized by various corporate/debt obligations, 6.63% to 6.75% due from 6/01/19 to 5/15/22, aggregate original par and fair value of $28,218,215 and $27,600,001, respectively)		23,000		23,000,000
Total Value of Deutsche Bank Securities, Inc. (collateral value of $53,100,006)				48,000,000
JPMorgan Securities LLC, 0.13%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $45,000,488, collateralized by various corporate/debt and U.S. government sponsored agency obligations, 0.23% to 10.38% due from 3/15/17 to 2/12/51, aggregate original par and fair value of $66,698,459 and $52,074,918, respectively)		45,000		45,000,000
JPMorgan Securities LLC, 0.52%, 12/05/14 (c) (Purchased on 9/22/14 to be repurchased at $5,005,344, collateralized by various corporate/debt obligations, 0.27% to 7.62% due from 4/19/26 to 9/25/58, aggregate original par and fair value of $20,106,193 and $6,251,159, respectively)		5,000		5,000,000
JPMorgan Securities LLC, 0.48%, 1/30/15 (c) (Purchased on 5/23/14 to be repurchased at $10,033,600, collateralized by various corporate/debt obligations, 0.73% to 8.25% due from 1/12/15 to 2/01/41, aggregate original par and fair value of $9,535,727 and $10,503,049, respectively)		10,000		10,000,000

See Notes to Financial Statements.

18 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	TempCash
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
JPMorgan Securities LLC, 0.61%, 1/30/15 (c) (Purchased on 9/22/14 to be repurchased at $5,011,014, collateralized by various corporate/debt obligations, 0.27% to 7.62% due from 4/19/26 to 9/25/58, aggregate original par and fair value of $20,106,193 and $6,251,159, respectively)	$	5,000	$	5,000,000
Total Value of JPMorgan Securities LLC (collateral value of $75,080,285)				65,000,000
RBC Capital Markets LLC, 0.12%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $25,000,250, collateralized by various corporate/debt obligations, 0.00% to 6.75% due from 12/04/15 to 7/15/44, aggregate original par and fair value of $32,591,773 and $26,250,000, respectively)		25,000		25,000,000
RBC Capital Markets LLC, 0.13%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $40,000,433, collateralized by various corporate/debt obligations, 0.00% to 0.20% due from 11/06/14 to 7/17/15, aggregate original par and fair value of $42,028,148 and $42,000,001, respectively)		40,000		40,000,000
RBC Capital Markets LLC, 0.13%, 11/03/14 (c) (Purchased on 3/28/14 to be repurchased at $5,003,972, collateralized by various corporate/debt obligations, 0.00% due at 12/02/14, aggregate original par and fair value of $5,250,711 and $5,250,000, respectively)		5,000		5,000,000
Total Value of RBC Capital Markets LLC (collateral value of $73,500,001)				70,000,000

Repurchase Agreements	Par   (000)		Value
SG Americas Securities LLC, 0.29%, 11/03/14 (c) (Purchased on 12/17/13 to be repurchased at $3,719,593, collateralized by various corporate/debt obligations, 2.10% to 9.25% due from 4/14/15 to 12/31/49, aggregate original par and fair value of $3,724,260 and $4,249,057, respectively)	$	3,710	$	3,710,000
Total Value of SG Americas Securities LLC (collateral value of $4,249,057)				3,710,000
UBS Securities LLC, 0.23%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $45,000,863, collateralized by various corporate/debt obligations, 0.00% to 12.63% due from 7/15/16 to 1/01/28, aggregate original par and fair value of $58,335,348 and $53,017,298, respectively)		45,000		45,000,000
Total Value of UBS Securities LLC (collateral value of $53,017,298)				45,000,000
Wells Fargo Securities LLC, 0.25%, 11/03/14 (c) (Purchased on 8/05/14 to be repurchased at $5,003,125, collateralized by various corporate/debt obligations, 0.69% due at 12/25/34, aggregate original par and fair value of $215,177,116 and $5,350,000, respectively)		5,000		5,000,000
Total Value of Wells Fargo Securities LLC (collateral value of $5,350,000)				5,000,000
Total Repurchase Agreements — 23.3%				396,810,000
Total Investments (Cost — $1,702,234,952*) — 100.0%				1,702,234,952
Other Assets Less Liabilities — 0.0%				394,072
Net Assets — 100.0%			$	1,702,629,024

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Variable rate security. Rate shown is as of report date.

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

(c) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

(d) Rates shown are discount rates or a range of discount rates at the time of purchase.

(e) 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.

(f) Traded in a joint account.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 19

Schedule of Investments (concluded) TempCash

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1	Level 2		Level 3	Total
Assets:
Investments:
Short-Term Securities1	—	$	1,702,234,952	—	$	1,702,234,952

¹  See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $379,567 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

20 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	TempFund
	(Percentages shown are based on Net Assets)

Certificates of Deposit	Par   (000)		Value
Domestic — 1.8%
Wells Fargo Bank N.A.:
0.21%, 11/07/14	$	63,000	$	63,000,000
0.22%, 11/26/14 (a)		64,500		64,500,000
0.24%, 6/12/15 (a)		230,000		230,000,000
0.24%, 7/01/15 (a)		190,000		190,000,000
0.24%, 7/10/15 (a)		150,000		150,000,000
0.26%, 9/08/15 (a)		250,000		250,000,000
				947,500,000
Yankee (b) — 33.2%
Bank of Montreal, Chicago:
0.16%, 11/19/14		500,000		500,000,000
0.20%, 1/05/15		130,000		130,000,000
0.18%, 2/09/15		50,000		50,000,000
0.18%, 2/10/15		150,000		150,000,000
0.23%, 3/04/15		220,000		220,000,000
0.24%, 4/06/15		230,000		230,000,000
0.23%, 6/03/15 (a)		20,000		20,000,000
0.23%, 7/17/15 (a)		97,000		97,000,000
Bank of Nova Scotia, Houston:
0.26%, 11/06/14 (a)		231,000		231,000,000
0.26%, 11/07/14 (a)		201,000		201,000,000
0.23%, 5/08/15 (a)		330,000		330,000,000
0.24%, 6/29/15 (a)		250,000		250,000,000
Bank of Nova Scotia, Houston, 0.24%, 1/28/15		345,000		345,000,000
Bank of Tokyo-Mitsubishi UFJ Ltd., New York:
0.21%, 11/25/14 (a)		300,000		300,000,000
0.24%, 12/16/14		125,000		125,000,000
0.20%, 1/12/15		117,000		117,000,000
Canadian Imperial Bank of Commerce, New York, 0.22%, 7/09/15 (a)		400,000		400,000,000
Credit Agricole CIB, New York:
0.26%, 11/03/14		125,000		125,000,000
0.24%, 12/22/14		300,000		300,000,000
Credit Industriel et Commercial, New York:
0.32%, 11/03/14		112,000		112,000,000
0.32%, 11/17/14		70,000		70,000,000
0.30%, 1/08/15		189,000		189,000,000
0.51%, 1/14/15		72,000		72,028,643
0.30%, 1/15/15		62,000		62,000,000
0.30%, 4/08/15		270,000		270,000,000
DnB Bank ASA, New York:
0.09%, 11/03/14		273,000		273,000,000
0.09%, 11/04/14		700,000		700,000,000
KBC Bank N.V., New York:
0.12%, 11/05/14		447,000		447,000,000
0.12%, 11/06/14		460,000		460,000,000
Mitsubishi UFJ Trust and Banking Corp., New York, 0.26%, 2/05/15		350,000		350,000,000
Mizuho Bank Ltd., New York:
0.21%, 11/26/14		71,000		71,000,000
0.23%, 1/20/15		300,000		300,000,000
0.22%, 2/02/15		245,000		245,000,000
0.20%, 2/06/15		100,000		100,000,000

Certificates of Deposit	Par   (000)		Value
Yankee (b) (concluded)
National Australia Bank Ltd., New York, 0.22%, 7/10/15 (a)	$	435,000	$	435,000,000
National Bank of Canada, New York:
0.26%, 12/19/14		159,300		159,300,000
0.27%, 7/24/15 (a)		220,000		220,000,000
Natixis, New York, 0.25%, 2/03/15		300,000		300,000,000
Nordea Bank Finland PLC, New York, 0.24%, 2/17/15		291,250		291,249,951
Norinchukin Bank, New York:
0.13%, 11/06/14		150,000		150,000,000
0.19%, 1/08/15		375,000		375,000,000
0.20%, 1/21/15		500,000		500,000,000
0.20%, 1/23/15		400,000		400,000,000
Oversea-Chinese Banking Corp. Ltd., New York:
0.23%, 1/27/15		125,000		125,000,000
0.23%, 2/27/15		116,000		116,000,000
0.22%, 4/06/15		121,000		121,000,000
0.22%, 4/08/15		61,000		60,998,680
Rabobank Nederland N.V., New York:
0.24%, 11/14/14 (a)		65,000		65,000,000
0.35%, 1/12/15		199,000		199,000,000
0.20%, 3/18/15		184,000		184,000,000
0.25%, 7/17/15 (a)		139,000		139,000,000
0.28%, 9/16/15 (a)		199,000		199,000,000
Royal Bank of Canada, New York:
0.26%, 12/05/14 (a)		80,000		80,000,000
0.26%, 12/11/14 (a)		35,000		35,000,000
0.24%, 9/03/15 (a)		247,000		247,000,000
0.25%, 9/10/15 (a)		115,000		115,000,000
Skandinaviska Enskilda Banken, New York, 0.23%, 1/13/15		225,000		225,000,000
Societe Generale, New York, 0.25%, 2/02/15		292,500		292,500,000
State Street Bank & Trust Co.:
0.20%, 11/20/14		400,000		400,000,000
0.22%, 2/09/15		365,000		365,000,000
Sumitomo Mitsui Banking Corp., New York:
0.20%, 1/29/15		215,000		215,000,000
0.24%, 1/30/15		325,000		325,000,000
0.25%, 2/13/15		300,000		300,000,000
Sumitomo Mitsui Trust Bank Ltd., New York:
0.22%, 11/07/14		390,000		390,000,000
0.22%, 12/02/14		200,000		200,000,000
0.25%, 1/15/15		30,000		30,000,000
0.22%, 1/16/15		25,000		25,000,000
0.20%, 1/28/15		288,000		288,000,000
Toronto Dominion Bank, New York:
0.25%, 11/06/14		157,000		157,000,000
0.24%, 1/26/15		150,000		150,000,000
0.24%, 4/16/15		350,000		350,000,000
0.25%, 9/04/15 (a)		250,000		250,000,000
0.35%, 9/10/15		230,000		230,000,000
0.24%, 10/06/15 (a)		200,000		200,000,000
UBS A.G., Stamford, 0.24%, 1/15/15 (c)		350,000		350,000,000
Westpac Banking Corp., New York:
0.24%, 8/26/15 (a)		96,000		96,000,000
0.24%, 10/28/15 (a)		180,000		180,000,000
				17,377,077,274
Total Certificates of Deposit — 35.0%				18,324,577,274

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 21

Schedule of Investments (continued)	TempFund
	(Percentages shown are based on Net Assets)

Commercial Paper	Par   (000)		Value
Alpine Securitization Corp., 0.30%, 2/12/15 (a)	$	185,000	$	185,000,000
Antalis US Funding Corp., 0.23%, 11/07/14 (d)		206,500		206,365,468
ANZ New Zealand International Ltd.:
0.24%, 4/15/15 (a)		122,000		122,000,000
0.24%, 6/04/15 (a)		116,500		116,500,000
ASB Finance Ltd., London, 0.22%, 3/25/15 (a)(e)		100,000		99,998,024
Australia and New Zealand Banking Group Ltd.:
0.22%, 11/26/14 (a)		200,000		200,000,000
0.23%, 6/02/15 (a)(e)		105,000		105,000,000
Bank Nederlandse Gemeenten:
0.22%, 12/01/14 (d)		100,000		99,983,278
0.21%, 2/13/15 (d)(e)		175,765		175,660,420
Bank of Nova Scotia, 0.25%, 2/10/15 (d)(e)		242,500		242,336,616
Barclays Bank PLC, US Collateralized Commercial Paper Notes, Series 2011-1, 0.65%, 12/10/14 (a)(e)		410,000		410,000,000
Bedford Row Funding Corp.:
0.30%, 5/14/15 (d)		75,000		74,880,000
0.31%, 7/10/15 (d)(e)		57,000		56,877,783
0.35%, 8/07/15 (d)		120,000		119,676,833
BNP Paribas Finance, Inc., 0.27%, 12/18/14 (d)		250,000		249,915,625
Cafco LLC:
0.25%, 2/02/15 (d)		170,000		169,892,569
0.25%, 2/09/15 (d)		90,000		89,938,750
Caisse Des Depots et Consignations:
0.21%, 1/12/15 (d)		300,000		299,880,417
0.22%, 2/03/15 (d)		23,000		22,987,069
Charta LLC:
0.25%, 2/02/15 (d)		58,000		57,963,347
0.25%, 2/09/15 (d)		50,000		49,965,972
0.25%, 2/13/15 (d)		60,000		59,957,500
Ciesco LLC:
0.24%, 12/22/14 (d)		27,948		27,938,870
0.25%, 2/09/15 (d)		75,000		74,948,958
Collateralized Commercial Paper Co. LLC, 0.20%, 2/02/15 (d)		150,000		149,924,167
Commonwealth Bank of Australia:
0.22%, 11/17/14 (a)		55,000		55,000,000
0.24%, 11/20/14 (a)		108,000		108,000,000
0.23%, 4/23/15 (a)		50,000		50,000,155
0.23%, 5/11/15 (a)(e)		125,000		125,000,000
0.24%, 5/15/15 (a)		180,000		180,000,000
0.24%, 6/01/15 (a)(d)		200,000		200,000,000
0.24%, 6/09/15 (a)(e)		90,000		90,000,000
0.24%, 8/14/15 (a)(e)		130,000		130,000,000
0.24%, 10/21/15 (a)(e)		158,500		158,500,000
CPPIB Capital, Inc.:
0.30%, 2/09/15 (d)		18,700		18,684,728
0.30%, 2/10/15 (d)		250,000		249,793,750
CRC Funding LLC, 0.25%, 2/09/15 (d)		105,000		104,928,542
DBS Bank Ltd.:
0.23%, 1/13/15 (d)(e)		62,000		61,971,876
0.23%, 1/28/15 (d)		85,000		84,953,297
0.23%, 2/27/15 (d)(e)		35,000		34,974,061
0.23%, 3/02/15 (d)		62,000		61,952,863
0.23%, 3/03/15 (d)		149,000		148,885,767
0.23%, 3/04/15 (d)		62,000		61,952,071
0.23%, 3/16/15 (d)		62,000		61,947,317
0.23%, 3/20/15 (d)		61,000		60,946,608
0.23%, 3/23/15 (d)		62,000		61,944,544
0.23%, 3/24/15 (d)		185,000		184,833,346
0.23%, 3/26/15 (d)		66,000		65,939,702

Commercial Paper	Par   (000)		Value
Erste Abwicklungsanstalt:
0.18%, 11/24/14 (d)	$	250,000	$	249,973,750
0.18%, 11/25/14 (d)		100,000		99,989,000
0.20%, 4/20/15 (d)		175,000		174,836,667
General Electric Capital Corp., 0.21%, 2/10/15 (d)		40,000		39,976,900
HSBC Bank PLC:
0.23%, 7/08/15 (a)(e)		140,000		140,000,000
0.23%, 8/06/15 (a)		50,000		50,000,000
ING US Funding LLC:
0.23%, 11/03/14 (d)		26,190		26,190,000
0.20%, 11/19/14 (d)		395,000		394,964,889
JPMorgan Securities LLC:
0.20%, 2/02/15 (d)		106,000		105,946,411
0.25%, 2/18/15 (d)		160,000		159,881,111
Kells Funding LLC:
0.27%, 11/03/14 (d)		120,000		120,000,000
0.23%, 11/21/14 (a)(e)		150,000		150,000,000
0.24%, 1/07/15 (a)(e)		66,000		66,000,000
0.24%, 7/01/15 (a)(e)		15,000		15,000,000
0.23%, 8/25/15 (a)(e)		50,000		49,995,710
0.23%, 9/23/15 (a)(e)		60,000		59,995,665
0.23%, 9/24/15 (a)(e)		61,000		60,958,650
0.23%, 9/25/15 (a)(e)		111,000		110,989,991
0.25%, 10/09/15 (a)(e)		90,000		89,990,511
Lloyds Bank PLC, 0.10%, 11/05/14 (d)		1,200,000		1,199,993,333
Macquarie Bank Ltd., 0.24%, 1/23/15 (d)		64,000		63,965,440
Matchpoint Master Trust, 0.27%, 12/17/14 (d)		35,000		34,988,450
Mizuho Funding LLC:
0.19%, 1/06/15 (d)(e)		200,000		199,932,444
0.22%, 1/06/15 (d)(e)		33,000		32,987,093
0.20%, 2/03/15 (d)(e)		245,000		244,874,778
National Australia Bank Ltd., 0.25%, 8/27/15 (a)		154,000		154,000,000
Nederlandse Waterschapsbank N.V.:
0.23%, 12/05/14 (a)		73,000		73,000,000
0.24%, 12/23/14 (a)		21,000		21,000,316
0.24%, 10/01/15 (a)		138,000		138,000,000
Nieuw Amsterdam Receivables Corp.:
0.20%, 11/24/14 (d)		140,322		140,305,629
0.23%, 1/22/15 (d)		85,000		84,956,556
0.24%, 1/23/15 (d)		102,000		101,944,920
Nordea Bank AB:
0.22%, 3/13/15 (d)(e)		211,500		211,331,975
0.23%, 3/25/15 (d)		300,000		299,733,750
0.23%, 4/01/15 (d)		100,000		99,906,875
0.23%, 4/14/15 (d)		250,300		250,046,571
Old Line Funding LLC:
0.22%, 1/16/15 (d)		75,000		74,966,083
0.22%, 4/20/15 (d)		70,000		69,928,133
0.22%, 4/27/15 (d)		50,000		49,946,528
0.22%, 4/29/15 (d)(e)		94,000		93,898,323
Oversea-Chinese Banking Corp. Ltd., 0.24%, 2/17/15 (d)		128,000		127,909,547
Skandinaviska Enskilda Banken AB, 0.25%, 4/09/15 (d)(e)		60,000		59,934,583
Sumitomo Mitsui Banking Corp.:
0.20%, 1/14/15 (d)		188,000		187,924,800
0.20%, 1/15/15 (d)(e)		140,000		139,943,222
0.25%, 4/08/15 (d)		150,000		149,837,500
Sumitomo Trust & Banking Co. Ltd., 0.21%, 12/09/14 (d)		124,000		123,973,960

See Notes to Financial Statements.

22 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	TempFund
	(Percentages shown are based on Net Assets)

Commercial Paper	Par   (000)		Value
Svenska Handelsbanken AB:
0.21%, 1/16/15 (d)(e)	$	300,000	$	299,870,500
0.21%, 2/23/15 (d)(e)		200,000		199,872,444
0.21%, 3/09/15 (d)(e)		180,000		179,867,700
0.23%, 3/23/15 (d)		300,000		299,737,500
Thunder Bay Funding LLC, 0.22%, 1/16/15 (d)		46,157		46,136,127
United Overseas Bank Ltd.:
0.23%, 1/02/15 (d)(e)		60,000		59,977,500
0.23%, 1/06/15 (d)		125,000		124,950,000
0.23%, 1/20/15 (d)(e)		60,000		59,970,100
0.23%, 2/02/15 (d)		198,900		198,784,362
0.23%, 2/05/15 (d)(e)		120,000		119,927,933
0.23%, 2/06/15 (d)(e)		60,000		59,963,583
0.23%, 2/10/15 (d)		125,000		124,920,938
0.25%, 3/17/15 (d)		40,000		39,963,522
Victory Receivables Corp., 0.18%, 1/21/15 (d)		140,000		139,944,700
Westpac Banking Corp.:
0.30%, 1/02/15 (d)		378,000		377,811,000
0.22%, 7/02/15 (a)(e)		350,000		349,988,186
0.24%, 9/17/15 (a)(e)		250,000		249,988,958
Total Commercial Paper — 29.4%				15,353,395,410
Corporate Notes
Svenska Handelsbanken AB, 0.28%, 4/15/15 (a)(e)		362,100		362,100,000
Westpac Banking Corp., 1.23%, 3/19/15 (e)		160,000		160,619,606
Total Corporate Notes — 1.0%				522,719,606
Municipal Bonds
Harris County Health Facilities Development Corp. RB (Texas Children’s Hospital Project) Series 1999B-1 VRDN (JPMorgan Chase Bank N.A. SBPA), 0.05%, 11/07/14 (c)		39,280		39,280,000
Illinois GO Series 2003B-1 VRDN (JPMorgan Chase Bank N.A. LOC), 0.05%, 11/07/14 (c)		48,000		48,000,000
Illinois GO Series 2003B-4 VRDN (State Street Bank & Trust Co. LOC), 0.04%, 11/07/14 (c)		17,000		17,000,000
Illinois GO Series 2003B-6 VRDN (Northern Trust LOC), 0.05%, 11/07/14 (c)		18,000		18,000,000
Jacksonville RB Series 2008A VRDN (JPMorgan Chase Bank N.A. SBPA), 0.05%, 11/07/14 (c)		78,100		78,100,000
JEA Water & Sewer System RB Series 2008A-2 VRDN (JPMorgan Chase Bank N.A. SBPA), 0.06%, 11/07/14 (c)		12,900		12,900,000
Total Municipal Bonds — 0.4%				213,280,000
Time Deposits
Bank of Montreal, 0.07%, 11/03/14		275,000		275,000,000
The Bank of New York Mellon Corp., 0.04%, 11/03/14		300,000		300,000,000
Bank of Tokyo-Mitsubishi UFJ Ltd., 0.05%, 11/03/14		800,000		800,000,000
Barclays Bank PLC, 0.09%, 11/03/14		500,000		500,000,000
Credit Agricole Corporate & Invest, 0.09%, 11/03/14		1,500,000		1,500,000,000
DnB Bank ASA, 0.05%, 11/03/14		1,000,000		1,000,000,000

Time Deposits	Par   (000)		Value
ING Bank N.V., 0.10%, 11/05/14	$	845,000	$	845,000,000
KBC Bank N.V., 0.06%, 11/03/14		550,000		550,000,000
Lloyds Bank PLC, 0.05%, 11/03/14		900,000		900,000,000
Natixis, 0.05%, 11/03/14		1,664,000		1,664,000,000
Nordea Bank AB, 0.05%, 11/03/14		1,000,000		1,000,000,000
Skandinaviska Enskilda Banken AB, 0.05%, 11/03/14		1,580,000		1,580,000,000
Swedbank AB, 0.05%, 11/03/14		2,000,000		2,000,000,000
Total Time Deposits — 24.7%				12,914,000,000
U.S. Government Sponsored Agency Obligations — 0.0%
Fannie Mae Variable Rate Notes, 0.12%, 2/27/15 (a)		500		499,960
Repurchase Agreements
Barclays Capital, Inc., 0.30%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $30,000,750, collateralized by various Municipal Government obligations, 0.00% to 7.63% due from 8/01/18 to 10/01/51, aggregate original par and fair value of $29,057,401 and $32,100,000, respectively)		30,000		30,000,000
Total Value of Barclays Capital, Inc. (collateral value of $32,100,000)				30,000,000
Citigroup Global Markets, Inc., 0.08%, 11/03/14 (f) (Purchased on 10/31/14 to be repurchased at $94,000,627, collateralized by various U.S. Treasury obligations, 0.00% to 8.50% due from 1/15/15 to 1/15/29, aggregate original par and fair value of $80,383,871 and $95,880,007, respectively)		94,000		94,000,000
Citigroup Global Markets, Inc., 0.61%, 12/05/14 (c) (Purchased on 9/04/14 to be repurchased at $169,775,080, collateralized by various corporate/debt and U.S. Treasury obligations, 0.00% to 7.30% due from 12/25/18 to 6/12/50, aggregate original par and fair value of $994,731,882 and $183,435,566, respectively)		169,500		169,500,000
Total Value of Citigroup Global Markets, Inc. (collateral value of $279,315,573)				263,500,000
Credit Suisse Securities (USA) LLC, 0.40%, 11/03/14 (c) (Purchased on 10/06/14 to be repurchased at $734,796,913, collateralized by various corporate/debt obligations, 0.00% to 8.21% due from 6/25/18 to 12/25/59, aggregate original par and fair value of $1,379,430,371 and $881,282,510, respectively)		734,400		734,400,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 23

Schedule of Investments (continued)	TempFund
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
Credit Suisse Securities (USA) LLC, 0.50%, 12/05/14 (c) (Purchased on 10/11/13 to be repurchased at $353,083,056, collateralized by various corporate/debt and U.S. government sponsored agency obligations, 0.00% to 1009.00% due from 5/25/17 to 10/25/44, aggregate original par and fair value of $838,224,965 and $374,501,286, respectively)	$	350,000	$	350,000,000
Total Value of Credit Suisse Securities (USA) LLC (collateral value of $1,255,783,796)				1,084,400,000
Deutsche Bank Securities, Inc., 0.15%, 11/03/14 (f) (Purchased on 10/31/14 to be repurchased at $120,001,500, collateralized by various U.S. Treasury obligations, 0.00% to 8.75% due from 11/13/14 to 8/15/44, aggregate original par and fair value of $117,859,541 and $122,400,006, respectively)		120,000		120,000,000
Deutsche Bank Securities, Inc., 0.38%, 11/07/14 (c) (Purchased on 6/27/14 to be repurchased at $576,808,640, collateralized by various corporate/debt obligations, 0.00% to 14.00% due from 11/21/14 to 1/15/87, aggregate original par and fair value of $825,742,123 and $687,366,278, respectively)		576,000		576,000,000
Total Value of Deutsche Bank Securities, Inc. (collateral value of $809,766,284)				696,000,000
JPMorgan Securities LLC, 0.13%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $210,002,275, collateralized by various corporate/debt and U.S. government sponsored agency obligations, 0.00% to 14.01% due from 11/17/14 to 2/12/51, aggregate original par and fair value of $1,050,565,786 and $257,980,686, respectively)		210,000		210,000,000
JPMorgan Securities LLC, 0.34%, 11/03/14 (Purchased on 8/05/14 to be repurchased at $200,170,000, collateralized by various corporate/debt obligations, 0.49% to 8.00% due from 11/05/14 to 6/15/67, aggregate original par and fair value of $201,823,698 and $210,000,007, respectively)		200,000		200,000,000
JPMorgan Securities LLC, 0.52%, 12/05/14 (c) (Purchased on 9/22/14 to be repurchased at $50,053,444, collateralized by various corporate/debt obligations, 0.22% to 7.62% due from 3/14/22 to 9/25/58, aggregate original par and fair value of $192,182,764 and $62,500,620, respectively)		50,000		50,000,000
JPMorgan Securities LLC, 0.54%, 1/06/15 (Purchased on 9/22/14 to be repurchased at $100,159,000, collateralized by various corporate/debt obligations, 0.00% to 7.38% due from 5/26/15 to 9/25/58, aggregate original par and fair value of $322,353,596 and $125,000,571, respectively)		100,000		100,000,000

Repurchase Agreements	Par   (000)		Value
JPMorgan Securities LLC, 0.48%, 1/30/15 (c) (Purchased on 5/23/14 to be repurchased at $210,705,600, collateralized by various corporate/debt obligations, 0.00% to 10.50% due from 12/15/14 to 3/15/72, aggregate original par and fair value of $218,703,809 and $220,878,658, respectively)	$	210,000	$	210,000,000
JPMorgan Securities LLC, 0.48%, 1/30/15 (c) (Purchased on 7/15/14 to be repurchased at $223,591,693, collateralized by various corporate/debt obligations, 0.39% to 8.70% due from 1/09/15 to 12/10/49, aggregate original par and fair value of $270,308,596 and $235,757,369, respectively)		223,000		223,000,000
JPMorgan Securities LLC, 0.61%, 1/30/15 (c) (Purchased on 9/22/14 to be repurchased at $50,110,139, collateralized by various corporate/debt obligations, 0.22% to 9.19% due from 7/02/20 to 9/25/58, aggregate original par and fair value of $416,819,073 and $62,503,224, respectively)		50,000		50,000,000
Total Value of JPMorgan Securities LLC (collateral value of $1,174,621,135)				1,043,000,000
PNC Bank N.A., 0.13%, 11/03/14 (g) (Purchased on 10/31/14 to be repurchased at $44,500,482, collateralized by Fannie Mae Bond, 2.00% due at 5/01/28, original par and fair value of $78,420,000 and $67,859,773, respectively)		44,500		44,500,000
Total Value of PNC Bank N.A. (collateral value of $67,859,773)				44,500,000
RBC Capital Markets LLC, 0.13%, 11/03/14 (c) (Purchased on 10/31/14 to be repurchased at $10,000,108, collateralized by various U.S. government sponsored agency obligations, 0.38% to 2.81% due from 12/29/14 to 11/15/27, aggregate original par and fair value of $10,220,615 and $10,202,779, respectively)		10,000		10,000,000
RBC Capital Markets LLC, 0.12%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $200,002,000, collateralized by various corporate/debt obligations, 0.00% to 10.00% due from 2/27/15 to 9/30/44, aggregate original par and fair value of $200,548,120 and $210,000,001, respectively)		200,000		200,000,000
RBC Capital Markets LLC, 0.13%, 11/03/14 (c) (Purchased on 3/28/14 to be repurchased at $80,063,556, collateralized by various U.S. government sponsored agency obligations, 0.00% to 5.38% due from 11/25/14 to 4/18/33, aggregate original par and fair value of $80,956,138 and $81,600,913, respectively)		80,000		80,000,000

See Notes to Financial Statements.

24 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	TempFund
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
RBC Capital Markets LLC, 0.13%, 11/03/14 (c) (Purchased on 7/31/14 to be repurchased at $75,035,461, collateralized by various corporate/debt obligations, 0.00% to 10.20% due from 9/15/15 to 12/31/49, aggregate original par and fair value of $73,151,092 and $78,750,000, respectively)	$	75,000	$	75,000,000
Total Value of RBC Capital Markets LLC (collateral value of $380,553,693)				365,000,000
SG Americas Securities LLC, 0.29%, 11/03/14 (c) (Purchased on 1/10/14 to be repurchased at $60,896,974, collateralized by various corporate/debt obligations, 0.62% to 9.80% due from 12/15/14 to 12/31/49, aggregate original par and fair value of $57,257,453 and $64,719,537, respectively)		60,740		60,740,000
SG Americas Securities LLC, 0.31%, 11/03/14 (c) (Purchased on 2/07/14 to be repurchased at $136,315,029, collateralized by various corporate/debt obligations, 0.62% to 12.00% due from 1/15/15 to 3/30/67, aggregate original par and fair value of $146,217,369 and $156,416,651, respectively)		136,000		136,000,000
Total Value of SG Americas Securities LLC (collateral value of $221,136,188)				196,740,000
UBS Securities LLC, 0.23%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $255,004,888, collateralized by various corporate/debt obligations, 0.00% to 12.63% due from 5/15/15 to 8/01/39, aggregate original par and fair value of $337,239,187 and $298,868,589, respectively)		255,000		255,000,000
Total Value of UBS Securities LLC (collateral value of $298,868,589)				255,000,000

Repurchase Agreements	Par   (000)		Value
Wells Fargo Securities LLC, 0.25%, 11/03/14 (c) (Purchased on 10/29/14 to be repurchased at $150,093,160, collateralized by various corporate/debt obligations, 0.15% to 5.30% due from 3/25/16 to 4/25/44, aggregate original par and fair value of $239,885,202 and $160,500,000, respectively)	$	150,000	$	150,000,000
Wells Fargo Securities LLC, 0.40%, 11/05/14 (Purchased on 8/07/14 to be repurchased at $140,140,000, collateralized by various corporate/debt obligations, 0.01% to 10.75% due from 11/03/14 to 10/01/96, aggregate original par and fair value of $134,658,795 and $147,000,000, respectively)		140,000		140,000,000
Wells Fargo Securities LLC, 0.48%, 12/15/14 (Purchased on 10/07/14 to be repurchased at $100,119,440, collateralized by various corporate/debt obligations, 2.00% to 10.00% due from 11/03/14 to 9/01/66, aggregate original par and fair value of $109,233,822 and $114,840,001, respectively)		100,000		100,000,000
Wells Fargo Securities LLC, 0.46%, 1/15/15 (Purchased on 10/15/14 to be repurchased at $120,421,396, collateralized by various corporate/debt obligations, 0.75% to 10.50% due from 12/15/14 to 1/15/87, aggregate original par and fair value of $118,705,263 and $126,294,001, respectively)		120,280		120,280,000
Total Value of Wells Fargo Securities LLC (collateral value of $548,634,002)				510,280,000
Total Repurchase Agreements — 8.6%				4,488,420,000
Total Investments (Cost — $51,816,892,250*) — 99.1%				51,816,892,250
Other Assets Less Liabilities — 0.9%				475,412,951
Net Assets — 100.0%			$	52,292,305,201

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Variable rate security. Rate shown is as of report date.

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

(c) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

(d) Rates shown are discount rates or a range of discount rates at the time of purchase.

(e) 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.

(f) Traded in a joint account.

(g) Investments in issuers considered to be an affiliate of the Fund during the year ended October 31, 2014, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Par held at October 31, 2013	Par Purchased		Par Sold		Par held at October 31, 2014		Income
PNC Bank N.A.	—	$	31,037,300,000	$	30,992,800,000	$	44,500,000	$	64,945

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 25

Schedule of Investments (concluded) TempFund

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1	Level 2		Level 3	Total
Assets:
Investments:
Short-Term Securities1	—	$	51,816,892,250	—	$	51,816,892,250

¹  See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $434,563 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

26 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	T-Fund
	(Percentages shown are based on Net Assets)

U.S. Treasury Obligations	Par   (000)		Value
U.S. Treasury Bills: (a)
0.01%, 11/13/14	$	99,500	$	99,496,269
0.02%, 11/28/14		22		22,000
0.02% - 0.06%, 1/02/15		425,000		424,963,753
0.06%, 1/08/15		250,000		249,971,354
0.06%, 1/15/15		349,450		349,407,484
0.06%, 1/22/15		794,495		794,392,340
0.05% - 0.06%, 2/05/15		657,720		657,624,376
0.05%, 2/12/15		150,500		150,478,888
0.06%, 2/19/15		300,000		299,950,500
0.05%, 2/26/15		200,000		199,969,653
0.05%, 3/05/15		189,500		189,467,890
0.05%, 3/12/15		359,000		359,042,343
0.05%, 3/19/15		300,000		299,946,065
0.04%, 3/26/15		44,750		44,742,712
0.04% - 0.13%, 4/02/15		531,793		531,661,801
0.04% - 0.05%, 4/09/15		355,250		355,182,708
0.04% - 0.05%, 4/16/15		745,000		744,860,271
0.05%, 4/23/15		196,500		196,453,331
0.06%, 4/30/15		100,000		99,972,806
0.09%, 10/15/15		50,000		49,957,711
U.S. Treasury Notes:
0.38%, 11/15/14		556,479		556,531,406
0.25% - 2.12%, 11/30/14		277,095		277,476,398
0.25%, 12/15/14		127,000		127,030,501
0.25%, 1/15/15		314,360		314,429,808
0.25% - 2.25%, 1/31/15		643,767		645,640,858
0.25%, 2/15/15		427,000		427,251,470
0.25%, 2/28/15		447,000		447,294,827
0.38%, 3/15/15		125,000		125,147,346
0.25% - 2.50%, 3/31/15		123,515		124,526,692
0.25%, 7/15/15		50,000		50,030,629
1.75%, 7/31/15		177,604		179,791,983
0.07%, 1/31/16 (b)		175,950		175,896,811
0.09%, 4/30/16 (b)		312,236		312,236,458
0.09%, 7/31/16 (b)		486,293		486,510,607
0.08%, 10/31/16 (b)		192,323		192,327,102
Total U.S. Treasury Obligations — 52.5%				10,539,687,151
Repurchase Agreements
Barclays Capital, Inc., 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $44,500,297, collateralized by various U.S. Treasury obligations, 0.00% due from 11/15/17 to 8/15/44, aggregate original par and fair value of $75,330,681 and $45,390,000, respectively)		44,500		44,500,000
Barclays Capital, Inc., 0.05%, 11/05/14 (Purchased on 10/29/14 to be repurchased at $500,004,861, collateralized by various U.S. Treasury obligations, 0.00% to 3.75% due from 11/15/17 to 11/15/43, aggregate original par and fair value of $569,536,082 and $510,000,093, respectively)		500,000		500,000,000
Total Value of Barclays Capital, Inc. (collateral value of $555,390,093)				544,500,000

Repurchase Agreements	Par   (000)		Value
BNP Paribas Securities Corp, 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $800,005,333, collateralized by various U.S. Treasury obligations, 0.38% to 2.13% due from 10/31/16 to 8/31/20, aggregate original par and fair value of $810,520,000 and $816,000,086, respectively)	$	800,000	$	800,000,000
BNP Paribas Securities Corp, 0.07%, 11/07/14 (Purchased on 10/31/14 to be repurchased at $1,111,015,122, collateralized by various U.S. Treasury obligations, 0.00% to 3.88% due from 12/15/15 to 11/15/43, aggregate original par and fair value of $1,241,452,697 and $1,133,220,382, respectively)		1,111,000		1,111,000,000
Total Value of BNP Paribas Securities Corp (collateral value of $1,949,220,468)				1,911,000,000
Citigroup Global Markets, Inc., 0.08%, 11/03/14 (c) (Purchased on 10/31/14 to be repurchased at $351,002,340, collateralized by various U.S. Treasury obligations, 0.00% to 8.50% due from 1/15/15 to 1/15/29, aggregate original par and fair value of $300,156,799 and $358,020,036, respectively)		351,000		351,000,000
Total Value of Citigroup Global Markets, Inc. (collateral value of $358,020,036)				351,000,000
Deutsche Bank Securities, Inc., 0.15%, 11/03/14 (c) (Purchased on 10/31/14 to be repurchased at $330,004,125, collateralized by various U.S. Treasury obligations, 0.00% to 8.75% due from 11/13/14 to 8/15/44, aggregate original par and fair value of $324,113,741 and $336,600,017, respectively)		330,000		330,000,000
Total Value of Deutsche Bank Securities, Inc. (collateral value of $336,600,017)				330,000,000
Federal Reserve Bank of New York, 0.05%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $3,000,012,500, collateralized by U.S. Treasury Bond, 3.00% due at 5/15/42, original par and fair value of $2,987,330,800 and $3,016,598,199, respectively)		3,000,000		3,000,000,000
Total Value of Federal Reserve Bank of New York (collateral value of $3,016,598,199)				3,000,000,000
HSBC Securities (USA) Inc., 0.08%, 11/03/14 (d) (Purchased on 1/27/14 to be repurchased at $481,261,733, collateralized by various U.S. Treasury obligations, 0.00% due from 11/15/25 to 2/15/42, aggregate original par and fair value of $870,169,309 and $490,621,614, respectively)		481,000		481,000,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 27

Schedule of Investments (continued)	T-Fund
	(Percentages shown are based on Net Assets)

Repurchase Agreements	Par   (000)		Value
HSBC Securities (USA) Inc., 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $202,804,352, collateralized by various U.S. Treasury obligations, 0.00% due from 11/15/26 to 8/15/37, aggregate original par and fair value of $330,545,688 and $206,859,902, respectively)	$	202,803	$	202,803,000
HSBC Securities (USA) Inc., 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $6,000,040, collateralized by U.S. Treasury Strip, 0.00% due at 11/15/26, original par and fair value of $8,498,663 and $6,120,397, respectively)		6,000		6,000,000
HSBC Securities (USA) Inc., 0.07%, 11/07/14 (Purchased on 10/31/14 to be repurchased at $500,006,806, collateralized by various U.S. Treasury obligations, 0.00% due from 5/15/25 to 8/15/44, aggregate original par and fair value of $888,517,493 and $510,000,045, respectively)		500,000		500,000,000
Total Value of HSBC Securities (USA) Inc. (collateral value of $1,213,601,958)				1,189,803,000
JPMorgan Securities LLC, 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $190,001,583, collateralized by various U.S. Treasury obligations, 0.00% to 4.50% due from 11/15/24 to 8/15/44, aggregate original par and fair value of $389,528,800 and $193,801,953, respectively)		190,000		190,000,000
JPMorgan Securities LLC, 0.10%, 11/03/14 (d) (Purchased on 8/28/13 to be repurchased at $250,710,000, collateralized by U.S. Treasury Note, 2.00% due at 10/31/21, original par and fair value of $255,520,000 and $255,000,773, respectively)		250,000		250,000,000
Total Value of JPMorgan Securities LLC (collateral value of $448,802,726)				440,000,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $16,030,134, collateralized by U.S. Treasury Bonds, 3.00% to 4.25% due from 5/15/39 to 5/15/42, aggregate original par and fair value of $15,909,200 and $16,350,717, respectively)		16,030		16,030,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $36,000,300, collateralized by various U.S. Treasury obligations, 0.00% to 0.13% due from 4/15/18 to 2/15/20, aggregate original par and fair value of $39,579,000 and $36,720,011, respectively)		36,000		36,000,000
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.10%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $62,000,517, collateralized by various U.S. Treasury obligations, 0.00% to 0.38% due from 5/31/16 to 2/15/32, aggregate original par and fair value of $77,866,791 and $63,240,090, respectively)		62,000		62,000,000
Total Value of Merrill Lynch, Pierce, Fenner & Smith, Inc. (collateral value of $116,310,818)				114,030,000

Repurchase Agreements	Par   (000)		Value
Morgan Stanley & Co. LLC, 0.09%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $50,573,379, collateralized by various U.S. Treasury obligations, 0.00% to 9.88% due from 1/15/15 to 2/15/44, aggregate original par and fair value of $46,902,584 and $51,584,460, respectively)	$	50,573	$	50,573,000
Morgan Stanley & Co. LLC, 0.09%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $550,004,125, collateralized by U.S. Treasury Notes, 0.88% to 2.00% due from 7/31/15 to 10/31/19, aggregate original par and fair value of $558,729,200 and $561,000,030, respectively)		550,000		550,000,000
Total Value of Morgan Stanley & Co. LLC (collateral value of $612,584,490)				600,573,000
SG Americas Securities LLC, 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $50,000,333, collateralized by various U.S. Treasury obligations, 0.75% to 10.63% due from 8/15/15 to 12/31/18, aggregate original par and fair value of $49,147,800 and $51,000,057, respectively)		50,000		50,000,000
SG Americas Securities LLC, 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $547,003,647, collateralized by various U.S. Treasury obligations, 0.00% to 7.88% due from 11/06/14 to 8/15/42, aggregate original par and fair value of $525,711,941 and $557,940,000, respectively)		547,000		547,000,000
Total Value of SG Americas Securities LLC (collateral value of $608,940,057)				597,000,000
Wells Fargo Securities LLC, 0.08%, 11/03/14 (Purchased on 10/31/14 to be repurchased at $50,000,333, collateralized by U.S. Treasury Note, 2.63% due at 11/15/20, original par and fair value of $48,426,300 and $51,090,910, respectively)		50,000		50,000,000
Wells Fargo Securities LLC, 0.08%, 11/03/14 (d) (Purchased on 8/14/14 to be repurchased at $414,074,520, collateralized by various U.S. Treasury obligations, 0.00% to 7.25% due from 11/15/14 to 2/15/41, aggregate original par and fair value of $406,631,200 and $422,280,005, respectively)		414,000		414,000,000
Total Value of Wells Fargo Securities LLC (collateral value of $473,370,915)				464,000,000
Total Repurchase Agreements — 47.5%				9,541,906,000
Total Investments (Cost — $20,081,593,151*) — 100.0%				20,081,593,151
Other Assets Less Liabilities — 0.0%				1,196,316
Net Assets — 100.0%			$	20,082,789,467

See Notes to Financial Statements.

28 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (concluded) T-Fund

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Rates shown are discount rates or a range of discount rates at the time of purchase.

(b) Variable rate security. Rate shown is as of report date.

(c) Traded in a joint account.

(d) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities1		—	$	20,081,593,151		—	$	20,081,593,151

¹ See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, bank overdraft of $(4,801,840) is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 29

Schedule of Investments October 31, 2014	Treasury Trust Fund
	(Percentages shown are based on Net Assets)

U.S. Treasury Obligations	Par   (000)		Value
U.S. Treasury Bills: (a)
0.00% - 0.03%, 11/06/14	$	1,075,864	$	1,075,862,699
0.00% - 0.03%, 11/13/14		1,469,411		1,469,405,063
0.00% - 0.03%, 11/20/14		1,428,026		1,428,011,872
0.00% - 0.03%, 11/28/14		1,042,665		1,042,650,685
0.03%, 12/04/14		200,000		199,994,833
0.01% - 0.03%, 12/11/14		252,507		252,502,633
0.01% - 0.06%, 1/02/15		639,479		639,462,156
0.02% - 0.06%, 1/08/15		659,340		659,311,073
0.02% - 0.03%, 1/15/15		504,730		504,712,073
0.02% - 0.06%, 1/22/15		703,433		703,403,602
0.02%, 1/29/15		400,000		399,980,667
0.06%, 2/05/15		114,000		113,982,884
0.03%, 2/12/15		45,000		44,996,528
0.05%, 2/19/15		21,648		21,644,883
0.04% - 0.05%, 2/26/15		105,000		104,983,349
0.03% - 0.05%, 3/05/15		227,600		227,570,974
0.04% - 0.05%, 3/12/15		400,000		399,931,021
0.05%, 3/19/15		200,000		199,964,111
0.05%, 3/26/15		175,000		174,973,884

U.S. Treasury Obligations	Par   (000)		Value
U.S. Treasury Bills: (a) (concluded)
0.04%, 4/02/15	$	100,000	$	99,984,375
0.04%, 4/16/15		200,000		199,963,556
U.S. Treasury Notes:
0.38%, 11/15/14		50,000		50,005,591
0.25%, 11/30/14		278,230		278,266,122
0.25% - 2.25%, 1/31/15		200,000		200,589,474
0.25%, 2/28/15		101,165		101,230,011
0.07%, 1/31/16 (b)		97,322		97,294,570
0.09%, 4/30/16 (b)		167,428		167,428,242
0.09%, 7/31/16 (b)		188,677		188,755,822
0.08%, 10/31/16 (b)		107,622		107,624,922
Total U.S. Treasury Obligations — 100.0%				11,154,487,675
Total Investments (Cost — $11,154,487,675*) — 100.0%				11,154,487,675
Other Assets Less Liabilities — 0.0%				2,377,541
Net Assets — 100.0%			$	11,156,865,216

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) Rates shown are discount rates or a range of discount rates at the time of purchase.

(b) Variable rate security. Rate shown is as of report date.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities1		—	$	11,154,487,675		—	$	11,154,487,675

¹ See above Schedule of Investments for values in each security type.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $1,671,566 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

30 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	MuniCash
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Arizona — 0.7%
Casa Grande IDRB (Price Cos. Inc. Project) Series 2002A VRDN (Bank of America N.A. LOC), 0.20%, 11/07/14 (a)	$	315	$	315,000
Pima County COP Series 2014 MB, 2.00%, 12/01/14		300		300,406
Pima County Regional Transportation Authority RB (Regional Transportation Fund Project) Series 2011 MB, 4.00%, 6/01/15		315		321,892
Tucson Water System Revenue RB Series 2013A MB, 3.00%, 7/01/15		100		101,805
				1,039,103
Arkansas — 1.7%
Arkansas Development Finance Authority Single Family Mortgage RB (Mortgage Backed Securities Program Project) Series 2006E AMT VRDN (Ginnie Mae Guaranty, State Street Bank & Trust Co. SBPA), 0.13%, 11/07/14 (a)		1,800		1,800,000
Little Rock Hotel & Restaurant Gross Receipts RB Series 2014 MB, 1.00%, 7/01/15		615		618,118
University of Arkansas RB (Student Fee Fort Smith Campus Project) Series 2014 MB, 2.00%, 6/01/15		70		70,725
				2,488,843
California — 0.1%
Los Angeles County Schools Pooled Financing Program RB Series 2014A-1 TRAN, 1.50%, 6/01/15		100		100,783
Los Angeles County Schools Pooled Financing Program RB Series 2014A-2 TRAN, 1.50%, 6/30/15		100		100,865
				201,648
Colorado — 1.0%
Colorado Health Facilities Authority RB (Catholic Health Initiatives Project) SPEARS Series 2013A-DBE-1315 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		350		350,000
Denver City & County Airport System RB Series 2011A AMT MB, 4.00%, 11/15/14		1,200		1,201,476
				1,551,476
District of Columbia — 0.2%
District of Columbia RB Series 2009A MB, 5.00%, 12/01/14		300		301,113
Florida — 0.7%
Orlando Utilities Commission Utilities System RB Series 2011A VRDN 7 Month Window, 0.16%, 5/29/15 (a)		1,100		1,100,000
Georgia — 0.4%
Metropolitan Atlanta Rapid Transit Authority RB Series 2005A-3 MB, 5.00%, 7/01/15		580		598,182
Illinois — 4.0%
Chicago GO SPEARS Series 2008A-DBE-494 VRDN (Deutsche Bank A.G. LOC, Deutsche Bank A.G. SBPA), 0.16%, 11/07/14 (a)(b)(c)		720		720,000
Chicago IDRB (Primrose Candy Project) Series 2001 AMT VRDN (Bank of America N.A. LOC), 0.17%, 11/07/14 (a)		1,415		1,415,000
Chicago Transit Authority Sales Tax Receipts RB SPEARS Series 2011DB-1032 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.30%, 11/07/14 (a)(b)(c)		770		770,000
Elmhurst IDRB (Randall Manufacturing Project) Series 2002 VRDN (BMO Harris Bank N.A. LOC), 0.40%, 11/07/14 (a)		2,015		2,015,000

Municipal Bonds	Par   (000)		Value
Illinois (concluded)
Illinois GO (AGM Credit Project) SPEARS Series 2014DBE-1350 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.17%, 11/07/14 (a)(b)(c)	$	590	$	590,000
Mchenry County RB Series 2007B MB, 4.50%, 1/15/15		300		302,525
Regional Transportation Authority RB Series 2006A, 5.00%, 7/01/15		160		164,943
				5,977,468
Indiana — 5.3%
Indiana Finance Authority Hospital RB (Community Health Network Project) SPEARS Series 2012A-DBE-1325 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		640		640,000
Indiana Finance Authority RB (Lease Appropriation Project) Series 2008A-2-RM VRDN (BMO Harris Bank N.A. SBPA), 0.04%, 11/07/14 (a)		7,200		7,200,000
				7,840,000
Iowa — 7.1%
Des Moines Independent Community School District RB Series 2012 MB, 4.00%, 6/01/15		925		945,286
Iowa Finance Authority RB (CJ Bio America Inc. Project) Series 2012 VRDN (Korea Development Bank LOC), 0.13%, 11/07/14 (a)		9,540		9,540,000
				10,485,286
Kansas — 0.2%
Salina GO Series 2014-1 BAN, 1.00%, 8/01/15		300		301,482
Kentucky — 2.3%
Jefferson County Industrial Building RB (Atlas Machine & Supply Co. Project) Series 1999 AMT VRDN (JPMorgan Chase Bank N.A. LOC), 0.30%, 11/07/14 (a)		1,780		1,780,000
Louisville & Jefferson County Metropolitan Sewer District RB Series 2013 BAN, 2.00%, 11/26/14		1,400		1,401,423
Louisville Regional Airport Authority RB Series 2014B MB, 2.00%, 7/01/15		210		212,367
				3,393,790
Louisiana — 7.2%
Ascension Parish RB (BASF Corp. Project) Series 1997 AMT VRDN, 0.14%, 11/07/14 (a)		2,400		2,400,000
Louisiana Local Government Environmental Facilities Community Development Authority RB (BASF Corp. Project) Series 2000A AMT VRDN, 0.13%, 11/07/14 (a)		6,000		6,000,000
Louisiana Public Facilities Authority RB (Air Products & Chemicals Project) Series 2008C VRDN, 0.07%, 11/03/14 (a)		2,300		2,300,000
				10,700,000
Maryland — 1.8%
Maryland Economic Development Corp. RB (Bindagraphics, Inc. Facilities Project) Series 2007 AMT VRDN (Manufacturers and Traders Trust Co. LOC), 0.15%, 11/07/14 (a)		1,140		1,140,000
Maryland Economic Development Corp. RB (Redrock LLC Facilities Project) Series 2002 VRDN (Manufacturers and Traders Trust Co. LOC), 0.20%, 11/07/14 (a)		1,365		1,365,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 31

Schedule of Investments (continued)	MuniCash
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Maryland (concluded)
University System of Maryland RB Series 2009D, 3.00%, 4/01/15	$	100	$	101,122
				2,606,122
Massachusetts — 1.6%
Massachusetts Bay Transportation Authority RB Series 2010A-7 VRDN 7 Month Window, 0.14%, 5/29/15 (a)		1,100		1,100,000
Pittsfield GO Series 2014B BAN, 1.00%, 6/26/15		270		271,370
Salem GO (State Aid Anticipation Notes Project) Series 2014:
0.75%, 12/03/14		160		160,073
1.00%, 12/03/14		140		140,086
Taunton GO (State Qualified Municipal Purpose Loan Project) Series 2014 MB, 2.00%, 3/01/15		175		175,996
University of Massachusetts Building Authority RB Series 2011-2 VRDN 7 Month Window (Massachusetts State Guaranteed), 0.14%, 5/29/15 (a)		595		595,000
				2,442,525
Michigan — 2.5%
Michigan Strategic Fund Ltd. Obligation RB (Amera Group LLC Project) Series 2000 AMT VRDN (JPMorgan Chase Bank N.A. LOC), 0.25%, 11/07/14 (a)		1,800		1,800,000
Michigan Strategic Fund Ltd. Obligation RB (Kay Screen Printing, Inc. Project) Series 2000 AMT VRDN (JPMorgan Chase Bank N.A. LOC), 0.30%, 11/07/14 (a)		1,400		1,400,000
Michigan Strategic Fund RB (Mans LLC Project) Series 2012 VRDN (Comerica Bank LOC), 0.15%, 11/07/14 (a)		500		500,000
				3,700,000
Minnesota — 0.4%
Minneapolis St. Paul Metropolitan Airports Commission RB Series 2005A MB, 5.00%, 1/01/15		175		176,325
University of Minnesota GO Series 2011A MB, 5.00%, 12/01/14		350		351,280
				527,605
Missouri — 5.0%
Bridgeton IDRB (Gold Dust LLC Project) Series 2000A AMT VRDN (TD Bank N.A. LOC), 0.25%, 11/07/14 (a)		1,625		1,625,000
Palmyra IDA Solid Waste Disposal RB (BASF Corp. Project) Series 2002 AMT VRDN, 0.13%, 11/07/14 (a)		4,000		4,000,000
Taney County IDRB (Keeter Heights Project) Series 2006 AMT VRDN (U.S. Bank N.A. LOC), 0.10%, 11/07/14 (a)		1,745		1,745,000
				7,370,000
Nebraska — 0.2%
University of Nebraska Facilities Corp. RB (UNMC Eye Institute Project) Series 2011 MB, 2.00%, 3/01/15		300		301,778
Nevada — 0.4%
Nevada Housing Division RB (Multi-Unit Housing Orvis Ring Apartments Project) Series 2014 Mandatory Put Bonds, 0.35%, 4/01/15		200		200,000
Nevada RB Series 2013 MB, 4.00%, 6/01/15		375		383,247
				583,247

Municipal Bonds	Par   (000)		Value
New Hampshire — 0.7%
Cheshire County GO Series 2014 TAN, 1.00%, 12/30/14	$	1,000	$	1,001,244
New Jersey — 11.6%
Berkeley Heights Township GO Series 2014 BAN, 1.00%, 10/08/15		230		231,062
Burlington Township GO Series 2014 BAN, 1.00%, 10/09/15		200		200,963
Cranford Township GO Series 2014 BAN:
1.00%, 1/30/15		106		106,420
1.00%, 5/22/15		245		245,828
Delran Township GO Series 2013A BAN, 1.00%, 11/07/14		2,295		2,295,540
East Hanover Township GO Series 2014 BAN, 1.00%, 8/20/15		310		311,638
Fort Lee GO Series 2013 BAN, 1.00%, 11/26/14		400		400,150
Galloway Township GO Series 2013A, 1.00%, 12/18/14		1,105		1,105,785
Hawthorne Borough GO Series 2014 BAN, 1.00%, 10/30/15		220		221,342
Lawrence Township GO Series 2014 BAN, 1.00%, 7/24/15		470		472,567
Lenape Regional High School District GO Series 2014 MB, 2.00%, 4/01/15		935		941,881
Margate GO Series 2014 BAN, 1.00%, 7/20/15		450		451,873
Marlboro Township GO Series 2014 BAN, 1.00%, 6/11/15		700		702,814
Mendham Township GO Series 2014 BAN, 1.00%, 5/21/15		200		200,738
New Jersey Economic Development Authority RB (School Facilities Construction Project) SPEARS Series 2014PP-DBE-1310 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.15%, 11/07/14 (a)(b)(c)		290		290,000
New Jersey RB PUTTERS Series 2014-4460 VDRN TRAN Mandatory Put Bonds (JPMorgan Chase Bank N.A. LOC), 0.12%, 11/20/14 (a)(b)(c)		1,100		1,100,000
New Jersey RB PUTTERS Series 2014-4466 VDRN TRAN Mandatory Put Bonds (JPMorgan Chase Bank N.A. LOC, JPMorgan Chase Bank N.A. SBPA), 0.13%, 12/11/14 (a)(b)(c)		7,000		7,000,000
Old Bridge Township GO Series 2014 BAN, 1.00%, 4/20/15		200		200,670
Union Township GO Series 2014 BAN, 1.00%, 6/02/15		400		401,310
Westwood GO Series 2014 BAN, 1.00%, 2/27/15		300		300,642
				17,181,223
New York — 4.4%
Center Moriches Union Free School District GO Series 2014 TAN, 1.00%, 6/26/15		320		321,274
Chittenango Central School District GO Series 2014 BAN (State Aid Withholding Insurance), 1.00%, 11/06/15		260		261,729
Clarence Township GO Series 2014 BAN, 1.00%, 7/23/15		280		281,523
Cold Spring Harbor Central School District GO Series 2014 TAN (State Aid Withholding Insurance), 1.00%, 6/25/15		255		256,305
East Aurora Union Free School District GO Series 2014 BAN, 1.00%, 6/18/15		200		200,869
Landsingburgh Central School District GO Series 2014 BAN, 1.00%, 7/10/15		800		804,028

See Notes to Financial Statements.

32 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	MuniCash
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
New York (concluded)
New York City IDA Special Purpose Facilities RB (Korean Air Lines Co. Project) Series 1997A VRDN AMT (Kookmin Bank LOC), 0.13%, 11/07/14 (a)	$	1,900	$	1,900,000
New York City Municipal Water Finance Authority Water & Sewer System RB (Second General Resolution Project) Series 2010DD-1 VRDN (TD Bank N.A. SBPA), 0.06%, 11/03/14 (a)		1,060		1,060,000
New York City Municipal Water GO Series 2014-8 TECP, 0.10%, 11/06/14		1,000		1,000,000
Roslyn Union Free School District GO Series 2014 BAN (State Aid Withholding Insurance), 1.00%, 9/25/15		240		241,558
Southold Union Free School District GO Series 2014 TAN (State Aid Withholding Insurance), 1.00%, 6/25/15		195		195,987
				6,523,273
North Carolina — 3.2%
Buncombe County Metropolitan Sewerage District RB Series 2013 MB, 4.00%, 7/01/15		100		102,533
Charlotte Airport Revenue RB Series 2009B, 5.00%, 7/01/15		130		133,936
Charlotte Housing Authority RB (Oak Park Project) Series 2005 VRDN (Wells Fargo Bank N.A. LOC), 0.06%, 11/07/14 (a)		2,750		2,750,000
The Charlotte-Mecklenburg Hospital Authority RB (Carolinas Healthcare System Project) Series 2005 MB, 5.00%, 1/15/15		150		151,429
Lee County Industrial Facilities & Pollution Control Financing Authority IDRB (Arden Corp. Project) Series 1999 AMT VRDN (Comerica Bank LOC), 0.15%, 11/07/14 (a)		1,450		1,450,000
University of North Carolina At Chapel Hill RB Series 2009A MB, 4.00%, 12/01/14		100		100,294
				4,688,192
Ohio — 1.3%
Brecksville GO (Service Center Garage Project) Series 2014 BAN, 1.00%, 6/17/15		770		776,539
Miamisburg GO Series 2014 BAN, 1.00%, 3/10/15		100		100,225
Ohio GO (Third Frontier Research and Development Project) Series 2012 MB, 2.00%, 11/01/14		175		175,000
Ohio Higher Educational Facility Commission RB (Case Western Reserve University Project) Series 2002A VRDN (Wells Fargo Bank N.A. SBPA), 0.08%, 11/03/14 (a)		600		600,000
Ohio University RB (General Receipts Athens Project) Series 2012 MB, 2.00%, 12/01/14		350		350,499
				2,002,263
Oregon — 0.6%
Portland GO Series (Limited Tax Sellwood Bridge Project) 2014PJ MB, 5.00%, 6/01/15		830		853,082
Pennsylvania — 6.3%
Beaver County IDRB (BASF Corp. Project) Series 1997 AMT VRDN, 0.14%, 11/07/14 (a)		300		300,000
Geisinger Authority RB (Geisinger Health System Project) Series 2013 VRDN (TD Bank N.A. SBPA), 0.05%, 11/03/14 (a)		1,500		1,500,000
Pennsylvania Economic Development Financing Authority RB (Solar Innovations, Inc. Project) Series 2007 VRDN (Manufacturers and Traders Trust Co. LOC), 0.35%, 11/07/14 (a)		2,505		2,505,000

Municipal Bonds	Par   (000)		Value
Pennsylvania (concluded)
Philadelphia Airport RB SPEARS Series 2008DB-495 VRDN (Deutsche Bank A.G. Credit Agreement, Deutsche Bank A.G. SBPA), 0.20%, 11/07/14 (a)(b)(c)	$	1,700	$	1,700,000
Philadelphia Hospitals & Higher Education Facilities Authority RB (Children’s Hospital Project) Series 2005A VRDN (Wells Fargo Bank N.A. SBPA), 0.07%, 11/03/14 (a)		2,800		2,800,000
State Public School Building Authority RB Municipal Trust Receipts Floaters Series 2006-1479 VRDN (AGM Insurance, Credit Suisse A.G. SBPA), 0.22%, 11/07/14 (a)(b)(c)		500		500,000
				9,305,000
South Carolina — 0.0%
Charleston County Park & Recreation Commission GO Series 2005B MB, 3.75%, 2/01/15		75		75,637
Texas — 5.3%
Brazos River Harbor Navigation District Brazoria County RB (BASF Corp. Project) Series 2002 AMT VRDN, 0.13%, 11/07/14 (a)		5,000		5,000,000
College Station GO (Refunding and Improvement Project) Series 2014 MB, 2.00%, 2/15/15		100		100,515
Dallas Area Rapid Transit RB Series 2008 MB, 5.00%, 12/01/14		100		100,363
Dallas Area Rapid Transit RB Series 2009A MB, 4.00%, 12/01/14		100		100,289
Dallas Area Rapid Transit RB Series 2010A MB, 5.00%, 12/01/14		50		50,181
Garland GO (RBC Capital Markets LLC LOC) TECP, 0.11%, 12/04/14		1,200		1,200,000
Harris County Metropolitan Transit Authority RB (Contractual Obligations Project) Series 2010 MB, 4.00%, 11/01/14		100		100,000
Houston Community College System GO Series 2011 MB, 4.00%, 2/15/15		800		808,695
Schertz-Cibolo-Universal City ISD GO (School Building Project) Series 2007 MB (Texas PSF-GTD Insurance), 5.00%, 2/01/15		100		101,160
University of Houston RB Series 2006 (AMBAC Insurance), 5.00%, 2/15/15		300		304,091
				7,865,294
Utah — 0.3%
Murray RB (IHC Health Services, Inc. Project) Series 2005D VRDN (Wells Fargo Bank N.A. SBPA), 0.07%, 11/03/14 (a)		500		500,000
Virginia — 2.2%
Fairfax County IDRB (Inova Health Systems Project) Series 2012 VRDN 7 Month Window, 0.13%, 5/29/15 (a)		1,500		1,500,000
Virginia College Building Authority Educational Facilities RB (21st Century College & Equipment Program Project) Series 2006C VRDN (Wells Fargo Bank N.A. SBPA), 0.08%, 11/03/14 (a)		1,790		1,790,000
				3,290,000
Washington — 0.1%
Port of Seattle GO Series 2011 AMT MB, 5.00%, 12/01/14		150		150,553

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 33

Schedule of Investments (concluded)	MuniCash
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Wisconsin — 9.0%
Columbia County GO Series 2014 MB, 1.50%, 8/01/15	$	700	$	706,659
Germantown GO Series 2014A MB, 2.00%, 3/01/15		200		201,129
Marshfield Housing Authority RB (Wildwood Regency Project) Series 2003 AMT VRDN (Federal Home Loan Bank LOC, Bank First National LOC), 0.11%, 11/07/14 (a)		2,450		2,450,000
Oshkosh IDRB (Oshkosh Coil Spring Project) Series 2000A AMT VRDN (JPMorgan Chase Bank N.A. LOC), 0.30%, 11/07/14 (a)		1,120		1,120,000
Wisconsin Health & Educational Facilities Authority RB (Ascension Health Alliance Senior Credit Group Project) Series 2013B VRDN, 0.11%, 5/29/15 (a)		860		860,000
Wisconsin Petroleum Inspection RB Series 2014 TECP, 0.12%, 11/05/14		8,000		8,000,000
				13,337,788
Total Municipal Bonds — 87.8%				130,283,217

Closed-End Investment Companies (a)(b)	Par   (000)		Value
California — 4.7%
Nuveen California Dividend Advantage Fund Series 2014-5 VRDP (Citibank N.A. Liquidity Facility), 0.11%, 11/07/14	$	7,000	$	7,000,000
Multi-State — 6.1%
Nuveen Municipal Advantage Fund, Inc. Series 2010 VRDP (JPMorgan Chase Bank N.A. Liquidity Facility), 0.13%, 11/07/14		9,000		9,000,000
Total Closed-End Investment Companies — 10.8%				16,000,000
Total Investments (Cost — $146,283,217*) — 98.6%				146,283,217
Other Assets Less Liabilities — 1.4%				2,122,125
Net Assets — 100.0%			$	148,405,342

Notes to Schedule of Investments

* Cost for federal income tax purposes.

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

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

(c) These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities1		—	$	146,283,217		—	$	146,283,217

¹  See above Schedule of Investments for values in each state.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $39,889 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

34 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Alabama — 1.9%
Alabama Federal Aid Highway Financial Authority RB RIB Floater Trust Series 2012-2W VRDN (Barclays Bank PLC SBPA), 0.10%, 11/07/14 (a)(b)(c)	$	2,200	$	2,200,000
Columbia IDRB (Alabama Power Co. Project) Series 1995B VRDN, 0.07%, 11/03/14 (c)		8,150		8,150,000
Columbia IDRB (Alabama Power Co. Project) Series 1999A VRDN, 0.07%, 11/03/14 (c)		1,400		1,400,000
Huntsville IDRB (Brown Precision Project) Series 2009 VRDN (Federal Home Loan Bank LOC), 0.08%, 11/07/14 (c)		4,880		4,880,000
Taylor-Ryan Improvement District RB (Various Improvement Project) Series 2005 VRDN (Federal Home Loan Bank LOC), 0.05%, 11/07/14 (c)		10,000		10,000,000
Tuscaloosa County Port Authority RB (Gulf Opportunity Zone - Tuscaloosa Project) Series 2007 VRDN (Federal Home Loan Bank LOC), 0.09%, 11/07/14 (c)		4,490		4,490,000
				31,120,000
Alaska — 0.1%
Alaska Energy Authority RB (Bradley Lake 3rd Project) MB (AGM Insurance), 6.00%, 7/01/15		590		612,678
Matanuska-Susitna GO (School Buildings Project) Series 2005A MB, 5.25%, 4/01/15 (d)		500		515,072
				1,127,750
Arizona — 2.0%
Arizona Health Facilities Authority RB (Banner Health Project) Municipal Trust Receipts Floaters Series 2008-4511 VRDN (Wells Fargo Bank N.A. SBPA), 0.08%, 11/07/14 (a)(b)(c)		14,620		14,620,000
Phoenix Civic Improvement Corp. RB Series 2011A-1 TECP, 0.10%, 3/04/15		7,500		7,500,000
Salt River Pima-Maricopa Indian Community RB Series 2005 VRDN (Bank of America N.A. LOC), 0.07%, 11/07/14 (c)		8,130		8,130,000
Salt River Project Agricultural Improvement & Power District RB Municipal Trust Receipts Floaters Series 2009-9W VRDN (Barclays Bank PLC SBPA), 0.07%, 11/07/14 (a)(b)(c)		1,200		1,200,000
Tucson Water System Revenue RB Series 2013A MB, 3.00%, 7/01/15		1,375		1,400,756
				32,850,756
California — 7.7%
Bay Area Toll Authority Toll Bridge RB (San Francisco Bay Area Project) Series 2008C-2 VRDN (Calyon Bank), 0.04%, 11/07/14 (c)		10,000		10,000,000
California Infrastructure & Economic Development Bank RB (Pacific Gas & Electric Co. Project) Series 2009A VRDN (Union Bank N.A. LOC), 0.08%, 11/03/14 (c)		20,625		20,625,000
California RB Series 2014-15 RAN, 1.50%, 6/22/15		15,000		15,130,872
California School Cash Reserve Program Authority RB Series 2014E, 2.00%, 6/30/15		10,000		10,122,933
California School Cash Reserve Program Authority RB Series 2014M, 2.00%, 12/31/14		4,500		4,513,484

Municipal Bonds	Par   (000)		Value
California (concluded)
California Statewide University Revenue Authority RB Municipal Trust Receipts Floaters Series 2011-4696 VRDN (Bank of America N.A. SBPA), 0.10%, 11/07/14 (a)(b)(c)	$	10,265	$	10,265,000
East Side Union High School District GO Municipal Trust Receipts Floaters Series 2010-3171 VRDN (AGM Insurance, Morgan Stanley Bank SBPA), 0.13%, 11/07/14 (a)(b)(c)		15,000		15,000,000
Los Angeles County Schools Pooled Financing Program RB Series 2014A-1 TRAN, 1.50%, 6/01/15		1,600		1,612,526
Los Angeles County Schools Pooled Financing Program RB Series 2014A-2 TRAN, 1.50%, 6/30/15		400		403,461
Los Angeles County Schools RB (Pooled Transportation Project) Series 2014B-3, 2.00%, 12/31/14		3,600		3,610,635
Los Angeles County Schools RB (Pooled Transportation Project) Series 2014B-4, 2.00%, 12/31/14		6,200		6,218,225
Los Angeles GO Series 2014 TRAN, 1.50%, 6/25/15		10,000		10,088,920
Los Angeles Wastewater System RB Series 2014A-2 TECP (Sumitomo Mitsui Banking Corp. LOC), 0.09%, 12/17/14		15,290		15,290,000
Riverside Redevelopment Agency Successor Agency RB Series A MB, 2.00%, 9/01/15		675		685,009
				123,566,065
Colorado — 7.6%
Alamosa County Hospital RB (San Luis Valley Regional Medical Center Project) Series 2005 VRDN (U.S. Bank N.A. LOC), 0.07%, 11/07/14 (c)		8,515		8,515,000
Alamosa County Hospital RB (San Luis Valley Regional Medical Center Project) Series 2007 VRDN (U.S. Bank N.A. LOC), 0.07%, 11/07/14 (c)		5,255		5,255,000
Colorado Health Facilities Authority RB (Catholic Health Initiatives Project) SPEARS Series 2013A-DBE-1315 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		3,340		3,340,000
Colorado Housing & Finance Authority RB Series 2006-1A2 VRDN (Federal Home Loan Bank SBPA), 0.04%, 11/07/14 (c)		640		640,000
Denver City & County School District #1 Clipper Tax-Exempt Certificate Trust GO Series 2005A-2009-57 VRDN (State Street Bank & Trust Co. SBPA), 0.08%, 11/07/14 (a)(b)(c)		35,240		35,240,000
Parker Automotive Metropolitan District GO Series 2005 VRDN (U.S. Bank N.A. LOC), 0.06%, 11/07/14 (c)		845		845,000
Sheridan Redevelopment Agency Tax Allocation RB (South Santa Fe Drive Project) Series 2011 VRDN (JPMorgan Chase Bank N.A. LOC), 0.08%, 11/07/14 (c)		2,500		2,500,000
University of Colorado Hospital Authority RB Series 2011A VRDN (Wells Fargo Bank N.A. LOC), 0.06%, 11/07/14 (c)		66,400		66,400,000
				122,735,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 35

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Connecticut — 3.1%
Bethel GO Series 2014 BAN, 1.00%, 11/20/14	$	2,220	$	2,220,912
Connecticut GO Series 2014-A MB, 1.50%, 3/01/15		10,000		10,044,780
Connecticut Housing Finance Authority RB Series 2014C-2 VRDN (Bank of Tokyo Mitsubishi UFJ Ltd. SBPA), 0.05%, 11/07/14 (c)		3,100		3,100,000
Danbury GO Series 2014 BAN, 1.00%, 7/23/15		11,225		11,295,810
Enfield GO Series 2014 TECP, 1.00%, 8/11/15		5,300		5,335,023
Naugatuck GO Series 2014 BAN, 1.00%, 3/17/15		7,500		7,523,772
Trumbull Township GO Series 2014 BAN, 1.25%, 9/04/15		9,885		9,974,731
				49,495,028
Delaware — 0.1%
Delaware Economic Development Authority RB (Kentmere Nursing Care Project) Series 2006 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		1,440		1,440,000
District of Columbia — 0.3%
District of Columbia RB (Internships & Academic Center Project) Series 2006 VRDN (Branch Banking & Trust Co. LOC), 0.04%, 11/07/14 (c)		1,600		1,600,000
District of Columbia RB Series 2009A MB, 5.00%, 12/01/14		520		521,927
District of Columbia Water & Sewer Authority Public Utility RB Eagle Trust Receipts Series 2007A VRDN (Citibank N.A. SBPA), 0.07%, 11/07/14 (a)(b)(c)		2,400		2,400,000
				4,521,927
Florida — 6.2%
Broward County RB Municipal Trust Receipts Floaters (Civic Arena Project) Series 2010-3286 VRDN (AGM Insurance, Morgan Stanley Bank SBPA), 0.06%, 11/07/14 (a)(b)(c)		10,305		10,305,000
Broward County RB Municipal Trust Receipts Floaters (Civic Arena Project) Series 2010-3287 VRDN (AGM Insurance, Morgan Stanley Bank SBPA), 0.06%, 11/07/14 (a)(b)(c)		4,830		4,830,000
Florida GO (Capital Outlay Project) Series 2014C MB, 5.00%, 6/01/15		300		308,337
Florida GO Series 2005A MB, 5.00%, 1/01/15		2,700		2,721,134
Florida GO Series 2005B MB, 5.00%, 1/01/15		3,585		3,613,082
Florida Lottery Revenue RB Series 2010-F MB, 5.00%, 7/01/15		755		778,890
Jacksonville RB Series 2008A VRDN (JPMorgan Chase Bank N.A. SBPA), 0.05%, 11/07/14 (c)		34,090		34,090,000
Miami-Dade County RB Municipal Trust Receipts Floaters Series 2011-3271 VRDN (AGM Insurance, Morgan Stanley Bank SBPA), 0.06%, 11/07/14 (a)(b)(c)		10,395		10,395,000
Orlando Utilities Commission Utilities System RB Series 2011A VRDN 7 Month Window, 0.16%, 5/29/15 (c)		4,760		4,760,000
South Florida Water Management District COP Austin Trust Series 2007-1036 VRDN (Bankof America N.A. SBPA), 0.13%, 11/07/14 (a)(b)(c)		7,500		7,500,000

Municipal Bonds	Par   (000)		Value
Florida (concluded)
South Miami Health Facilities Authority RB Municipal Trust Receipts Floaters Series 2008-2749 VRDN (Morgan Stanley Bank SBPA), 0.06%, 11/07/14 (a)(b)(c)	$	21,000	$	21,000,000
				100,301,443
Georgia — 0.4%
Columbus Downtown Development Authority RB (Foundation Properties Corp. Project) Series 2009 VRDN (Federal Home Loan Bank LOC), 0.10%, 11/07/14 (c)		1,835		1,835,000
Fulton County Development Authority RB (Mount Vernon Presbyterian School Project) Series 2005 VRDN (Branch Banking & Trust Co. LOC), 0.04%, 11/07/14 (c)		2,900		2,900,000
Metropolitan Atlanta Rapid Transit Authority RB Series 2000-A MB, 0.07%, 7/01/15 (c)		900		899,877
Muscogee County School District GO (Sales Tax Project) Series 2011 MB, 3.00%, 12/01/14		200		200,427
				5,835,304
Hawaii — 0.1%
Hawaii RB Series 2014A MB, 2.00%, 1/01/15		1,340		1,344,038
Idaho — 0.4%
Idaho GO Series 2014 TAN, 2.00%, 6/30/15		7,000		7,086,638
Illinois — 5.0%
Chicago GO SPEARS Series 2008A-DBE-494 VRDN (Deutsche Bank A.G. LOC, Deutsche Bank A.G. SBPA), 0.16%, 11/07/14 (a)(b)(c)		5,240		5,240,000
Chicago Transit Authority Sales Tax Receipts RB SPEARS Series 2011DB-1032 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.30%, 11/07/14 (a)(b)(c)		9,440		9,440,000
Illinois Educational Facilities Authority RB (University of Chicago Project) Series 2001B-3 Mandatory Put Bonds, 0.16%, 3/12/15 (c)		5,400		5,400,000
Illinois Finance Authority RB (Center Deafness Project) Series 2008 VRDN (BMO Harris Bank N.A. LOC), 0.10%, 11/07/14 (c)		1,810		1,810,000
Illinois Finance Authority RB (Evanston Hospital Corp. Project) Series 1995 VRDN (Wells Fargo Bank N.A. SBPA), 0.05%, 11/07/14 (c)		14,932		14,932,000
Illinois Finance Authority RB (Planned Parenthood Project) Series 2007A VRDN (JPMorgan Chase Bank N.A. LOC), 0.06%, 11/07/14 (c)		6,550		6,550,000
Illinois Finance Authority RB Municipal Trust Receipts Floaters Series 2011-4702 VRDN (Bank of America N.A. SBPA), 0.22%, 11/07/14 (a)(b)(c)		8,690		8,690,000
Illinois GO (AGM Credit Project) SPEARS Series 2014DBE-1350 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.17%, 11/07/14 (a)(b)(c)		3,550		3,550,000
Illinois HDA RB (Lakeshore Plaza Project) Series 2008B VRDN (JPMorgan Chase Bank N.A. LOC), 0.05%, 11/07/14 (c)		5,040		5,040,000
Illinois Toll Highway Authority RB (Senior Priority Project) Series 2007A-1B VRDN (Mizuho Bank Ltd LOC), 0.05%, 11/07/14 (c)		20,000		20,000,000
				80,652,000

See Notes to Financial Statements.

36 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Indiana — 3.3%
Fort Wayne RB (University of St. Francis Project) Series 2008 VRDN (JPMorgan Chase Bank N.A. LOC), 0.07%, 11/07/14 (c)	$	1,700	$	1,700,000
Indiana Finance Authority Hospital RB (Community Health Network Project) SPEARS Series 2012A-DBE-1325 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		6,230		6,230,000
Indiana Finance Authority RB (Lease Appropriation Project) Series 2007A VRDN (The Bank of New York Mellon Corp. SBPA), 0.08%, 11/03/14 (c)		29,900		29,900,000
Indiana Finance Authority RB (Lease Appropriation Project) Series 2008A-2-RM VRDN (BMO Harris Bank N.A. SBPA), 0.04%, 11/07/14 (c)		5,000		5,000,000
Indiana State Financing Authority Hospital RB (Indiana University Health Project) RBC Municipal Products Inc. Trust Series 2011L VRDN (Royal Bank of Canada LOC, Royal Bank of Canada SBPA), 0.05%, 11/07/14 (a)(b)(c)		10,000		10,000,000
				52,830,000
Iowa — 3.4%
Iowa Finance Authority RB (CJ Bio America Inc. Project) Series 2012 VRDN (Korea Development Bank LOC), 0.13%, 11/07/14 (c)		55,230		55,230,000
Kansas — 0.9%
Kansas Department of Transportation RB Series 2014-1 MB, 0.09%, 9/01/15 (c)		4,300		4,300,000
Wichita GO Series 268 MB, 0.25%, 10/15/15		10,000		10,002,749
				14,302,749
Kentucky — 0.4%
Fort Mitchell League of Cities RB (Funding Trust Lease Project) Series 2002A VRDN (U.S. Bank N.A. LOC), 0.06%, 11/07/14 (c)		1,895		1,895,000
Louisville & Jefferson County Metropolitan Sewer District RB Series 2013 BAN, 2.00%, 11/26/14		5,400		5,405,490
				7,300,490
Louisiana — 6.0%
Bossier Parish School Board GO Series 2014 MB, 4.00%, 3/01/15		1,610		1,630,078
East Baton Rouge Parish PCRB (Exxon Mobil Project) Series 1993 VRDN, 0.06%, 11/03/14 (c)		10,900		10,900,000
Louisiana GO Series 2013-C MB, 5.00%, 7/15/15		1,100		1,137,497
Louisiana Housing & Finance Authority RB (Walmsley Multi-Family Housing Project) Series 2004 VRDN (Fannie Mae Guaranty), 0.15%, 11/07/14 (c)		4,730		4,730,000
Louisiana Local Government Environmental Facilities Community Development Authority RB (BASF Corp. Project) Series 2000B VRDN, 0.08%, 11/07/14 (c)		7,500		7,500,000
Louisiana Public Facilities Authority RB (Air Products & Chemicals Project) Series 2008B VRDN, 0.05%, 11/07/14 (c)		18,300		18,300,000
Louisiana Public Facilities Authority RB (Air Products & Chemicals Project) Series 2008C VRDN, 0.07%, 11/03/14 (c)		9,800		9,800,000

Municipal Bonds	Par   (000)		Value
Louisiana (concluded)
Louisiana Public Facilities Authority RB (Air Products & Chemicals Project) Series 2010 VRDN, 0.05%, 11/07/14 (c)	$	42,500	$	42,500,000
				96,497,575
Maine — 0.3%
Kittery GO Series 2014 MB, 1.00%, 9/15/15		5,280		5,314,636
Maryland — 2.8%
Anne Arundel County (General Improvements Project) GO Series 2014B BAN, 5.00%, 3/01/15		970		985,355
Anne Arundel County RB (Mountain Ridge Apartments Project) Series 1996 VRDN (Manufacturers and Traders Trust Co. LOC), 0.09%, 11/07/14 (c)		2,965		2,965,000
Baltimore County RB (Odyssey School Facility Project) Series 2001 VRDN (Manufacturers and Traders Trust Co. LOC), 0.05%, 11/07/14 (c)		1,575		1,575,000
Howard County RB (Bluffs Hawthorne Project) Series 1995 VRDN (Manufacturers and Traders Trust Co. LOC), 0.09%, 11/07/14 (c)		2,525		2,525,000
Howard County RB (Lorien at Elkridge Facility Project) Series 2010 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		8,245		8,245,000
Howard County RB (Meadowridge III Facility Project) Series 2010 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		8,835		8,835,000
Maryland Health & Higher Educational Facilities Authority RB (The Norwood School Project) Series 1998 VRDN (Manufacturers and Traders Trust Co. LOC), 0.07%, 11/07/14 (c)		2,420		2,420,000
Maryland Transportation Authority Grant RB (Garvee Project) Series 2008 MB, 5.25%, 3/01/15		175		177,848
Maryland Transportation Authority RB (Metro Rail Parking Project) Series 2014 MB, 2.00%, 7/01/15		960		971,569
Montgomery County RB (Imagination Stage, Inc. Facilities Project) Series 2002 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		1,160		1,160,000
Washington County RB (Homewood Williamsport Facility Project) Series 2007 VRDN (Manufacturers and Traders Trust Co. LOC), 0.09%, 11/07/14 (c)		4,095		4,095,000
Washington County RB (Homewood Williamsport Facility Project) Series 2011 VRDN (Manufacturers and Traders Trust Co. LOC), 0.06%, 11/07/14 (c)		9,325		9,325,000
Worcester County GO (Consolidated Public Improvement Project) Series 2014 MB, 5.00%, 3/01/15		1,350		1,371,460
				44,651,232
Massachusetts — 2.4%
Auburn Township GO (Municipal Purpose Loan Project) MB, 5.00%, 9/15/15		1,091		1,136,153
East Longmeadow GO Series 2014 BAN, 1.00%, 6/30/15		681		684,552
Massachusetts Bay Transportation Authority RB Series 2010A-7 VRDN 7 Month Window, 0.14%, 5/29/15 (c)		2,900		2,900,000
Massachusetts Development Finance Agency RB Municipal Trust Receipts Floaters Series 2006-1336 VRDN (Credit Suisse A.G. SBPA), 0.05%, 11/07/14 (a)(b)(c)		2,000		2,000,000
Massachusetts GO (Consolidated Loan Project) Series 2010C MB, 5.00%, 1/01/15		1,110		1,118,697

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 37

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Massachusetts (concluded)
Massachusetts Health & Educational Facilities Authority RB (Amherst College Project) Series 2003H Mandatory Put Bonds, 1.00%, 11/01/14	$	4,344	$	4,344,000
Massachusetts Water Resources Authority RB Series 2008E VRDN (JPMorgan Chase Bank N.A. SBPA), 0.07%, 11/07/14 (c)		8,300		8,300,000
Melrose GO Series 2013 BAN, 1.00%, 11/14/14		4,700		4,701,102
New Bedford GO Series 2014 BAN, 0.75%, 2/06/15		6,481		6,490,881
Pittsfield GO Series 2014B BAN, 1.00%, 6/26/15		2,567		2,579,994
University of Massachusetts Building Authority RB Series 2011-2 VRDN 7 Month Window (Massachusetts State Guaranteed), 0.14%, 5/29/15 (c)		3,415		3,415,000
Yarmouth Township GO Series 2014 MB, 2.00%, 6/01/15		325		328,368
				37,998,747
Michigan — 0.9%
Michigan Hospital Finance Authority RB (Ascension Health Senior Center Project) Series 2010F-6 VRDN 7 Month Window, 0.11%, 5/29/15 (c)		5,200		5,200,000
Michigan Hospital Finance Authority RB (Ascension Health Senior Credit Group Project) Series 2010F-8 VRDN 7 Month Window, 0.11%, 5/29/15 (c)		4,520		4,520,000
Michigan Trunk Line Revenue RB Series 2005-B MB (AGM Insurance), 5.00%, 9/01/15		400		415,647
Southfield Economic Development Corp. RB (Lawrence Tech University Project) Series 2000 VRDN (JPMorgan Chase Bank N.A. LOC), 0.05%, 11/07/14 (c)		4,585		4,585,000
Traverse Area Public Schools GO Series 2008 MB (AGM Insurance), 5.00%, 5/01/15		650		665,409
				15,386,056
Minnesota — 0.0%
Minnesota GO Series 2009F MB, 4.00%, 8/01/15		150		154,238
Mississippi — 0.7%
Mississippi Business Finance Corp. RB (Chevron USA Project) Series 2011D VRDN (Chevron Corp. Guaranty), 0.07%, 11/03/14 (c)		5,900		5,900,000
Mississippi Development Bank RB (Desoto County Highway Construction Project) Series 2014 MB, 1.00%, 1/01/15		5,510		5,517,976
				11,417,976
Missouri — 0.3%
St. Louis IDA (Mid-America Transplant Services Project) RB Series 2013 VRDN (BMO Harris Bank N.A. LOC), 0.07%, 11/03/14 (c)		4,700		4,700,000
Multi-State — 0.0%
Branch Banking & Trust Co. RB Municipal Trust Receipts Floaters Series 2008-5000 VRDN (Rabobank N.A. Credit Agreement, Rabobank N.A. SBPA), 0.15%, 11/07/14 (a)(b)(c)		500		500,000
Nebraska — 0.2%
Douglas County School District No 17, 3.00%, 6/15/15		1,640		1,668,581

Municipal Bonds	Par   (000)		Value
Nebraska (concluded)
Lincoln GO (Highway Allocation Fund Project) Series 2012 MB, 5.00%, 11/15/14	$	1,165	$	1,166,856
				2,835,437
New Jersey — 2.6%
Delaware River Port Authority RB Series 2008B VRDN (TD Bank N.A. LOC), 0.05%, 11/07/14 (c)		7,500		7,500,000
Gloucester Township GO Series 2014 MB, 1.00%, 2/15/15		634		635,255
Mansfield Township GO Series 2014-A MB, 1.00%, 11/05/15		2,258		2,274,393
Middlesex County GO Series 2014 MB, 1.00%, 2/15/15		1,170		1,172,806
Montclair Township GO (General Improvements Project) Series 2013 MB, 4.00%, 3/01/15		300		303,701
New Jersey Economic Development Authority RB (School Facilities Construction Project) SPEARS Series 2014PP-DBE-1310 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.15%, 11/07/14 (a)(b)(c)		2,715		2,715,000
New Jersey Educational Facilities Authority, 5.00%, 7/01/15		300		309,493
New Jersey RB PUTTERS Series 2014-4464 VRDN TRAN (JPMorgan Chase Bank N.A. LOC, JPMorgan Chase Bank N.A. SBPA), 0.07%, 11/03/14 (a)(b)(c)		5,600		5,600,000
New Jersey RB PUTTERS Series 2014-4466 VDRN TRAN Mandatory Put Bonds (JPMorgan Chase Bank N.A. LOC, JPMorgan Chase Bank N.A. SBPA), 0.13%, 12/11/14 (a)(b)(c)		20,000		20,000,000
Sussex County GO Series 2014 MB, 2.00%, 2/15/15		795		799,151
West Caldwell Township GO Series 2014 MB, 3.00%, 2/01/15		560		563,859
				41,873,658
New Mexico — 0.4%
Albuquerque GO Series 2014-A MB, 3.00%, 7/01/15		2,270		2,342,915
New Mexico Finance Authority RB Series 2004A MB, 5.25%, 6/15/15		3,810		3,929,646
				6,272,561
New York — 9.5%
New York City GO Series 2013D-4 VRDN (TD Bank N.A. LOC), 0.06%, 11/03/14 (c)		47,000		47,000,000
New York City Municipal Water Finance Authority RB (2nd General Fiscal Resolution Project) Series 2013 VRDN (Mizuho Corporate Bank Ltd. SBPA), 0.07%, 11/03/14 (c)		10,000		10,000,000
New York City Municipal Water Finance Authority RB (2nd General Fiscal Resolution Project) Series 2013 VRDN (TD Bank N.A. SBPA), 0.06%, 11/03/14 (c)		7,650		7,650,000
New York City Municipal Water Finance Authority RB (2nd General Resolution Project) Series 2013 VRDN (Bank of Montreal SBPA), 0.07%, 11/03/14 (c)		14,300		14,300,000
New York City Municipal Water Finance Authority Water & Sewer System RB (Second General Resolution Project) Series 2010DD-1 VRDN (TD Bank N.A. SBPA), 0.06%, 11/03/14 (c)		20,650		20,650,000
New York City Municipal Water GO Series 2014-8 TECP, 0.10%, 11/06/14		5,000		5,000,000

See Notes to Financial Statements.

38 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
New York (concluded)
New York City Transitional Finance Authority Future Tax Secured Revenue RB Series 2003A-4 VRDN (TD Bank N.A. SBPA), 0.06%, 11/03/14 (c)	$	17,900	$	17,900,000
New York Dormitory Authority RB (City University of New York Project) Series 2008D VRDN (TD Bank N.A. LOC), 0.04%, 11/07/14 (c)		9,900		9,900,000
New York GO Austin Trust Series 2008-1131 VRDN (Bank of America N.A. SBPA), 0.10%, 11/07/14 (a)(b)(c)		7,500		7,500,000
Suffolk County Water Authority RB Series 2013-B MB, 3.00%, 1/15/15		13,660		13,738,749
				153,638,749
North Carolina — 4.8%
Buncombe County Metropolitan Sewerage District RB Series 2013 MB, 4.00%, 7/01/15		1,000		1,025,328
Charlotte Housing Authority RB (Oak Park Project) Series 2005 VRDN (Wells Fargo Bank N.A. LOC), 0.06%, 11/07/14 (c)		1,600		1,600,000
Charlotte Water & Sewer System RB Series 2002B VRDN (Wells Fargo Bank N.A. SBPA), 0.05%, 11/07/14 (c)		13,900		13,900,000
Charlotte Water & Sewer System Revenue RB (Water and Sewer System Refunding Project) Series 2011 MB, 3.00%, 12/01/14		1,525		1,528,347
Charlotte-Mecklenburg Hospital Authority RB (Carolinas Healthcare Project) Austin Trust Series 2008-1149 VRDN (Bank of America N.A. SBPA), 0.07%, 11/07/14 (a)(b)(c)		9,805		9,805,000
The Charlotte-Mecklenburg Hospital Authority RB (Carolinas Healthcare System Project) Series 2005 MB, 5.00%, 1/15/15 (d)		2,800		2,827,074
Charlotte-Mecklenburg Hospital Authority RB (Carolinas Project) Series 2007A MB, 4.50%, 1/15/15		295		297,502
Cumberland County RB Series 2011B MB, 4.00%, 11/01/14		1,100		1,100,000
Forsyth County GO MB, 3.00%, 3/01/15		700		706,584
Greensboro GO Series 2010C MB, 4.00%, 2/01/15		845		853,033
Guilford County GO Series C MB, 4.00%, 2/01/15		300		302,811
Johnston County RB Series 2014 MB, 2.00%, 6/01/15		855		864,153
Mecklenburg County GO (WVRDB Refunding Project) Series 2009D VRDN 7 Month Window, 0.15%, 5/29/15 (c)		8,405		8,405,000
North Carolina Capital Facilities Finance Agency Educational Facilities RB (Summit School, Inc. Project) Series 2008 VRDN (Branch Banking & Trust Co. LOC), 0.04%, 11/07/14 (c)		1,975		1,975,000
North Carolina Medical Care Commission Hospital RB (Moses Cone Health System Project) Series 2001B VRDN (BMO Harris Bank N.A. SBPA), 0.07%, 11/03/14 (c)		8,765		8,765,000
North Carolina Medical Care Commission Hospital RB (Southeastern Regional Medical Center Project) Series 2005 VRDN (Branch Banking & Trust Co. LOC), 0.04%, 11/07/14 (c)		1,460		1,460,000
North Carolina Medical Care Commission RB (Duke University Health System Project) Series 2012-A MB, 4.00%, 6/01/15		255		260,700
Raleigh GO (Public Improvements Project) Series 2005 MB, 4.00%, 2/01/15		650		656,131
Raleigh RB (Comb Enterprise System Project) Series 2008B VRDN (Wells Fargo Bank N.A. SBPA), 0.05%, 11/07/14 (c)		15,805		15,805,000

Municipal Bonds	Par   (000)		Value
North Carolina (concluded)
Raleigh RB Series 2009 VRDN 7 Month Window, 0.15%, 5/29/15 (c)	$	3,940	$	3,940,000
Winston-Salem RB Series 2012A MB, 4.00%, 3/01/15		1,580		1,599,838
				77,676,501
Ohio — 1.2%
Franklin County RB (Ohio Health Corp. Project) Series 2011C Mandatory Put Bonds, 0.08%, 6/03/15 (c)		4,500		4,500,000
Lucas County GO (Limited Tax Notes Improvements Project) Series 2014, 1.00%, 7/14/15		1,370		1,377,865
Ohio GO (Buckeye Savers Project) Series 2014-K MB, 5.00%, 5/01/15		125		128,004
Ohio GO (Higher Education Project) Series 2006-A MB, 4.00%, 5/01/15		100		101,902
Ohio GO (Infrastructure Improvement Project) Series 2012-A MB, 3.00%, 2/01/15		2,510		2,527,747
Ohio GO (Job Ready Site Development Project) Series 2011-A MB, 3.00%, 5/01/15		200		202,845
Ohio Higher Educational Facility Commission RB (Case Western Reserve University Project) Series 2002A VRDN (Wells Fargo Bank N.A. SBPA), 0.08%, 11/03/14 (c)		2,600		2,600,000
Ohio RB (Garvee Project) Series 2010-3 MB, 5.00%, 12/15/14		530		532,893
Ohio RB (Mental Health Facility Improvement Project) Series 2013-A MB, 2.00%, 2/01/15		600		602,762
Ohio State University GO Series 2014B-2 VRDN, 0.03%, 11/07/14 (c)		5,000		5,000,000
Ohio State University RB Series 2008B VRDN, 0.03%, 11/07/14 (c)		2,600		2,600,000
				20,174,018
Oklahoma — 0.5%
Oklahoma City GO Series 2012 MB, 4.00%, 3/01/15		100		101,254
Tulsa IDRB (St. Francis Health System Project) Austin Trust Series 2008-3500 VRDN (Bank of America N.A. SBPA), 0.07%, 11/07/14 (a)(b)(c)		8,092		8,092,000
				8,193,254
Pennsylvania — 2.3%
Chester County Health & Education Facilities Authority RB (AICUP Financing Project) Series 2013 VRDN (Manufacturers and Traders Trust Co. LOC), 0.07%, 11/07/14 (c)		11,510		11,510,000
Cumberland County Municipal Authority RB (Diakon Lutheran Social Project) Series 2014 VRDN (Manufacturers and Traders Trust Co. LOC), 0.05%, 11/07/14 (c)		1,500		1,500,000
Lancaster County Hospital Authority RB (Luthercare Project) Series 2010 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		10,215		10,215,000
Lycoming County Authority RB (AICUP Financing Program Project) Series 2013 VRDN (Manufacturers and Traders Trust Co. LOC), 0.07%, 11/07/14 (c)		4,175		4,175,000
Philadelphia GO (Multi-Modal Project) Series 2009B VRDN (The Bank of New York Mellon Corp. LOC), 0.05%, 11/07/14 (c)		2,700		2,700,000
Southcentral General Authority RB (Homewood Hanover Project) Series 2003 VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (c)		4,550		4,550,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 39

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Pennsylvania (concluded)
University of Pittsburgh RB Series B-2 TEPC, 0.07%, 11/18/14	$	2,800	$	2,800,000
				37,450,000
South Carolina — 0.3%
Berkeley County GO Series 2010 MB, 5.00%, 3/01/15		3,330		3,382,715
Columbia Waterworks & Sewer System RB Series 2013 MB, 4.00%, 2/01/15		200		201,887
Richland County GO (Fire Protection Service Project) Series 2012B MB, 4.00%, 3/01/15		800		810,071
				4,394,673
Tennessee — 1.2%
Blount County Public Building Authority RB (Local Government Public Improvement Project) Series 2009E-8-A VRDN (Branch Banking & Trust Co. LOC), 0.04%, 11/07/14 (c)		1,500		1,500,000
Metropolitan Government of Nashville & Davidison County Electric RB Series 2014A MB, 2.00%, 5/15/15		1,215		1,226,958
Montgomery County Public Building Authority Pooled Financing RB (Tennessee County Loan Pool Project) Series 1995 VRDN (Bank of America N.A. LOC), 0.08%, 11/07/14 (c)		3,365		3,365,000
Nashville & Davidson County Metropolitan Government RB TECP, 0.11%, 1/05/15		12,500		12,500,000
Tennessee GO Series 2009A MB, 5.00%, 5/01/15		300		307,068
				18,899,026
Texas — 8.8%
Arlington ISD (School Building Project) GO Series 2014A MB, 1.00%, 2/15/15		3,365		3,373,507
Austin Water & Wastewater System Revenue RB Series 2012 MB, 5.00%, 11/15/14		600		600,956
Brownsville Utility System RB SPEARS Series 2008DBE-533 VRDN (Deutsche Bank A.G. Credit Agreement, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		3,435		3,435,000
College Station GO (Refunding and Improvement Project) Series 2014 MB, 2.00%, 2/15/15		500		502,573
Dallas Area Rapid Transit RB Series 2008 MB, 5.00%, 12/01/14		15		15,054
Garland GO (RBC Capital Markets LLC LOC) TECP, 0.11%, 12/04/14		10,340		10,340,000
Gulf Coast IDRB (Exxon Mobil Project) Series 2012 VRDN, 0.07%, 11/03/14 (c)		30,000		30,000,000
Harris County Metropolitan Transit Authority RB (Contractual Obligations Project) Series 2010 MB, 4.00%, 11/01/14		500		500,000
Lubbock County GO Series 2013 MB, 3.00%, 2/15/15		100		100,771
North Texas Tollway Authority RB Series 2005A MB (AGM Insurance), 5.00%, 1/01/15 (d)		3,035		3,071,719
Port of Arthur Navigation District Industrial Development Corp. RB (Total Petrochemicals Project) Series 2012 VRDN (Total S.A. Credit Agreement), 0.06%, 11/07/14 (c)		24,300		24,300,000
Port of Port Arthur Navigation District RB (Atofina Project) Series 2002C VRDN (Total Petrochemicals USA, Inc. Corporate Underlier), 0.06%, 11/07/14 (c)		1,500		1,500,000
San Antonio Electric Gas RB Series A TEPC, 0.08%, 2/05/15		20,000		20,000,000

Municipal Bonds	Par   (000)		Value
Texas (concluded)
San Antonio GO (General Improvement Project) Series 2013 MB, 4.00%, 2/01/15	$	140	$	141,317
Southlake GO (Waterworks and Sewer System Project) Series 2014 MB, 3.00%, 2/15/15		550		554,435
Tarrant County Cultural Education Facilities Finance Corp. RB (Christus Health Project) Series 2008C-4 VRDN (Bank of Montreal LOC), 0.05%, 11/07/14 (c)		12,390		12,390,000
Tarrant County Cultural Education Facility Finance Corp. RB (Texas Health Resources Project) Austin Trust Series 2008-1201 VRDN (Bank of America N.A. SBPA), 0.07%, 11/07/14 (a)(b)(c)		5,795		5,795,000
Texas GO Series 2014 MB, 1.50%, 8/31/15		20,000		20,225,500
Texas Industrial Development Corp. RB (NRG Energy, Inc. Project) Series 2012 VRDN (Bank of America N.A. LOC), 0.06%, 11/07/14 (c)		2,600		2,600,000
Texas Public Finance Authority RB (Unemployment Compensation Project) Series 2010B MB, 5.00%, 7/01/15		2,200		2,270,382
University of Texas RB MB, 5.25%, 8/15/15		165		171,361
Wylie GO Series 2008 MB, 4.00%, 2/15/15		250		252,632
				142,140,207
Utah — 0.9%
Salt Lake County GO Series 2011C MB, 5.00%, 12/15/14		700		703,892
Weber County Hospital RB (IHC Health Services, Inc. Project) Series 2000B VRDN (U.S. Bank N.A. SBPA), 0.05%, 11/07/14 (c)		14,200		14,200,000
				14,903,892
Virginia — 1.3%
Arlington County IDRB (Woodbury Park Project) Series 2005A VRDN (Freddie Mac Guaranty), 0.05%, 11/07/14 (c)		2,370		2,370,000
Fairfax County GO (Public Improvement Project) Series 2011A MB, 5.00%, 4/01/15		825		841,464
Fairfax County IDRB (Inova Health Systems Project) Series 2012 VRDN 7 Month Window, 0.13%, 5/29/15 (c)		6,885		6,885,000
Newport News GO (General Improvement and Water Project) Series 2002B MB, 5.25%, 7/01/15		390		403,144
Spotsylvania County Economic Development Authority RB Series 2014 MB, 2.00%, 6/01/15		330		333,321
Spotsylvania County GO Series 2014 MB, 2.00%, 1/15/15		980		983,692
Suffolk GO Series 2014 MB, 3.00%, 2/01/15		670		674,718
University of Virginia RB Eagle Trust Receipts Series 2014-0048-A VRDN (Citibank N.A. Liquidity Facility), 0.06%, 11/07/14 (a)(b)(c)		3,220		3,220,000
Upper Occoquan Sewage Authority RB Series 2005 MB (AGM Insurance), 5.00%, 7/01/15		700		722,394
Virginia Beach Development Authority RB Series 2014A MB, 2.00%, 5/01/15		415		418,709
Virginia Beach GO (Public Improvements Project) Series 2014A MB, 5.00%, 5/01/15		1,455		1,489,788
Virginia College Building Authority RB (21st Century College and Equipment Project) Series 2009D MB, 2.25%, 2/01/15		560		562,900
Virginia College Building Authority RB (21st Century College and Equipment Project) Series 2012 MB, 5.00%, 2/01/15		1,040		1,052,447

See Notes to Financial Statements.

40 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	MuniFund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
Virginia (concluded)
Virginia College Building Authority RB (21st Century College Project) Series 2009C MB, 4.00%, 2/01/15	$	1,070	$	1,080,172
				21,037,749
Washington — 2.8%
Chelan County Public Utility District No. 1 RB Eclipse Funding Trust Series 2007C-0047 VRDN (U.S. Bank N.A. LOC, U.S. Bank N.A. SBPA), 0.05%, 11/07/14 (a)(b)(c)		11,310		11,310,000
King County Sewer Revenue RB Eagle Trust Receipts Series 20140047-A VRDN (AGM Insurance, Citibank N.A. Liquidity Facility), 0.06%, 11/07/14 (a)(b)(c)		5,440		5,440,000
King County Waste & Sewer GO Series 2013-A TECP, 0.12%, 12/03/14		21,280		21,280,000
Washington State Housing Finance Commission RB (Kitts Corner Apartment Project) VRDN (Federal Home Loan Bank LOC, East West Bank LOC), 0.06%, 11/07/14 (c)		7,000		7,000,000
				45,030,000
Wisconsin — 5.3%
Kenosha GO Series 2014 MB, 2.00%, 4/01/15		2,810		2,831,072
Madison Area Technical College GO Series 2014-15A MB, 2.00%, 3/01/15		1,310		1,317,886
Wisconsin GO Series 2008 TECP:
0.10%, 11/05/14		15,000		15,000,000
0.10%, 12/01/14		33,325		33,325,000
0.10%, 12/04/14		8,000		8,000,000
Wisconsin Health & Educational Facilities Authority RB (Ascension Health Alliance Senior Credit Group Project) Series 2013B VRDN, 0.11%, 5/29/15 (c)		5,410		5,410,000

Municipal Bonds	Par   (000)		Value
Wisconsin (concluded)
Wisconsin Health & Educational Facilities Authority RB (Oakwood Village Project) Series 2000B VRDN (BMO Harris Bank N.A. LOC), 0.05%, 11/07/14 (c)	$	4,105	$	4,105,000
Wisconsin Petroleum Inspection RB Series 2014 TECP, 0.12%, 11/05/14		15,500		15,500,000
				85,488,958
Total Municipal Bonds — 98.4%				1,588,368,331
Closed-End Investment Companies (a)(c)
California — 0.2%
Nuveen California AMT-Free Municipal Income Fund Series 2010-4 VRDP (Citibank N.A. Liquidity Facility), 0.10%, 11/07/14		2,500		2,500,000
New York — 0.1%
Nuveen New York AMT-Free Municipal Income Fund, Inc. Series 2013-3 VRDP (Citibank N.A. Liquidity Facility), 0.10%, 11/07/14		1,800		1,800,000
Total Closed-End Investment Companies — 0.3%				4,300,000
Total Investments (Cost — $1,592,668,331*) — 98.7%				1,592,668,331
Other Assets Less Liabilities — 1.3%				21,099,174
Net Assets — 100.0%			$	1,613,767,505

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) 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.

(b) These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities.

(c) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

(d) U.S. Government securities, held in escrow, are used to pay interest on this security, as well as to retire the bond in full at the date indicated, typically at a premium to par.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 41

Schedule of Investments (concluded) MuniFund

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities1		—	$	1,592,668,331		—	$	1,592,668,331

¹  See above Schedule of Investments for values in each state.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $73,878 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

42 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments October 31, 2014	California Money Fund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
California — 96.2%
Alameda County Joint Powers Authority RB Series 2012 MB, 4.00%, 12/01/14	$	205	$	208,263
Anaheim Redevelopment Agency Tax Allocation SPEARS Series 2007DB-470 VRDN (Deutsche Bank A.G. Credit Agreement, Deutsche Bank A.G. SBPA), 0.14%, 11/07/14 (a)(b)(c)		3,215		3,215,000
Bay Area Toll Authority Toll Bridge RB (San Francisco Bay Area Project) RB Municipal Trust Receipts Floaters Series 2001-4740 VRDN (Bank of America N.A. SBPA), 0.08%, 11/07/14 (a)(b)(c)		1,750		1,750,000
Bay Area Toll Authority Toll Bridge RB (San Francisco Bay Area Project) RB Series 2008C-1 VRDN (Sumitomo Mitsui Banking LOC), 0.04%, 11/07/14 (c)		7,000		7,000,000
Bay Area Toll Authority Toll Bridge RB (San Francisco Bay Area Project) RB Series 2008E-1 VRDN (Bank of Tokyo-Mitsubishi UFJ Ltd. LOC), 0.04%, 11/07/14 (c)		2,495		2,495,000
Bay Area Toll Authority Toll Bridge RB Series 2007-D-2 VRDN (Bank of America N.A. SBPA), 0.04%, 11/07/14 (c)		3,100		3,100,000
Burbank Wastewater Treatment RB Series 2014 MB, 5.00%, 6/01/15		100		102,787
California Community College Financing Authority RB (Participation Project) Series 2014C, 2.00%, 12/31/14		1,000		1,002,926
California Community College Fund RB Series 2014A, 2.00%, 6/30/15		3,600		3,643,981
California Community College Fund RB Series 2014B, 2.00%, 6/30/15		300		303,486
California Department of Water Resources RB Series 2010L MB, 5.00%, 5/01/15		200		204,792
California GO Municipal Trust Receipts Floaters Series 2007-2178 VRDN (Wells Fargo Bank N.A. Credit Agreement, Wells Fargo Bank N.A. SBPA), 0.08%, 11/07/14 (a)(b)(c)		16,980		16,980,000
California GO Municipal Trust Receipts Floaters Series 2008-2661 VRDN (Wells Fargo Bank N.A. Credit Agreement, Wells Fargo Bank N.A. SBPA), 0.08%, 11/07/14 (a)(b)(c)		4,000		4,000,000
California GO Series 2005A-1-2 VRDN (Royal Bank of Canada LOC), 0.03%, 11/07/14 (c)		3,500		3,500,000
California GO Series 2007 MB, 5.00%, 11/01/14		200		200,000
California Health Facilities Financing Authority RB (Catholic Healthcare West Project) Series 1988B VRDN (JPMorgan Chase Bank N.A. LOC), 0.06%, 11/07/14 (c)		2,000		2,000,000
California Health Facilities Financing Authority RB (Scripps Health Project) Series 2010B VRDN (JPMorgan Chase Bank N.A. LOC), 0.03%, 11/07/14 (c)		6,500		6,500,000
California Health Facilities Financing Authority RB (Stanford Hospital Clinics Project) Series 2012C VRDN 7 Month Window, 0.13%, 5/29/15 (c)		3,000		3,000,000
California Health Facilities Financing Authority RB SPEARS (Dignity Health Project) Series 2012-DBE-1083 VRDN (Deutsche Bank A.G. Credit Agreement, Deutsche Bank A.G. SBPA), 0.15%, 11/07/14 (a)(b)(c)		3,000		3,000,000
California Infrastructure & Economic Development Bank RB (Pacific Gas & Electric Co. Project) Series 2009A VRDN (Union Bank N.A. LOC), 0.08%, 11/03/14 (c)		8,800		8,800,000

Municipal Bonds	Par   (000)		Value
California (continued)
California Infrastructure & Economic Development Bank RB (Pacific Gas & Electric Co. Project) Series 2009D VRDN (Sumitomo Mitsui Banking Corp. LOC), 0.05%, 11/03/14 (c)	$	1,800	$	1,800,000
California Pollution Control Financing Authority PCRB (Air Products & Chemicals Project) Series 1997 VRDN, 0.07%, 11/03/14 (c)		2,200		2,200,000
California Pollution Control Financing Authority PCRB (Air Products & Chemicals Project) Series 1997B VRDN, 0.07%, 11/03/14 (c)		2,900		2,900,000
California RB Series 2014-15 RAN, 1.50%, 6/22/15		5,000		5,043,907
California School Cash Reserve Program Authority RB Series 2014M, 2.00%, 12/31/14		1,000		1,002,926
California State Health Facilities Financing Authority RB (Providence Health Service Project) Series 2009-4646 VRDN (Bank of America N.A. SBPA), 0.06%, 11/07/14 (a)(c)		2,700		2,700,000
California State University RB (Systemwide Project) Series 2009A MB, 3.50%, 11/01/14		100		100,000
Chino Basin Regional Financing Authority RB (Inland Empire Utility Project) Series 2008B VRDN (Union Bank N.A. LOC), 0.05%, 11/07/14 (c)		1,800		1,800,000
Contra Costa Water District RB Series 2012A MB, 0.09%, 2/12/15		3,500		3,500,000
East Bay Municipal Utility District Water System Series 2014E TECP:
0.10%, 1/07/15		4,000		4,000,000
0.10%, 1/08/15		1,900		1,900,000
0.09%, 2/12/15		5,700		5,700,000
Fontana Unified School District GO PUTTERS Series 2008-2668 VRDN (AGM Insurance, JPMorgan Chase Bank N.A. SBPA), 0.13%, 11/07/14 (a)(b)(c)		1,000		1,000,000
Fresno Unified School District GO Series 2014 MB, 4.00%, 8/01/15		600		617,173
Irvine Ranch Water District Special Assessment (Improvement District Consolidated Project) Series 2009B VRDN (Bank of America N.A. LOC), 0.06%, 11/03/14 (c)		3,400		3,400,000
Kern Community College District COP Series 2014, 0.15%, 4/01/15 (c)		2,000		2,000,000
Los Angeles County Metropolitan Transportation Authority RB (Measure R Project) Series 2010B MB, 3.00%, 6/01/15		250		254,050
Los Angeles County Metropolitan Transportation Authority RB (Proposition A Project) Series 2013 MB, 5.00%, 7/01/15		100		103,191
Los Angeles County Metropolitan Transportation Authority RB (Proposition C Project) Series 2013B MB, 4.00%, 7/01/15		1,000		1,025,446
Los Angeles County Metropolitan Transportation Authority RB (Proposition C Project) Series 2013C MB, 5.00%, 7/01/15		800		825,593
Los Angeles County Schools RB (Pooled Transportation Project) Series 2014B-3, 2.00%, 12/31/14		500		501,477
Los Angeles County Schools RB (Pooled Transportation Project) Series 2014B-4, 2.00%, 12/31/14		600		601,764

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 43

Schedule of Investments (continued) California Money Fund

Municipal Bonds	Par   (000)		Value
California (continued)
Los Angeles Department of Water & Power System RB Series 2011A MB, 5.00%, 7/01/15	$	100	$	103,205
Los Angeles Department of Water & Power System RB Series 2013A MB, 1.00%, 7/01/15		400		402,168
Los Angeles Unified School District GO Series 2007A-1 MB (AGM Insurance), 4.00%, 7/01/15		150		153,706
Los Angeles Wastewater System RB (Bank of New York Mellon LOC), 0.07%, 11/20/14		2,000		2,000,000
Milpitas Unified School District GO (Election 2012 Project) Series 2014B MB, 1.00%, 8/01/15		500		503,195
Milpitas Unified School District GO Series 2014 MB, 1.00%, 8/01/15		300		301,917
Modesto Wastewater Revenue RB Series 2005A MB, 5.00%, 11/01/14		200		200,000
Ohlone Community College District GO (Election 2010) Series 2014B MB:
1.00%, 11/01/14		800		800,000
1.00%, 8/01/15		545		548,487
Palos Verdes Peninsula Unified School District GO (Capital Appreciation 2005 Measure R Project) SPEARS Series 2006-445 VRDN (Deutsche Bank A.G. Credit Agreement, Deutsche Bank A.G. SBPA), 0.16%, 11/07/14 (a)(b)(c)		900		900,000
Pasadena Unified School District GO Series 2004 MB, 5.00%, 11/01/14		290		290,000
Poway Unified School District GO (School Facilities Improvement District Project) Series 2014 MB, 3.00%, 8/01/15		140		142,955
San Bernardino County Housing Authority RB (Raintree Apartment Project) Series 2005A VRDN (Federal Home Loan Bank LOC), 0.06%, 11/07/14 (c)		3,000		3,000,000
San Diego County Regional Airport Authority RB Series 2013A MB, 3.00%, 7/01/15		150		152,758
San Diego County Water Authority Series 2014 TECP (Bank of Tokyo Mitsubishi UFJ Ltd. SBPA), 0.09%, 1/14/15		1,000		1,000,000
San Diego Water Authority Series 2014 TECP, 0.05%, 11/04/14		1,000		1,000,000
San Francisco City & County Airports Commission RB (San Francisco International Airport Project) Series 2011B-2 MB, 5.00%, 5/01/15		50		51,185

Municipal Bonds	Par   (000)		Value
California (concluded)
San Francisco City & County GO Series 2008R1 MB, 5.00%, 6/15/15	$	100	$	102,979
San Francisco Municipal Transportation Agency RB Series 2012A MB, 4.00%, 3/01/15		100		101,244
San Francisco Public Utilities Commission Water RB Series 2009 MB, 5.00%, 11/01/14		100		100,000
San Francisco Unified School District GO (Prop A Election 2006 Project) Series 2007A MB (AGM Insurance), 5.00%, 6/15/15		75		77,187
San Joaquin County Transportation Authority RB (Measure K Project) Series 2014 MB, 1.00%, 3/01/15		500		501,400
San Joaquin Delta Community College District GO (Election 2004) Series 2014C MB, 1.00%, 8/01/15		1,000		1,006,239
Southern California Metropolitan Water District RB Series 2011B MB:
3.00%, 7/01/15		100		101,873
5.00%, 7/01/15		100		103,206
Southern California Public Power Authority RB (Southern Transmission Project) Series 2011 MB, 5.00%, 7/01/15		600		619,115
University of California RB Series 2011AB MB, 5.00%, 5/15/15		800		820,732
University of California RB Series 2013AL-4 VRDN, 0.04%, 11/07/14 (c)		5,250		5,250,000
Ventura Unified School District GO Series 2014 MB, 2.00%, 8/01/15		50		50,684
Total Municipal Bonds — 96.2%				134,365,997
Closed-End Investment Companies (a)(c)
California — 3.6%
Nuveen California AMT-Free Municipal Income Fund Series 2010-4 VRDP (Citibank N.A. Liquidity Facility), 0.10%, 11/07/14		5,000		5,000,000
Total Investments (Cost — $139,365,997*) — 99.8%				139,365,997
Other Assets Less Liabilities — 0.2%				233,991
Net Assets — 100.0%			$	139,599,988

Notes to Schedule of Investments

* Cost for federal income tax purposes.

(a) 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.

(b) These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities.

(c) Variable rate security. Rate shown is as of report date and maturity shown is the date the principal owed can be recovered through demand.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

See Notes to Financial Statements.

44 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (concluded) California Money Fund

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2			Level 3		Total
Assets:
Investments:
Short-Term Securities1		—		$	139,365,997		—		$	139,365,997

¹  See above Schedule of Investments for values in the state.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $70,119 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 45

Schedule of Investments October 31, 2014	New York Money Fund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
New York — 95.6%
Bronxville Unified Free School District GO Series 2014 BAN, 1.00%, 9/18/15	$	800	$	806,531
Burnt Hills-Ballston Lake Central School District GO Series 2014 BAN, 1.00%, 6/26/15		1,120		1,125,466
Center Moriches Union Free School District GO Series 2014 TAN, 1.00%, 6/26/15		275		276,095
Dutchess County IDRB (Marist College Marist College Civic Facility A Project) Series 2000 VRDN (TD Bank N.A. LOC), 0.05%, 11/07/14 (a)		1,000		1,000,000
East Aurora Union Free School District GO Series 2014 BAN, 1.00%, 6/18/15		500		502,172
Erie County Industrial Development Agency RB PUTTERS (City School District of the City of Buffalo Project) Series 2008-2946 DN (FSA Insurance, JPMorgan Chase Bank Liquidity Facility), 0.10%, 11/07/14 (a)(b)(c)		1,000		1,000,000
Franklin County Civic Development Corp. RB (Alice Hyde Medical Center) Series 2013 VRDN (HSBC Bank USA N.A. LOC), 0.05%, 11/07/14 (a)		1,000		1,000,000
Gorham-Middlesex Central School District GO Series 2014 BAN, 1.00%, 7/08/15		1,370		1,376,749
Greece GO Series 2014 BAN, 1.00%, 6/26/15		970		974,734
Huntington GO Series 2014 BAN, 0.50%, 12/18/14		1,180		1,180,462
Hyde Park Central School District GO Series 2014 BAN, 0.50%, 6/26/15		2,020		2,021,340
Irondequoit GO Series 2014C BAN, 1.00%, 4/24/15		1,335		1,339,399
Kinderhook Central School District GO Series 2014 BAN, 1.00%, 6/25/15		1,100		1,105,056
Lagrange GO Series 2014B BAN, 1.00%, 3/27/15		1,110		1,113,052
Lancaster Township GO Series 2014 BAN, 1.00%, 7/29/15		1,000		1,005,191
Landsingburgh Central School District GO Series 2014 BAN, 1.00%, 7/10/15		1,144		1,150,139
Long Island Power Authority RB Municipal Trust Receipts Floaters Series 2006-1428 VRDN (Berkshire Hathaway Assurance Corp. Insurance, Morgan Stanley Bank Liquidity Agreement), 0.06%, 11/07/14 (a)(b)(c)		1,000		1,000,000
Long Island Power Authority RB Series 1998-1B VRDN (State Street Bank & Trust Co. LOC), 0.07%, 11/03/14 (a)		5,300		5,300,000
Metropolitan Transportation Authority RB (New York Transportation Project) Series 2012C MB, 4.00%, 11/15/14		710		710,891
Metropolitan Transportation Authority RB (Transportation Project) Series 2011A MB, 5.00%, 11/15/14		100		100,153
Metropolitan Transportation Authority RB Series 2002B-1 VRDN (State Street Bank & Trust Co. LOC), 0.04%, 11/07/14 (a)		5,000		5,000,000
Metropolitan Transportation Authority RB Series 2008A-1 VRDN (Royal Bank of Canada LOC), 0.07%, 11/03/14 (a)		7,000		7,000,000
Metropolitan Transportation Authority RB Series 2010A-1 MB, 4.00%, 11/15/14		100		100,124
Metropolitan Transportation Authority RB Series 2012B-2 MB, 3.00%, 11/01/14		430		430,000
New Rochelle GO (Public Improvements Project) Series 2014 MB, 2.00%, 3/01/15		80		80,436
New Rochelle GO Series 2014A BAN, 1.00%, 3/06/15		975		977,192

Municipal Bonds	Par   (000)		Value
New York (continued)
New York City GO Series 1995F-4 VRDN (Landesbank Hessen-Thuringen Girozentrale LOC), 0.04%, 11/07/14 (a)	$	900	$	900,000
New York City GO Series 1995F-5 VRDN (Bayerische Landesbank Girozentrale LOC), 0.05%, 11/07/14 (a)		2,275		2,275,000
New York City GO Series 2002C-2 VRDN (Bayerische Landesbank Girozentrale LOC), 0.05%, 11/07/14 (a)		3,770		3,770,000
New York City GO Series 2012G-5 VRDN (Wells Fargo Bank N.A. SBPA), 0.06%, 11/03/14 (a)		200		200,000
New York City GO Series 2012G-7 VRDN (Bank of Tokyo-Mitsubishi UFJ Ltd. LOC), 0.06%, 11/03/14 (a)		1,200		1,200,000
New York City Housing Development Corp. RB (50th Avenue Development Project) Series 2013A VRDN (Wells Fargo Bank N.A. LOC), 0.04%, 11/07/14 (a)		1,100		1,100,000
New York City Housing Development Corp. RB Series 2012K-2 VRDN (Wells Fargo Bank N.A. LOC), 0.04%, 11/07/14 (a)		4,565		4,565,000
New York City IDRB (New York Law School Project) Series 2006A VRDN (JPMorgan Chase Bank N.A. LOC), 0.03%, 11/07/14 (a)		4,500		4,500,000
New York City Municipal Water Finance Authority RB (2nd General Fiscal Resolution Project) Series 2013 VRDN (Mizuho Corporate Bank Ltd. SBPA), 0.07%, 11/03/14 (a)		1,800		1,800,000
New York City Municipal Water Finance Authority RB (2nd General Resolution Project) Series 2013 VRDN (Bank of Montreal SBPA), 0.07%, 11/03/14 (a)		2,000		2,000,000
New York City Municipal Water Finance Authority RB (Second General Resolution Project) Series 2006-CC2 VRDN (Bank of Nova Scotia SBPA), 0.07%, 11/03/14 (a)		1,300		1,300,000
New York City Municipal Water Finance Authority RB Series 2011A-2 VRDN (Mizuho Corporate Bank Ltd. SBPA), 0.06%, 11/03/14 (a)		2,670		2,670,000
New York City Municipal Water Finance Authority RB Series 2015-BB VRDN (Mizuho Bank Ltd. SBPA), 0.07%, 11/03/14 (a)		1,900		1,900,000
New York City Municipal Water Finance Authority Water & Sewer System RB (Second General Resolution Project) Series 2010DD-1 VRDN (TD Bank N.A. SBPA), 0.06%, 11/03/14 (a)		3,000		3,000,000
New York City Transitional Finance Authority Future Tax Secured Revenue RB Series 2007 MB, 5.00%, 11/01/14		100		100,000
New York City Transitional Finance Authority Future Tax Secured Revenue RB Series 2012A-4 VRDN (Northern Trust SBPA), 0.06%, 11/03/14 (a)		900		900,000
New York City Transitional Finance Authority Future Tax Secured Revenue RB Series 2012C-5 VRDN (Sumitomo Mitsui Banking Corp. LOC), 0.04%, 11/07/14 (a)		4,800		4,800,000
New York City Transitional Finance Authority RB (New York City Recovery Project) Series 2002-3F VRDN (Royal Bank of Canada SBPA), 0.07%, 11/03/14 (a)		1,500		1,500,000
New York City Trust for Cultural Resources RB (Lincoln Center Project) Series 2008A-2 VRDN (The Bank of New York Mellon Corp. LOC), 0.06%, 11/03/14 (a)		2,050		2,050,000

See Notes to Financial Statements.

46 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Schedule of Investments (continued)	New York Money Fund
	(Percentages shown are based on Net Assets)

Municipal Bonds	Par   (000)		Value
New York (continued)
New York Dormitory Authority RB (City University of New York Project) Series 2008D VRDN (TD Bank N.A. LOC), 0.04%, 11/07/14 (a)	$	2,000	$	2,000,000
New York Dormitory Authority RB (Cornell University Project) Series 2000B VRDN (JPMorgan Chase Bank N.A. SBPA), 0.05%, 11/07/14 (a)		1,775		1,775,000
New York Dormitory Authority RB (Long Island University Project) Series 2006A-2 VRDN (TD Bank N.A. LOC), 0.04%, 11/07/14 (a)		3,500		3,500,000
New York Dormitory Authority RB (Mental Health Services Facilities Improvement Project) Series 2008 MB, 5.00%, 2/15/15		60		60,796
New York Dormitory Authority RB (Wagner College Project) Series 1998 VRDN (TD Bank N.A. LOC), 0.04%, 11/07/14 (a)		3,950		3,950,000
New York Dormitory Authority RB Eagle Trust Receipts Series 2006-0164A VRDN (Citibank N.A. SBPA), 0.06%, 11/07/14 (a)(b)(c)		7,000		7,000,000
New York Dormitory Authority RB Series 2010 ROC-RR-II-R-11843 VRDN (Berkshire Hathaway Assurance Corp. Insurance, Citibank N.A. Liquidity Agreement), 0.06%, 11/07/14 (a)(b)(c)		1,100		1,100,000
New York GO Municipal Trust Receipts Floaters Series 2013-3320 VRDN (Credit Suisse A.G. SBPA), 0.05%, 11/07/14 (a)(b)(c)		1,700		1,700,000
New York HFA RB (175 West 60th Street Project) Series 2012 VRDN (Manufacturers and Traders Trust Co. LOC), 0.04%, 11/07/14 (a)		2,000		2,000,000
New York HFA RB (175 West 60th Street Project) Series 2013 VRDN (Manufacturers and Traders Trust Co. LOC), 0.05%, 11/07/14 (a)		1,500		1,500,000
New York HFA RB (388 Bridge Street Housing Project) Series 2012A VRDN (Manufacturers and Traders Trust Co. LOC), 0.05%, 11/07/14 (a)		300		300,000
New York HFA RB (West 29th Street Housing Project) Series 2012A VRDN (Wells Fargo Bank N.A. LOC), 0.04%, 11/07/14 (a)		1,100		1,100,000
New York Liberty Development Corp. RB (4 World Trade Center Project) SPEARS Series 2011DBE-1327 VRDN (Deutsche Bank A.G. Guaranty, Deutsche Bank A.G. SBPA), 0.16%, 11/07/14 (a)(b)(c)		2,400		2,400,000
New York Local Government Assistance Corp. RB Series 2003-4V VRDN (Bank of America N.A. SBPA), 0.05%, 11/07/14 (a)		6,805		6,805,000
New York State Environmental Facilities Corp. RB (Environment Project) Series 2004A MB, 5.00%, 12/15/14 (d)		100		100,538
New York State Environmental Facilities Corp. RB (Environment Project) Series 2007A MB, 4.00%, 12/15/14		60		60,256
New York State Housing Finance Agency RB Series 2014A VRDN (Bank of New York Mellon LOC), 0.04%, 11/07/14 (a)		3,500		3,500,000
New York State Housing Finance Agency RB Series 2014A VRDN (Wells Fargo Bank N.A. LOC), 0.05%, 11/07/14 (a)		1,400		1,400,000
New York State Housing Finance Agency RB Series 2014A-1 VRDN (Manufactures & Trades Trust Co. LOC), 0.04%, 11/07/14 (a)		1,200		1,200,000
New York State Urban Development Corp. RB (Personal Income Tax Project) Series 2009A-1 MB, 5.00%, 12/15/14		135		135,741
New York Tollway Authority RB Municipal Trust Receipts Floaters Series 2006-1427 VRDN (Morgan Stanley Bank Liquidity Agreement), 0.37%, 11/07/14 (a)(b)(c)		1,120		1,120,000

Municipal Bonds	Par   (000)		Value
New York (concluded)
North Babylon Union Free School District GO Series 2014 BAN, 1.00%, 2/13/15	$	2,700	$	2,706,031
Rensselaer County Civic Facilities IDRB (The Sage Colleges Project) Series 2002A VRDN (Manufacturers and Traders Trust Co. LOC), 0.10%, 11/07/14 (a)		1,100		1,100,000
Rocky Point Union Free School District GO Series 2014-201 BAN, 1.00%, 6/25/15		500		502,372
Saratoga County RB (Saratoga Hospital Project) Series 2014 VRDN (HSBC Bank USA N.A. LOC), 0.05%, 11/07/14 (a)		630		630,000
Seaford Unified Free School District GO Series 2014 TAN (State Aid Withholding Insurance), 1.00%, 6/19/15		1,640		1,647,761
Shenendehowa Central School District GO Series 2014 BAN, 1.00%, 6/25/15		900		904,374
South Country Central School District GO Series 2014-15 BAN, 1.00%, 6/25/15		1,000		1,005,059
Sweet Home Central School District GO Series 2014 BAN, 1.00%, 7/08/15		1,080		1,085,540
Tarrytown GO (Public Improvements Project) Series 2014 MB, 2.00%, 3/15/15		40		40,248
Triborough Bridge & Tunnel Authority RB Austin Trust Series 2008C-1184 VRDN (Bank of America N.A. SBPA), 0.10%, 11/07/14 (a)(b)(c)		700		700,000
Triborough Bridge & Tunnel Authority RB Series 2005B-2A VRDN (CalSTRS LOC), 0.07%, 11/03/14 (a)		1,900		1,900,000
Triborough Bridge & Tunnel Authority RB Series 2005B-2B VRDN (CalSTRS LOC), 0.07%, 11/03/14 (a)		2,300		2,300,000
Triborough Bridge & Tunnel Authority RB Series 2008D MB, 5.00%, 11/15/14		110		110,174
Wappingers Central School District GO Series 2014 BAN, 0.75%, 12/16/14		3,330		3,332,148
Wappingers Central School District GO Series 2014B BAN, 1.00%, 7/10/15		1,070		1,075,314
West Genesee Central School District GO Series 2014 BAN, 1.00%, 10/23/15		1,500		1,508,976
Yonkers IDRB (Consumers Union of United States Project) Series 2005 VRDN (JPMorgan Chase Bank N.A. LOC), 0.06%, 11/07/14 (a)		5,875		5,875,000
Total Municipal Bonds — 95.6%				147,335,510
Closed-End Investment Companies (a)(b)
New York — 4.3%
Nuveen New York AMT-Free Municipal Income Fund, Inc. Series 2013-3 VRDP (Citibank N.A. Liquidity Facility), 0.10%, 11/07/14		6,700		6,700,000
Total Investments (Cost — $154,035,510*) — 99.9%				154,035,510
Other Assets Less Liabilities — 0.1%				122,199
Net Assets — 100.0%			$	154,157,709

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 47

Schedule of Investments (concluded) New York Money Fund

Notes to Schedule of Investments

* Cost for federal income tax purposes.

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

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

(c) These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities.

(d) U.S. Government securities, held in escrow, are used to pay interest on this security, as well as to retire the bond in full at the date indicated, typically at a premium to par.

Ÿ Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes. 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 investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks associated with investing in those securities. The three levels of the fair value hierarchy are as follows:

Ÿ Level 1 — unadjusted quoted prices in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

Ÿ 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)

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

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. For information about the Fund’s policy regarding valuation of investments, please refer to Note 2 of the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy as of October 31, 2014:

	Level 1		Level 2			Level 3		Total
Assets:
Investments:
Short-Term Securities1		—		$	154,035,510		—		$	154,035,510

¹  See above Schedule of Investments for values in the state.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of October 31, 2014, cash of $40,991 is categorized as Level 1 within the disclosure hierarchy.

There were no transfers between levels during the year ended October 31, 2014.

See Notes to Financial Statements.

48 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Statements of Assets and Liabilities

October 31, 2014	Federal Trust Fund		FedFund		TempCash		TempFund		T-Fund
Assets
Investments at value — unaffiliated1	$	240,886,490	$	6,665,389,963	$	1,305,424,952	$	47,328,472,250	$	10,539,687,151
Repurchase agreements at value — affiliated2		—		15,200,000		—		44,500,000		—
Repurchase agreements at value — unaffiliated3		—		5,103,897,000		396,810,000		4,443,920,000		9,541,906,000
Cash		1,088,411		—		379,567		434,563		—
Investments sold receivable		—		—		—		474,734,988		—
Interest receivable		20,149		794,098		446,902		9,575,830		7,188,838
Receivable from Manager		8,612		—		—		—		—
Prepaid expenses		35,353		56,588		46,256		48,630		50,510
Total assets		242,039,015		11,785,337,649		1,703,107,677		52,301,686,261		20,088,832,499
Liabilities
Bank overdraft		—		3,186,006		—		—		4,801,840
Income dividends payable		1,975		43,850		50,050		869,452		104,938
Professional fees payable		34,310		95,421		51,598		258,776		112,538
Transfer agent fees payable		3,644		83,836		28,709		329,257		103,446
Custodian fees payable		2,138		91,555		11,390		274,811		117,334
Printing fees payable		2,125		6,549		4,017		26,559		8,820
Officer’s and Trustees’ fees payable		1,214		22,201		8,423		45,450		17,794
Management fees payable		—		861,394		210,855		7,259,169		719,870
Registration fees payable		140		4		70,883		42,021		33,580
Service and distribution fees payable		66		—		11,971		227,576		—
Other accrued expenses payable		13,922		23,648		30,757		47,989		22,872
Total liabilities		59,534		4,414,464		478,653		9,381,060		6,043,032
Net Assets	$	241,979,481	$	11,780,923,185	$	1,702,629,024	$	52,292,305,201	$	20,082,789,467
Net Assets Consist of
Paid-in capital	$	241,972,732	$	11,780,687,118	$	1,702,295,676	$	52,287,732,872	$	20,081,882,527
Undistributed net investment income		583		98		39,403		18,582		16,667
Undistributed net realized gain		6,166		235,969		293,945		4,553,747		890,273
Net Assets	$	241,979,481	$	11,780,923,185	$	1,702,629,024	$	52,292,305,201	$	20,082,789,467
1       Investments at cost — unaffiliated	$	240,886,490	$	6,665,389,963	$	1,305,424,952	$	47,328,472,250	$	10,539,687,151
2       Repurchase agreements at cost — affiliated		—	$	15,200,000		—		44,500,000		—
3       Repurchase agreements at cost — unaffiliated		—	$	5,103,897,000	$	396,810,000	$	4,443,920,000	$	9,541,906,000

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 49

Statements of Assets and Liabilities (continued)

October 31, 2014	Federal Trust Fund		FedFund		TempCash		TempFund		T-Fund
Net Asset Value
Institutional
Net assets	$	236,113,374	$	10,689,736,736	$	1,489,543,474	$	46,327,087,513	$	18,501,008,768
Shares outstanding4		236,107,396		10,689,523,112		1,489,251,845		46,323,038,400		18,500,173,243
Net asset value	$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Dollar
Net assets	$	3,682,847	$	748,381,757		213,085,550	$	2,673,968,431	$	755,491,488
Shares outstanding4		3,682,753		748,366,163		213,043,831		2,673,732,885		755,457,379
Net asset value	$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Cash Management
Net assets		—	$	3,546,984		—	$	278,181,041	$	629,757,227
Shares outstanding4		—		3,546,914		—		278,156,727		629,728,794
Net asset value		—	$	1.00		—	$	1.00	$	1.00
Cash Reserve
Net assets		—	$	4,561,008		—	$	19,977,405		—
Shares outstanding4		—		4,560,916		—		19,975,659		—
Net asset value		—	$	1.00		—	$	1.00		—
Administration
Net assets	$	2,183,260	$	233,420,558		—	$	2,542,670,170	$	4
Shares outstanding4		2,183,206		233,415,895		—		2,542,447,928		4
Net asset value	$	1.00	$	1.00		—	$	1.00	$	1.00
Select
Net assets		—	$	92,939,925		—	$	424,555,060	$	196,531,120
Shares outstanding4		—		92,938,068		—		424,517,953		196,522,246
Net asset value		—	$	1.00		—	$	1.00	$	1.00
Private Client
Net assets		—	$	6,385,029		—	$	14,738,353		—
Shares outstanding4		—		6,384,902		—		14,737,064		—
Net asset value		—	$	1.00		—	$	1.00		—
Premier
Net assets		—	$	1,951,188		—	$	11,127,228	$	860
Shares outstanding4		—		1,951,149		—		11,126,256		860
Net asset value		—	$	1.00		—	$	1.00	$	1.00

⁴  Unlimited number of shares authorized, $0.001 par value.

See Notes to Financial Statements.

50 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Statements of Assets and Liabilities (continued)

October 31, 2014	Treasury Trust Fund		MuniCash		MuniFund		California Money Fund		New York Money Fund
Assets
Investments at value — unaffiliated1	$	11,154,487,675	$	146,283,217	$	1,592,668,331	$	139,365,997	$	154,035,510
Cash		1,671,566		39,889		73,878		70,119		40,991
Investments sold receivable		—		2,101,319		21,604,462		—		—
Interest receivable		1,046,293		265,614		1,974,080		199,703		117,371
Receivable from Manager		—		—		—		4,219		9,344
Prepaid expenses		46,762		42,653		49,595		19,999		13,210
Total assets		11,157,252,296		148,732,692		1,616,370,346		139,660,037		154,216,426
Liabilities
Investments purchased payable		—		261,729		2,447,655		—		—
Income dividends payable		7,054		1,129		19,877		1,022		1,138
Management fees payable		148,698		1,918		36,021		—		152
Professional fees payable		72,498		35,132		43,199		35,241		35,301
Transfer agent fees payable		57,146		3,198		18,665		3,467		2,174
Custodian fees payable		55,470		1,918		11,057		1,690		1,691
Registration fees payable		17,542		8		8		4,617		14
Officer’s and Trustees’ fees payable		4,803		1,230		3,438		1,146		1,016
Printing fees payable		4,530		1,964		2,536		1,783		1,774
Service and distribution fees payable		—		2,075		—		—		—
Other accrued expenses payable		19,339		17,049		20,385		11,083		15,457
Total liabilities		387,080		327,350		2,602,841		60,049		58,717
Net Assets	$	11,156,865,216	$	148,405,342	$	1,613,767,505	$	139,599,988	$	154,157,709
Net Assets Consist of
Paid-in capital	$	11,156,567,016	$	148,392,142	$	1,613,649,480	$	139,599,988	$	154,156,821
Undistributed net investment income		1,250		10,033		2,300		—		—
Undistributed net realized gain		296,950		3,167		115,725		—		888
Net Assets	$	11,156,865,216	$	148,405,342	$	1,613,767,505	$	139,599,988	$	154,157,709
1       Investments at cost — unaffiliated	$	11,154,487,675	$	146,283,217	$	1,592,668,331	$	139,365,997	$	154,035,510

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 51

Statements of Assets and Liabilities (concluded)

October 31, 2014	Treasury Trust Fund		MuniCash		MuniFund		California Money Fund		New York Money Fund
Net Asset Value
Institutional
Net assets	$	10,367,067,458	$	144,892,104	$	1,219,565,861	$	122,721,237	$	118,277,783
Shares outstanding2		10,366,790,367		144,832,028		1,219,340,202		122,720,267		118,235,119
Net asset value	$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Dollar
Net assets	$	439,496,294		3,513,238	$	49,419,798	$	1,100,632		—
Shares outstanding2		439,484,547		3,511,781		49,410,655		1,100,622		—
Net asset value	$	1.00	$	1.00	$	1.00	$	1.00		—
Cash Management
Net assets		14,777,350		—	$	8,692,639		—	$	20,751,621
Shares outstanding2		14,776,955		—		8,691,030		—		20,744,135
Net asset value	$	1.00		—	$	1.00		—	$	1.00
Administration
Net assets	$	335,524,114		—	$	315,869,417	$	1,253,064	$	5,416,990
Shares outstanding2		335,515,147		—		315,810,970		1,253,054		5,415,036
Net asset value	$	1.00		—	$	1.00	$	1.00	$	1.00
Select
Net assets		—		—	$	17,580,456	$	10,227,949	$	7,493,280
Shares outstanding2		—		—		17,577,203		10,227,868		7,490,577
Net asset value		—		—	$	1.00	$	1.00	$	1.00
Private Client
Net assets		—		—	$	1,817,190	$	4,280,234	$	1,826,543
Shares outstanding2		—		—		1,816,854		4,280,200		1,825,883
Net asset value		—		—	$	1.00	$	1.00	$	1.00
Premier
Net assets		—		—	$	822,144	$	16,872	$	391,492
Shares outstanding2		—		—		821,992		16,872		391,351
Net asset value		—		—	$	1.00	$	1.00	$	1.00

²  Unlimited number of shares authorized, $0.001 par value.

See Notes to Financial Statements.

52 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Statements of Operations

Year Ended October 31, 2014	Federal Trust Fund			FedFund			TempCash			TempFund			T-Fund
Investment Income
Interest — unaffiliated	$	197,575		$	13,488,077		$	5,890,935		$	101,423,435		$	11,817,341
Interest — affiliated		—			17,378			—			64,945			—
Total investment income		197,575			13,505,455			5,890,935			101,488,380			11,817,341
Expenses
Management		649,727			26,495,630			7,832,435			90,719,426			34,529,715
Registration		47,042			90,516			76,022			104,026			81,800
Professional		39,287			159,135			58,918			480,642			193,747
Service and distribution — class specific		30,521			2,691,746			987,098			14,831,518			8,232,520
Printing		20,689			51,235			22,791			144,404			60,080
Transfer agent		19,860			490,706			135,446			1,810,858			599,994
Custodian		8,921			377,981			81,047			1,210,936			426,961
Officer and Trustees		6,179			179,839			36,689			620,252			249,733
Miscellaneous		38,185			193,629			84,037			650,026			244,702
Total expenses		860,411			30,730,417			9,314,483			110,572,088			44,619,252
Less management fees waived		(630,870	)		(15,656,437	)		(3,717,344	)		(9,106,148	)		(26,044,050	)
Less service and distribution fees waived — class specific		(30,521	)		(2,691,746	)		(827,269	)		(14,087,658	)		(8,232,520	)
Less expenses reimbursed by Manager		(21,877	)		—			—			—			—
Total expenses after fees waived and/or reimbursed and paid indirectly		177,143			12,382,234			4,769,870			87,378,282			10,342,682
Net investment income		20,432			1,123,221			1,121,065			14,110,098			1,474,659
Realized Gain
Net realized gain from Investments		6,370			217,724			298,517			4,150,893			908,821
Net Increase in Net Assets Resulting from Operations	$	26,802		$	1,340,945		$	1,419,582		$	18,260,991		$	2,383,480

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 53

Statements of Operations (concluded)

Year Ended October 31, 2014	Treasury Trust Fund			MuniCash			MuniFund			California Money Fund			New York Money Fund
Investment Income
Interest	$	4,179,573		$	330,286		$	1,632,023		$	140,302		$	137,255
Expenses
Management		18,494,995			667,668			5,328,469			594,334			532,357
Service and distribution — class specific		806,791			63,880			662,100			116,577			193,417
Transfer agent		365,313			17,792			97,674			18,931			12,809
Custodian		210,923			10,962			43,175			6,375			4,448
Officer and Trustees		116,128			5,090			22,370			4,763			4,719
Professional		110,579			33,829			52,288			43,917			58,277
Registration		63,294			67,794			93,035			27,991			21,102
Printing		40,405			18,728			22,681			21,707			22,274
Miscellaneous		129,124			25,821			59,923			17,299			22,988
Total expenses		20,337,552			911,564			6,381,715			851,894			872,391
Less management fees waived		(15,197,506	)		(538,477	)		(4,409,473	)		(588,203	)		(528,068	)
Less service and distribution fees waived — class specific		(806,791	)		(63,275	)		(662,100	)		(116,577	)		(193,417	)
Less expenses reimbursed by Manager		(156,650	)		(70	)		—			(22,662	)		(27,845	)
Total expenses after fees waived and/or reimbursed		4,176,605			309,742			1,310,142			124,452			123,061
Net investment income		2,968			20,544			321,881			15,850			14,194
Realized Gain
Net realized gain from investments		307,434			3,289			117,481			—			918
Net Increase in Net Assets Resulting from Operations	$	310,402		$	23,833		$	439,362		$	15,850		$	15,112

See Notes to Financial Statements.

54 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Statements of Changes in Net Assets

	Federal Trust Fund						FedFund
	Year Ended October 31,						Year Ended October 31,
Increase (Decrease) in Net Assets:	2014			2013			2014			2013
Operations
Net investment income	$	20,432		$	26,328		$	1,123,221		$	1,299,513
Net realized gain		6,370			10,944			217,724			336,727
Net increase in net assets resulting from operations		26,802			37,272			1,340,945			1,636,240
Distributions to Shareholders From1
Net investment income:
Institutional		(19,361	)		(23,155	)		(1,049,096	)		(1,239,359	)
Dollar		(880	)		(2,992	)		(55,212	)		(47,035	)
Cash Management		—			—			(274	)		(243	)
Cash Reserve		—			—			(362	)		(565	)
Administration		(191	)		(181	)		(9,225	)		(1,389	)
Select		—			—			(8,349	)		(9,818	)
Private Client		—			—			(565	)		(1,097	)
Premier		—			—			(138	)		(106	)
Net realized gain:
Institutional		(10,434	)		(5,617	)		(315,800	)		(90,123	)
Dollar		(622	)		(1,058	)		(16,062	)		(2,412	)
Cash Management		—			—			(75	)		(16	)
Cash Reserve		—			—			(134	)		(1	)
Administration		(92	)		(43	)		(434	)		(101	)
Select		—			—			(2,744	)		(760	)
Private Client		—			—			(188	)		(120	)
Premier		—			—			(16	)		(8	)
Decrease in net assets resulting from distributions to shareholders		(31,580	)		(33,046	)		(1,458,674	)		(1,393,153	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		(10,713,909	)		52,038,107			(1,218,097,143	)		834,766,039
Net Assets
Total increase (decrease) in net assets		(10,718,687	)		52,042,333			(1,218,214,872	)		835,009,126
Beginning of year		252,698,168			200,655,835			12,999,138,057			12,164,128,931
End of year	$	241,979,481		$	252,698,168		$	11,780,923,185		$	12,999,138,057
Undistributed net investment income, end of year	$	583		$	583		$	98		$	98

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

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 55

Statements of Changes in Net Assets (continued)

	TempCash						TempFund						T-Fund
	Year Ended October 31,						Year Ended October 31,						Year Ended October 31,
Increase (Decrease) in Net Assets:	2014			2013			2014			2013			2014			2013
Operations
Net investment income	$	1,121,065		$	2,882,757		$	14,110,098		$	35,225,886		$	1,474,659		$	1,385,955
Net realized gain		298,517			384,590			4,150,893			3,292,448			908,821			1,291,978
Net increase in net assets resulting from operations		1,419,582			3,267,347			18,260,991			38,518,334			2,383,480			2,677,933
Distributions to Shareholders From1
Net investment income:
Institutional		(1,081,592	)		(2,796,328	)		(12,998,350	)		(34,560,130	)		(1,320,968	)		(1,228,879	)
Dollar		(39,473	)		(47,026	)		(472,986	)		(190,832	)		(66,274	)		(58,001	)
Cash Management		—			—			(44,995	)		(23,861	)		(69,149	)		(87,721	)
Cash Reserve		—			—			(3,387	)		(1,354	)		—			—
Administration		—			—			(547,455	)		(449,469	)		—			(54	)
Select		—			—			(40,217	)		(225	)		(17,778	)		(9,408	)
Private Client		—			—			(1,332	)		(8	)		—			—
Premier		—			—			(1,376	)		(7	)		(490	)		(1,892	)
Net realized gain:
Institutional		(332,596	)		(396,397	)		(2,871,868	)		(2,255,959	)		(1,040,550	)		(332,109	)
Dollar		(56,566	)		(43,006	)		(141,032	)		(92,522	)		(54,248	)		(14,070	)
Cash Management		—			—			(13,409	)		(12,911	)		(69,212	)		(26,088	)
Cash Reserve		—			—			(900	)		(606	)		—			—
Administration		—			—			(167,655	)		(138,315	)		—			(93	)
Select		—			—			(30,548	)		(25,228	)		(14,130	)		(2,234	)
Private Client		—			—			(987	)		(876	)		—			—
Premier		—			—			(1,021	)		(908	)		(2,891	)		—
Decrease in net assets resulting from distributions to shareholders		(1,510,227	)		(3,282,757	)		(17,337,518	)		(37,753,211	)		(2,655,690	)		(1,760,549	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		(1,409,687,643	)		(1,062,343,391	)		3,936,523,739			(56,265,604	)		2,510,946,147			(2,131,882,780	)
Net Assets
Total increase (decrease) in net assets		(1,409,778,288	)		(1,062,358,801	)		3,937,447,212			(55,500,481	)		2,510,673,937			(2,130,965,396	)
Beginning of year		3,112,407,312			4,174,766,113			48,354,857,989			48,410,358,470			17,572,115,530			19,703,080,926
End of year	$	1,702,629,024		$	3,112,407,312		$	52,292,305,201		$	48,354,857,989		$	20,082,789,467		$	17,572,115,530
Undistributed net investment income, end of year	$	39,403		$	39,403		$	18,582		$	18,582		$	16,667			—

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

See Notes to Financial Statements.

56 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Statements of Changes in Net Assets (continued)

	Treasury Trust Fund						MuniCash						MuniFund
	Year Ended October 31,						Year Ended October 31,						Year Ended October 31,
Increase (Decrease) in Net Assets:	2014			2013			2014			2013			2014			2013
Operations
Net investment income	$	2,968		$	2,259		$	20,544		$	77,193		$	321,881		$	295,099
Net realized gain		307,434			466,468			3,289			566			117,481			244,788
Net increase in net assets resulting from operations		310,402			468,727			23,833			77,759			439,362			539,887
Distributions to Shareholders From1
Net investment income:
Institutional		(2,841	)		(2,126	)		(18,283	)		(75,788	)		(242,201	)		(241,239	)
Dollar		(81	)		(68	)		(2,261	)		(1,405	)		(8,926	)		(6,484	)
Cash Management		(5	)		(6	)		—			—			(2,238	)		(1,163	)
Administration		(41	)		(59	)		—			—			(64,407	)		(43,734	)
Select		—			—			—			—			(3,577	)		(2,144	)
Private Client		—			—			—			—			(362	)		(239	)
Premier		—			—			—			—			(170	)		(102	)
Net realized gain:
Institutional		(461,114	)		(108,260	)		(396	)		(1,042	)		(178,452	)		(109,947	)
Dollar		(7,778	)		(5,035	)		(70	)		(401	)		(7,210	)		(3,798	)
Cash Management		(692	)		(311	)		—			—			(2,537	)		(227	)
Administration		(6,111	)		(2,733	)		—			—			(52,452	)		(31,496	)
Select		—			—			—			—			(2,767	)		(2,305	)
Private Client		—			—			—			—			(298	)		(177	)
Premier		—			—			—			—			(118	)		(61	)
Decrease in net assets resulting from distributions to shareholders		(478,663	)		(118,598	)		(21,010	)		(78,636	)		(565,715	)		(443,116	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		3,823,129,561			2,090,604,960			(81,909,624	)		(53,315,904	)		69,326,779			(58,116,021	)
Net Assets
Total increase (decrease) in net assets		3,822,961,300			2,090,955,089			(81,906,801	)		(53,316,781	)		69,200,426			(58,019,250	)
Beginning of year		7,333,903,916			5,242,948,827			230,312,143			283,628,924			1,544,567,079			1,602,586,329
End of year	$	11,156,865,216		$	7,333,903,916		$	148,405,342		$	230,312,143		$	1,613,767,505		$	1,544,567,079
Undistributed net investment income, end of year	$	1,250			—		$	10,033		$	10,033		$	2,300		$	2,300

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

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 57

Statements of Changes in Net Assets (concluded)

	California Money Fund						New York Money Fund
	Year Ended October 31,						Year Ended October 31,
Increase (Decrease) in Net Assets:	2014			2013			2014			2013
Operations
Net investment income	$	15,850		$	22,107		$	14,194		$	17,577
Net realized gain		—			14,071			918			800
Net increase in net assets resulting from operations		15,850			36,178			15,112			18,377
Distributions to Shareholders From1
Net investment income:
Institutional		(14,050	)		(18,623	)		(10,555	)		(14,183	)
Dollar		(362	)		(677	)		—			—
Cash Management		—			—			(2,004	)		(1,774	)
Administration		(197	)		(171	)		(601	)		(442	)
Select		(807	)		(2,071	)		(931	)		(1,131	)
Private Client		(433	)		(421	)		(69	)		(28	)
Premier		(1	)		(144	)		(34	)		(19	)
Net realized gain:
Institutional		(12,559	)		—			(615	)		—
Dollar		(310	)		—			—			—
Cash Management		—			—			(108	)		—
Administration		(211	)		—			(42	)		—
Select		(605	)		—			(60	)		—
Private Client		(392	)		—			(3	)		—
Premier		(2	)		—			(2	)		—
Decrease in net assets resulting from distributions to shareholders		(29,929	)		(22,107	)		(15,024	)		(17,577	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		(14,923,921	)		(38,716,728	)		21,327,492			5,240,817
Net Assets
Total increase (decrease) in net assets		(14,938,000	)		(38,702,657	)		21,327,580			5,241,617
Beginning of year		154,537,988			193,240,645			132,830,129			127,588,512
End of year	$	139,599,988		$	154,537,988		$	154,157,709		$	132,830,129

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

See Notes to Financial Statements.

58 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights Federal Trust Fund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0001
Net realized gain		0.0000	1		0.0000	1		0.0001			0.0001			0.0003
Net increase from investment operations		0.0001			0.0001			0.0002			0.0001			0.0004
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0001	)
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0003	)
Total distributions		(0.0001	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0004	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.02	%		0.01	%		0.05	%
Ratios to Average Net Assets
Total expenses		0.33	%		0.32	%		0.33	%		0.33	%		0.32	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.07	%		0.11	%		0.11	%		0.15	%		0.18	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.01	%
Supplemental Data
Net assets, end of year (000)	$	236,113		$	235,349		$	188,110		$	207,357		$	217,013
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0001			0.0001			0.0003
Net increase from investment operations		0.0001			0.0001			0.0002			0.0001			0.0003
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0003	)
Total distributions		(0.0001	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0003	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.02	%		0.01	%		0.03	%
Ratios to Average Net Assets
Total expenses		0.58	%		0.57	%		0.58	%		0.58	%		0.57	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.07	%		0.11	%		0.11	%		0.14	%		0.19	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	3,683		$	15,061		$	10,917		$	16,579		$	23,316

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 59

Financial Highlights (concluded) Federal Trust Fund

	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0001			0.0001			0.0003
Net increase from investment operations		0.0001			0.0001			0.0002			0.0001			0.0003
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0003	)
Total distributions		(0.0001	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0003	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.02	%		0.01	%		0.03	%
Ratios to Average Net Assets
Total expenses		0.43	%		0.42	%		0.43	%		0.43	%		0.42	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.07	%		0.10	%		0.11	%		0.13	%		0.21	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	2,183		$	2,289		$	1,629		$	858		$	508

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

60 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights FedFund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0002			0.0006
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0003			0.0007
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0002	)		(0.0006	)
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0003	)		(0.0007	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.03	%		0.07	%
Ratios to Average Net Assets
Total expenses		0.21	%		0.21	%		0.21	%		0.21	%		0.21	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.17	%		0.17	%		0.20	%
Net investment income		0.01	%		0.01	%		0.01	%		0.02	%		0.07	%
Supplemental Data
Net assets, end of year (000)	$	10,689,737		$	12,265,686		$	11,698,677		$	12,617,763		$	13,129,908
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.46	%		0.46	%		0.46	%		0.47	%		0.46	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.13	%		0.17	%		0.19	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	748,382		$	593,574		$	325,447		$	494,151		$	590,682

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 61

Financial Highlights (continued) FedFund

	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.71	%		0.71	%		0.71	%		0.72	%		0.71	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.13	%		0.16	%		0.19	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	3,547		$	2,947		$	2,350		$	11,720		$	13,630
	Cash Reserve
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.61	%		0.61	%		0.61	%		0.62	%		0.61	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.12	%		0.17	%		0.20	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	4,561		$	4,863		$	208		$	1,693		$	2,244

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

62 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (continued) FedFund

	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.31	%		0.31	%		0.31	%		0.32	%		0.31	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.17	%		0.20	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	233,421		$	12,271		$	18,664		$	17,543		$	47,616
	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		1.06	%		1.06	%		1.06	%		1.07	%		1.06	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.17	%		0.19	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	92,940		$	111,589		$	100,792		$	107,781		$	130,268

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 63

Financial Highlights (concluded) FedFund

	Private Client
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		1.06	%		1.06	%		1.06	%		1.07	%		1.06	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.17	%		0.19	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	6,385		$	7,729		$	16,948		$	24,454		$	25,918
	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0001			0.0001
Net increase from investment operations		0.0001			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)		(0.0001	)
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.81	%		0.81	%		0.81	%		0.82	%		0.81	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.17	%		0.20	%		0.26	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	1,951		$	479		$	1,042		$	953		$	8,256

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

64 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights TempCash

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0004			0.0010			0.0015			0.0013			0.0019
Net realized gain		0.0002			0.0000	1		0.0001			0.0001			0.0000	1
Net increase from investment operations		0.0006			0.0010			0.0016			0.0014			0.0019
Distributions from:2
Net investment income		(0.0004	)		(0.0010	)		(0.0015	)		(0.0013	)		(0.0019	)
Net realized gain		(0.0002	)		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0000	)3
Total distributions		(0.0006	)		(0.0010	)		(0.0016	)		(0.0014	)		(0.0019	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.06	%		0.10	%		0.16	%		0.14	%		0.19	%
Ratios to Average Net Assets
Total expenses		0.33	%		0.31	%		0.28	%		0.24	%		0.25	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.18	%		0.18	%		0.18	%		0.18	%		0.18	%
Net investment income		0.05	%		0.10	%		0.15	%		0.14	%		0.19	%
Supplemental Data
Net assets, end of year (000)	$	1,489,543		$	2,647,717		$	3,622,878		$	4,139,893		$	7,833,532
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0002			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0002			0.0000	1		0.0001			0.0001			0.0000	1
Net increase from investment operations		0.0002			0.0002			0.0002			0.0001			0.0000
Distributions from:2
Net investment income		(0.0000	)3		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0002	)		(0.0002	)		(0.0001	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.02	%		0.02	%		0.01	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.58	%		0.56	%		0.53	%		0.50	%		0.50	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.22	%		0.26	%		0.32	%		0.31	%		0.36	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	213,086		$	464,691		$	551,888		$	677,156		$	680,296

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 65

Financial Highlights TempFund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0003			0.0008			0.0013			0.0012			0.0016
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0004			0.0008			0.0014			0.0012			0.0016
Distributions from:2
Net investment income		(0.0003	)		(0.0008	)		(0.0013	)		(0.0012	)		(0.0016	)
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0004	)		(0.0008	)		(0.0014	)		(0.0012	)		(0.0016	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.08	%		0.14	%		0.12	%		0.16	%
Ratios to Average Net Assets
Total expenses		0.19	%		0.19	%		0.19	%		0.19	%		0.19	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.17	%		0.18	%		0.18	%		0.18	%		0.18	%
Net investment income		0.03	%		0.08	%		0.14	%		0.12	%		0.16	%
Supplemental Data
Net assets, end of year (000)	$	46,327,088		$	42,517,741		$	43,032,035		$	41,826,560		$	64,366,170
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0003			0.0001			0.0002			0.0001			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0003	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.03	%		0.02	%		0.02	%		0.01	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.44	%		0.44	%		0.44	%		0.44	%		0.44	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.18	%		0.25	%		0.31	%		0.30	%		0.34	%
Net investment income		0.02	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	2,673,968		$	2,300,509		$	1,941,890		$	1,787,059		$	1,820,807

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

66 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (continued) TempFund

	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0003			0.0001			0.0002			0.0001			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0003	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.03	%		0.02	%		0.02	%		0.01	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.69	%		0.69	%		0.69	%		0.69	%		0.69	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.18	%		0.25	%		0.31	%		0.28	%		0.35	%
Net investment income		0.02	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	278,181		$	231,804		$	300,910		$	270,280		$	613,283
	Cash Reserve
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0003			0.0001			0.0002			0.0001			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0003	)		(0.0001	)		(0.0002	)		(0.0001	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.03	%		0.02	%		0.02	%		0.01	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.59	%		0.59	%		0.59	%		0.59	%		0.59	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.18	%		0.24	%		0.30	%		0.31	%		0.34	%
Net investment income		0.02	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	19,977		$	15,031		$	13,130		$	16,695		$	33,627

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 67

Financial Highlights (continued) TempFund

	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0002			0.0004			0.0003			0.0006
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0003			0.0002			0.0005			0.0003			0.0006
Distributions from:2
Net investment income		(0.0002	)		(0.0002	)		(0.0004	)		(0.0003	)		(0.0006	)
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0003	)		(0.0002	)		(0.0005	)		(0.0003	)		(0.0006	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.03	%		0.02	%		0.06	%		0.04	%		0.06	%
Ratios to Average Net Assets
Total expenses		0.29	%		0.29	%		0.29	%		0.29	%		0.29	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.18	%		0.24	%		0.27	%		0.27	%		0.28	%
Net investment income		0.02	%		0.01	%		0.05	%		0.03	%		0.06	%
Supplemental Data
Net assets, end of year (000)	$	2,542,670		$	2,740,631		$	2,548,103		$	1,953,551		$	1,681,583
	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0001			0.0000			0.0001			0.0000			0.0000
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0001	)		(0.0000	)		(0.0001	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.04	%		1.04	%		1.04	%		1.04	%		1.04	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.19	%		0.26	%		0.32	%		0.30	%		0.34	%
Net investment income		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	424,555		$	514,918		$	536,971		$	586,363		$	563,559

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

68 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (concluded) TempFund

	Private Client
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0001			0.0000			0.0001			0.0000			0.0000
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0001	)		(0.0000	)		(0.0001	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.04	%		1.04	%		1.04	%		1.04	%		1.04	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.19	%		0.26	%		0.32	%		0.30	%		0.34	%
Net investment income		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	14,738		$	16,524		$	19,248		$	12,658		$	19,942
	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0001			0.0000	1		0.0000	1
Net increase from investment operations		0.0001			0.0000			0.0001			0.0000			0.0000
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0000	)3		(0.0000	)3
Total distributions		(0.0001	)		(0.0000	)		(0.0001	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.79	%		0.79	%		0.79	%		0.79	%		0.79	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.19	%		0.26	%		0.31	%		0.31	%		0.32	%
Net investment income		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	11,127		$	17,700		$	18,072		$	20,011		$	42,558

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 69

Financial Highlights T-Fund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0001			0.0001
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0002
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0002	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.02	%
Ratios to Average Net Assets
Total expenses		0.21	%		0.21	%		0.20	%		0.22	%		0.22	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.06	%		0.11	%		0.12	%		0.11	%		0.18	%
Net investment income		0.01	%		0.01	%		0.01	%		0.01	%		0.02	%
Supplemental Data
Net assets, end of year (000)	$	18,501,009		$	15,448,264		$	17,649,086		$	12,586,527		$	5,571,099
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.46	%		0.46	%		0.45	%		0.47	%		0.47	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.06	%		0.09	%		0.12	%		0.12	%		0.20	%
Net investment income		0.01	%		0.01	%		0.01	%		0.01	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	755,491		$	855,847		$	479,912		$	497,029		$	406,682

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

70 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (continued) T-Fund

	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.71	%		0.71	%		0.70	%		0.72	%		0.72	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.06	%		0.11	%		0.12	%		0.13	%		0.20	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	629,757		$	1,002,044		$	1,454,450		$	1,030,126		$	254,091
	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0000	1		0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0001			0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0000	)3		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.00	%		0.30	%		0.30	%		0.32	%		0.32	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.00	%		0.15	%		0.12	%		0.13	%		0.20	%
Net investment income		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%
Supplemental Data
Net assets, end of year (000)		—	5		—	5	$	16,431		$	32,718		$	35,370

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

⁵  Net assets end of year are less than $500.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 71

Financial Highlights (concluded) T-Fund

	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		1.06	%		1.06	%		1.05	%		1.07	%		1.07	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.06	%		0.11	%		0.12	%		0.13	%		0.19	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	196,531		$	214,156		$	103,189		$	132,339		$	261,679
	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0001			0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0002			0.0001			0.0001			0.0001			0.0001
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0001	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.01	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.80	%		0.81	%		0.80	%		0.82	%		0.82	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.06	%		0.09	%		0.13	%		0.07	%		0.18	%
Net investment income		0.00	%		0.01	%		0.01	%		0.01	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	1		$	51,805		$	13		$	17		$	684

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

72 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights Treasury Trust Fund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0001			0.0000			0.0000			0.0000			0.0001
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions:		(0.0001	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.21	%		0.22	%		0.23	%		0.24	%		0.25	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.05	%		0.07	%		0.07	%		0.09	%		0.13	%
Net investment income		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	10,367,067		$	7,021,176		$	4,901,611		$	4,836,239		$	2,879,900
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0001			0.0000			0.0000			0.0000			0.0001
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0001	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.46	%		0.47	%		0.48	%		0.49	%		0.50	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.04	%		0.08	%		0.08	%		0.10	%		0.14	%
Net investment income		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	439,496		$	191,695		$	198,062		$	160,529		$	220,837

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 73

Financial Highlights (concluded) Treasury Trust Fund

	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0001			0.0000			0.0000			0.0000			0.0001
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0001	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.71	%		0.72	%		0.73	%		0.74	%		0.75	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.05	%		0.08	%		0.07	%		0.10	%		0.14	%
Net investment income		0.00	%		0.00	%		0.00	%		0.00	%		0.01	%
Supplemental Data
Net assets, end of year (000)	$	14,777		$	12,942		$	15,122		$	7,792		$	33,187
	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0000	1		0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0001
Net increase from investment operations		0.0001			0.0000			0.0000			0.0000			0.0001
Distributions from:2
Net investment income		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0001	)
Total distributions		(0.0001	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0001	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%
Ratios to Average Net Assets
Total expenses		0.31	%		0.32	%		0.33	%		0.34	%		0.35	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.05	%		0.08	%		0.07	%		0.08	%		0.14	%
Net investment income		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	335,524		$	108,091		$	128,154		$	152,459		$	112,779

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

74 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights MuniCash

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0004			0.0009			0.0012			0.0018
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0000	1		—
Net increase from investment operations		0.0001			0.0004			0.0009			0.0012			0.0018
Distributions from:2
Net investment income		(0.0001	)		(0.0004	)		(0.0009	)		(0.0012	)		(0.0018	)
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		—
Total distributions		(0.0001	)		(0.0004	)		(0.0009	)		(0.0012	)		(0.0018	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.04	%		0.09	%		0.12	%		0.18	%
Ratios to Average Net Assets
Total expenses		0.45	%		0.42	%		0.40	%		0.38	%		0.37	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.16	%		0.19	%		0.20	%		0.20	%		0.20	%
Net investment income		0.01	%		0.04	%		0.09	%		0.13	%		0.18	%
Supplemental Data
Net assets, end of year (000)	$	144,892		$	189,271		$	233,569		$	324,027		$	736,547
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0000	1		0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0000	1		0.0000	1		0.0000	1		0.0000	1		—
Net increase from investment operations		0.0001			0.0000			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		(0.0000	)3		(0.0000	)3		(0.0000	)3		—
Total distributions		(0.0001	)		(0.0000	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.69	%		0.66	%		0.65	%		0.63	%		0.62	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.17	%		0.23	%		0.29	%		0.32	%		0.38	%
Net investment income		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	3,513		$	41,042		$	50,060		$	76,338		$	86,389

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 75

Financial Highlights MuniFund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0002			0.0004			0.0009			0.0013
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0003			0.0004			0.0009			0.0013
Distributions from:2
Net investment income		(0.0002	)		(0.0002	)		(0.0004	)		(0.0009	)		(0.0013	)
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0003	)		(0.0004	)		(0.0009	)		(0.0013	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.04	%		0.09	%		0.14	%
Ratios to Average Net Assets
Total expenses		0.36	%		0.35	%		0.34	%		0.31	%		0.28	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.15	%		0.19	%		0.19	%		0.20	%
Net investment income		0.02	%		0.02	%		0.04	%		0.09	%		0.13	%
Supplemental Data
Net assets, end of year (000)	$	1,219,566		$	1,159,440		$	1,212,494		$	1,479,126		$	2,584,701
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.61	%		0.60	%		0.59	%		0.56	%		0.53	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.15	%		0.23	%		0.28	%		0.33	%
Net investment income		0.02	%		0.01	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	49,420		$	58,832		$	64,251		$	134,835		$	103,206

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

76 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (continued) MuniFund

	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.86	%		0.86	%		0.84	%		0.81	%		0.78	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.11	%		0.23	%		0.30	%		0.33	%
Net investment income		0.02	%		0.02	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	8,693		$	18,390		$	1,287		$	1,384		$	22,811
	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0002			0.0004
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0002			0.0004
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0002	)		(0.0004	)
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0002	)		(0.0004	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.02	%		0.03	%
Total Return
Total expenses		0.46	%		0.45	%		0.44	%		0.41	%		0.38	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.16	%		0.22	%		0.27	%		0.30	%
Net investment income		0.02	%		0.01	%		0.00	%		0.02	%		0.04	%
Supplemental Data
Net assets, end of year (000)	$	315,869		$	288,779		$	306,763		$	442,810		$	481,305

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 77

Financial Highlights (continued) MuniFund

	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.21	%		1.20	%		1.19	%		1.16	%		1.13	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.15	%		0.23	%		0.28	%		0.33	%
Net investment income		0.02	%		0.01	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	17,580		$	16,299		$	15,107		$	18,857		$	19,190
	Private Client
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.21	%		1.20	%		1.19	%		1.16	%		1.13	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.15	%		0.23	%		0.29	%		0.33	%
Net investment income		0.02	%		0.01	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	1,817		$	1,787		$	1,998		$	2,130		$	4,072

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

78 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (concluded) MuniFund

	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0002			0.0001			0.0000	1		0.0000	1		0.0000	1
Net realized gain		0.0002			0.0001			0.0000	1		—			—
Net increase from investment operations		0.0004			0.0002			0.0000			0.0000			0.0000
Distributions from:2
Net investment income		(0.0002	)		(0.0001	)		(0.0000	)3		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0002	)		(0.0001	)		(0.0000	)3		—			—
Total distributions		(0.0004	)		(0.0002	)		(0.0000	)		(0.0000	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.04	%		0.03	%		0.00	%		0.00	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.96	%		0.95	%		0.94	%		0.91	%		0.88	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.15	%		0.22	%		0.28	%		0.33	%
Net investment income		0.02	%		0.01	%		0.00	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	822		$	1,040		$	687		$	15,026		$	7,160

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 79

Financial Highlights California Money Fund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0002			0.0009			0.0016
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0002			0.0022			0.0016
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0002	)		(0.0009	)		(0.0016	)
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0002	)		(0.0022	)		(0.0016	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.02	%		0.22	%		0.16	%
Ratios to Average Net Assets
Total expenses		0.46	%		0.45	%		0.43	%		0.42	%		0.41	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.13	%		0.18	%		0.19	%		0.20	%
Net investment income		0.01	%		0.01	%		0.02	%		0.09	%		0.16	%
Supplemental Data
Net assets, end of year (000)	$	122,721		$	136,074		$	162,188		$	284,521		$	280,309
	Dollar
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0001			0.0013			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0013	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.13	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.71	%		0.69	%		0.68	%		0.67	%		0.66	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.14	%		0.19	%		0.29	%		0.36	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	1,101		$	4,800		$	15,876		$	7,631		$	15,957

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

80 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (continued) California Money Fund

	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0003			0.0006
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0001			0.0016			0.0006
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0003	)		(0.0006	)
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0016	)		(0.0006	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.16	%		0.06	%
Ratios to Average Net Assets
Total expenses		0.56	%		0.55	%		0.53	%		0.52	%		0.51	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.13	%		0.19	%		0.26	%		0.30	%
Net investment income		0.01	%		0.01	%		0.01	%		0.04	%		0.06	%
Supplemental Data
Net assets, end of year (000)	$	1,253		$	2,313		$	1,191		$	1,322		$	2,545
	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0001			0.0013			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0013	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.13	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.32	%		1.29	%		1.28	%		1.27	%		1.26	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.13	%		0.19	%		0.28	%		0.36	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	10,228		$	6,385		$	7,600		$	16,535		$	16,658

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 81

Financial Highlights (concluded) California Money Fund

	Private Client
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0001			0.0013			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0013	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.13	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.32	%		1.30	%		1.28	%		1.27	%		1.26	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.13	%		0.19	%		0.28	%		0.36	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	4,280		$	4,949		$	4,601		$	5,009		$	4,381
	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0001			—			—			0.0013			0.0000	1
Net increase from investment operations		0.0002			0.0001			0.0001			0.0013			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0001	)		—			—			(0.0013	)		(0.0000	)3
Total distributions		(0.0002	)		(0.0001	)		(0.0001	)		(0.0013	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.02	%		0.01	%		0.01	%		0.13	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.05	%		1.05	%		1.03	%		1.02	%		1.01	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.14	%		0.19	%		0.28	%		0.36	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	17		$	17		$	1,786		$	1,786		$	2,274

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

82 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights New York Money Fund

	Institutional
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0002			0.0006			0.0012
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0002			0.0038			0.0012
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0002	)		(0.0006	)		(0.0012	)
Net realized gain		(0.0000	)3		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0002	)		(0.0038	)		(0.0012	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.02	%		0.03	%		0.37	%		0.12	%
Ratios to Average Net Assets
Total expenses		0.48	%		0.46	%		0.45	%		0.43	%		0.41	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.18	%		0.19	%		0.20	%
Net investment income		0.01	%		0.01	%		0.02	%		0.06	%		0.11	%
Supplemental Data
Net assets, end of year (000)	$	118,278		$	94,547		$	106,194		$	125,869		$	192,928
	Cash Management
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0001			0.0032			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0032	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.32	%		0.00	%
Ratios to Average Net Assets
Total expenses		0.98	%		0.96	%		0.95	%		0.93	%		0.91	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.21	%		0.25	%		0.31	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	20,752		$	21,079		$	5,324		$	5,171		$	6,750

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 83

Financial Highlights (continued) New York Money Fund

	Administration
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0002
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0001			0.0032			0.0002
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0002	)
Net realized gain		(0.0000	)3		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0032	)		(0.0002	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.32	%		0.03	%
Ratios to Average Net Assets
Total expenses		0.58	%		0.56	%		0.55	%		0.53	%		0.51	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.14	%		0.19	%		0.24	%		0.29	%
Net investment income		0.01	%		0.01	%		0.01	%		0.01	%		0.03	%
Supplemental Data
Net assets, end of year (000)	$	5,417		$	7,233		$	3,315		$	11,153		$	12,067
	Select
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0001			0.0032			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0032	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.32	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.33	%		1.31	%		1.30	%		1.28	%		1.26	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.15	%		0.20	%		0.25	%		0.31	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	7,493		$	9,473		$	11,812		$	10,281		$	15,198

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

84 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Financial Highlights (concluded) New York Money Fund

	Private Client
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001			0.0000	1		0.0000	1
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0001			0.0032			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)3		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0032	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.32	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.34	%		1.31	%		1.30	%		1.28	%		1.26	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.08	%		0.16	%		0.20	%		0.26	%		0.32	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	1,827		$	266		$	506		$	2,499		$	8,648
	Premier
	Year Ended October 31,
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net investment income		0.0001			0.0001			0.0001	1		0.0000	1		0.0000	1
Net realized gain		0.0000	1		—			0.0000	1		0.0032			0.0000	1
Net increase from investment operations		0.0001			0.0001			0.0001			0.0032			0.0000
Distributions from:2
Net investment income		(0.0001	)		(0.0001	)		(0.0001	)		(0.0000	)3		(0.0000	)3
Net realized gain		(0.0000	)1		—			(0.0000	)3		(0.0032	)		(0.0000	)3
Total distributions		(0.0001	)		(0.0001	)		(0.0001	)		(0.0032	)		(0.0000	)
Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return4
Based on net asset value		0.01	%		0.01	%		0.01	%		0.32	%		0.00	%
Ratios to Average Net Assets
Total expenses		1.08	%		1.06	%		1.05	%		1.04	%		1.01	%
Total expenses after fees waived and/or reimbursed and paid indirectly		0.09	%		0.16	%		0.20	%		0.24	%		0.32	%
Net investment income		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%
Supplemental Data
Net assets, end of year (000)	$	391		$	232		$	438		$	264		$	124

¹  Amount is less than $0.00005 per share.

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

³  Amount is greater than $(0.00005) per share.

⁴  Where applicable, assumes the reinvestment of distributions.

See Notes to Financial Statements.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 85

Notes to Financial Statements

1. Organization:

BlackRock Liquidity Funds (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 financial statements and these accompanying notes relate to the Trust’s ten series: Federal Trust Fund, FedFund, TempCash, TempFund, T-Fund, Treasury Trust Fund, MuniCash, MuniFund, California Money Fund and New York Money Fund (collectively, the “Funds” or individually, a “Fund”). Each of the Funds, except California Money Fund and New York Money Fund, is diversified.

Each Fund offers multiple classes of shares although certain share classes may not be outstanding at the report date. Each Fund offers the following classes of shares: Institutional Shares, Dollar Shares, Cash Management Shares, Cash Reserve Shares, Administration Shares, Select Shares, Private Client Shares, Premier Shares and Premier Choice Shares. TempFund, T-Fund, MuniFund, California Money Fund and New York Money Fund also offer Plus Shares. FedFund, TempCash, MuniCash, California Money Fund and New York Money Fund also offer Cash Plus Shares. During the year ended October 31, 2014, no Plus Shares, Cash Plus Shares or Premier Choice Shares were outstanding.

2. Significant Accounting Policies:

The Funds’ 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 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. The following is a summary of significant accounting policies followed by the Funds:

Valuation: U.S. GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds’ 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. Each Fund seeks to maintain its net asset value per share at $1.00, although there is no assurance that it will be able to do so on a continuing basis.

Municipal investments (including commitments to purchase such investments on a “when-issued” basis) 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.

Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on the accrual basis. Income, expenses and realized 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 date. The character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

Recent Accounting Standard: In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings. It is effective for financial statements with fiscal years beginning on or after December 15, 2014 and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Trust’s financial statement disclosures.

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

The Funds have an arrangement with the custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statements of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

86 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

3. Securities and Other Investments:

Repurchase Agreements: Certain Funds may enter into repurchase agreements. In a repurchase agreement, the Funds 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 repurchase amount. The agreements are conditioned upon the collateral being deposited under the Federal Reserve book entry system or held in a segregated account by the Funds’ custodian or designated sub-custodians under tri-party repurchase agreements. Certain Funds, along with other affiliated investment companies, may transfer uninvested cash into joint trading accounts which are then invested in repurchase agreements. As of October 31, 2014, FedFund, TempCash, TempFund and T-Fund invested in repurchase agreements through joint trading accounts.

In the event the counterparty defaults and the fair value of the collateral declines, the Funds could experience losses, delays and costs in liquidating the collateral.

Repurchase agreements are entered into by certain Funds under Master Repurchase Agreements (each, an “MRA”). The MRA permits each 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, each Fund receives securities as collateral with a market value in excess of the repurchase price at maturity. Upon a bankruptcy or insolvency of the MRA counterparty, each Fund would recognize a liability with respect to such excess collateral. The liability reflects each Fund’s obligation under bankruptcy law to return the excess to the counterparty.

4. Investment Advisory Agreement and Other Transactions with Affiliates:

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

The Trust, on behalf of the Funds, entered into a management agreement with BlackRock Advisors, LLC (the “Manager”), the Trust’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory, administration and accounting services to the Funds.

For the management and administration services provided and certain expenses assumed by it under the management agreement, the Manager is entitled to receive the following annual fees computed daily and paid monthly based upon each Fund’s average daily net assets:

Federal Trust Fund, FedFund, T-Fund and Treasury Trust Fund
Calculation A	Calculation B
Management Fee is equal to calculation A plus calculation B
.175% of the first $1 Billion1	.175% of the first $1 Billion2
.150% of the next $1 Billion1	.150% of the next $1 Billion2
.125% of the next $1 Billion1	.125% of the next $1 Billion2
.100% of the next $1 Billion1	.100% of amounts in excess of $3 Billion2
.095% of the next $1 Billion1
.090% of the next $1 Billion1
.085% of the next $1 Billion1
.080% of amounts in excess of $7 Billion1

⁽¹⁾ Based on the combined average net assets of Federal Trust Fund, FedFund, T-Fund and Treasury Trust Fund.

⁽²⁾ Based on the average net assets of the Fund whose fee is being calculated.

TempCash, MuniCash and MuniFund
Management Fee	.350% of the first $1 Billion
	.300% of the next $1 Billion
	.250% of the next $1 Billion
	.200% of the next $1 Billion
	.195% of the next $1 Billion
	.190% of the next $1 Billion
	.185% of the next $1 Billion
	.180% of amounts in excess of $7 Billion

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 87

Notes to Financial Statements (continued)

TempFund
Management Fee	.350% of the first $1 Billion
	.300% of the next $1 Billion
	.250% of the next $1 Billion
	.200% of the next $1 Billion
	.195% of the next $1 Billion
	.190% of the next $1 Billion
	.180% of the next $1 Billion
	.175% of the next $1 Billion
	.170% of amounts in excess of $8 Billion
California Money Fund and New York Money Fund
Management Fee	.375% of the first $1 Billion
	.350% of the next $1 Billion
	.325% of the next $1 Billion
	.300% of amounts in excess of $3 Billion

The Manager has contractually agreed to waive fees and/or reimburse operating expenses in order to keep combined management fees and miscellaneous/other expenses (excluding: (i) interest, taxes, dividends tied to short sales, brokerage commissions, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) expenses incurred indirectly by a Fund as a result of investments in other investment companies and pooled investment vehicles; (iii) other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iv) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of a Fund’s business) from exceeding 0.18% of the average daily net assets of TempCash and TempFund and 0.20% of the average daily net assets of Federal Trust Fund, FedFund, T-Fund, Treasury Trust Fund, MuniCash, MuniFund, California Money Fund and New York Money Fund. Any fees waived by the Manager with respect to a particular fiscal year are not recoverable. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to March 1, 2015, unless approved by the Board of Trustees, including a majority of the independent Trustees.

The Trust, on behalf of the Funds, entered into a separate Distribution Agreement, Distribution Plans and Shareholder Service Plans with BlackRock Investments, LLC (“BRIL”), an affiliate of BlackRock. Pursuant to the Select Shares Distribution Plan, the Private Client Shares Distribution Plan and the Premier Shares Distribution Plan, the Trust may pay BRIL a fee for distribution and sales support services. In addition, the Trust may pay service organizations, including affiliates of the Manager, fees for providing certain services (“shareholder services”) to their customers who own shares of the Funds. Pursuant to its respective Shareholder Services Plan, each of the Dollar, Cash Management, Cash Reserve, Administration, Select, Private Client and Premier Share classes are currently paying fees to service organizations, which may include affiliates of the Manager. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Service Fee1			Distribution Fee1
Dollar		0.25	%		—
Cash Management		0.50	%		—
Cash Reserve		0.40	%		—
Administration		0.10	%		—
Select		0.50	%		0.35	%
Private Client		0.50	%		0.35	%
Premier		0.50	%		0.10	%

⁽¹⁾ Due to certain contractual and voluntary waivers, the above stated rates may be reduced.

Pursuant to sub-agreements with BRIL, broker-dealers and BRIL provide shareholder servicing and distribution services to the Funds. The ongoing service and/or distribution fees compensate BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to Dollar, Cash Management, Cash Reserve, Administration, Select, Private Client and Premier shareholders.

In addition, BRIL has contractually agreed to waive service and/or distribution fees until March 1, 2015 so that the net annual fund operating expenses, excluding extraordinary expenses, of the Select Shares, Private Client Shares and Premier Shares do not exceed 1.00%, 0.68% and 0.68%, respectively. The agreement renews automatically for successive one-year periods and may be terminated by any party to the agreement upon written notice 75 days prior to the commencement of a successive one year period.

The Manager and BRIL have also voluntarily agreed to waive a portion of their respective management, service and distribution fees and/or reimburse operating expenses to enable the Funds’ share classes to maintain minimum levels of daily net investment income. These amounts are reported in the Statements of Operations as management fees waived and service and distribution fees waived — class specific. The Manager and BRIL may discontinue the voluntary waiver at any time.

88 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

For the year ended October 31, 2014, the following tables show the various types of class specific expenses borne directly by each class of each Fund and any associated waivers or reimbursements of those expenses:

Service and Distribution Fees
	Dollar		Cash Management		Cash Reserve		Administration		Select		Private Client		Premier		Total
Federal Trust Fund	$	28,246		—		—	$	2,275		—		—		—	$	30,521
FedFund	$	1,636,650	$	16,057	$	17,932	$	94,372	$	859,513	$	58,315	$	8,907	$	2,691,746
TempCash	$	987,098		—		—		—		—		—		—	$	987,098
TempFund	$	6,409,219	$	1,227,703	$	74,120	$	2,942,344	$	3,958,729	$	134,349	$	85,054	$	14,831,518
T-Fund	$	2,001,425	$	4,340,917		—	$	—	$	1,815,543		—	$	74,635	$	8,232,520
Treasury Trust Fund	$	601,877	$	78,110		—	$	126,804		—		—		—	$	806,791
MuniCash	$	63,880		—		—		—		—		—		—	$	63,880
MuniFund	$	111,582	$	55,943		—	$	322,052	$	152,031	$	15,386	$	5,106	$	662,100
California Money Fund	$	9,053		—		—	$	1,964	$	68,609	$	36,849	$	102	$	116,577
New York Money Fund		—	$	100,208		—	$	6,013	$	79,227	$	5,911	$	2,058	$	193,417
Service and Distribution Fees Waived
	Dollar		Cash Management		Cash Reserve		Administration		Select		Private Client		Premier		Total
Federal Trust Fund	$	28,247		—		—	$	2,274		—		—		—	$	30,521
FedFund	$	1,636,656	$	16,056	$	17,932	$	94,372	$	859,512	$	58,312	$	8,906	$	2,691,746
TempCash	$	827,269		—		—		—		—		—		—	$	827,269
TempFund	$	6,124,345	$	1,200,025	$	71,988	$	2,615,863	$	3,862,111	$	131,065	$	82,261	$	14,087,658
T-Fund	$	2,001,416	$	4,340,927		—	$	—	$	1,815,542		—	$	74,635	$	8,232,520
Treasury Trust Fund	$	601,877	$	78,110		—	$	126,804		—		—		—	$	806,791
MuniCash	$	63,275		—		—		—		—		—		—	$	63,275
MuniFund	$	111,580	$	55,942		—	$	322,059	$	152,030	$	15,385	$	5,104	$	662,100
California Money Fund	$	9,052		—		—	$	1,963	$	68,613	$	36,848	$	101	$	116,577
New York Money Fund		—	$	100,214		—	$	6,012	$	79,226	$	5,909	$	2,056	$	193,417

Certain officers and/or Trustees of the Trust are officers and/or directors of BlackRock or its affiliates. The Funds reimburse the Manager for a portion of the compensation paid to the Trust’s Chief Compliance Officer, which is included in Officer and Trustees in the Statements of Operations.

The Funds may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the year ended October 31, 2014, the purchase and sale transactions with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

	Purchases		Sales
TempFund	$	30,001,019	$	134,775,675
MuniCash	$	137,889,239	$	162,213,075
MuniFund	$	713,819,777	$	974,329,538
California Money Fund	$	158,625,954	$	123,055,969
New York Money Fund	$	108,501,400	$	108,042,048

5. Income Tax Information:

It is the Funds’ 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 their taxable income to their shareholders. Therefore, no federal income tax provision is required.

The Funds file U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ U.S. federal tax returns remains open for each of the four years ended October 31, 2014. The statutes of limitations on the Funds’ 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’ facts and circumstances and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

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 net asset values per share. As of October 31, 2014, the following permanent differences attributable to fees received on trade settlements were reclassified to the following accounts:

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 89

Notes to Financial Statements (continued)

	Paid  in-Capital			Undistributed Net Investment Income		Accumulated Net Realized Gain
T-Fund		—		$	16,667	$	(16,667	)
Treasury Trust Fund		—		$	1,250	$	(1,250	)
California Money Fund	$	(8	)		—		8

The tax character of distributions paid was as follows:

	Tax-Exempt Income1		Ordinary Income		Long-Term Capital Gain		Total
Federal Trust Fund
10/31/14		—	$	31,580		—	$	31,580
10/31/13		—	$	33,046		—	$	33,046
FedFund
10/31/14		—	$	1,458,674		—	$	1,458,674
10/31/13		—	$	1,393,153		—	$	1,393,153
TempCash
10/31/14		—	$	1,510,227		—	$	1,510,227
10/31/13		—	$	3,282,757		—	$	3,282,757
TempFund
10/31/14		—	$	17,337,518		—	$	17,337,518
10/31/13		—	$	37,262,533	$	490,678	$	37,753,211
T-Fund
10/31/14		—	$	2,655,690		—	$	2,655,690
10/31/13		—	$	1,759,217	$	1,332	$	1,760,549
Treasury Trust Fund
10/31/14		—	$	478,663		—	$	478,663
10/31/13		—	$	118,598		—	$	118,598
MuniCash
10/31/14	$	20,544		—	$	466	$	21,010
10/31/13	$	77,193	$	944	$	499	$	78,636
MuniFund
10/31/14	$	321,881	$	66,500	$	177,334	$	565,715
10/31/13	$	295,112		129,711	$	18,293	$	443,116
California Money Fund
10/31/14	$	15,850	$	14,079		—	$	29,929
10/31/13	$	22,107		—		—	$	22,107
New York Money Fund
10/31/14	$	14,194		—	$	830	$	15,024
10/31/13	$	17,577		—	$	4,085	$	21,662
(1) The Trusts designate these amounts paid during the fiscal year ended October 31, 2014, as exempt-interest dividend. As of October 31, 2014, the tax components of accumulated net earnings were as follows:
	Undistributed Tax-Exempt Income		Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Total
Federal Trust Fund		—	$	6,749		—	$	6,749
FedFund		—	$	227,011	$	9,056	$	236,067
TempCash		—	$	327,194	$	6,154	$	333,348
TempFund		—	$	4,522,851	$	49,478	$	4,572,329
T-Fund		—	$	905,187	$	1,753	$	906,940
Treasury Trust Fund		—	$	298,200		—	$	298,200
MuniCash	$	10,033	$	8	$	3,159	$	13,200
MuniFund	$	2,294	$	10,643	$	105,088	$	118,025
New York Money Fund		—		—	$	888	$	888

6. Principal Risks:

On July 23, 2014, the U.S. Securities and Exchange Commission adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. These amendments are generally not effective until sometime in 2016, but when implemented may affect the Funds’ operations and return potential.

MuniCash, MuniFund, California Money Fund and New York Money Fund invest a substantial amount of their assets in issuers located in a single state or limited number of states. Please see the Schedules of Investments for concentrations in specific states.

90 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

Many municipalities insure repayment of their bonds, which may reduce the potential for loss due to credit risk. The market value of these bonds may fluctuate for other reasons, including market perception of the value of such insurance, and there is no guarantee that the insurer will meet its obligation.

In the normal course of business, the Funds invest in securities and enter into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by the Funds may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Funds; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Funds may be exposed to counterparty credit risk, or the risk that an entity with which the Funds have unsettled or open transactions may fail to or be unable to perform on its commitments. The Funds manage counterparty credit risk by entering into transactions only with counterparties that they believe 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 generally approximated by their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

Certain obligations held by the Funds 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 Funds monitor their 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.

7. Capital Share Transactions:

The Trust’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (shares) and to classify or reclassify any unissued shares into one or more additional classes of shares.

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

Transactions in capital shares for each class were as follows:

	Year Ended October 31,
Federal Trust Fund	2014			2013
Institutional
Shares sold		426,887,521			713,263,548
Shares issued in reinvestment of distributions		3,596			4,437
Shares redeemed		(426,122,351	)		(666,029,581	)
Net increase		768,766			47,238,404
Dollar
Shares sold		18,844,636			77,006,648
Shares issued in reinvestment of distributions		1,174			2,961
Shares redeemed		(30,223,188	)		(72,869,288	)
Net increase (decrease)		(11,377,378	)		4,140,321
Administration
Shares sold		1,053,329			2,226,191
Shares issued in reinvestment of distributions.		283			224
Shares redeemed		(1,158,909	)		(1,567,033	)
Net increase (decrease)		(105,297	)		659,382
Total Net Increase (Decrease)		(10,713,909	)		52,038,107

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 91

Notes to Financial Statements (continued)

	Year Ended October 31,
FedFund	2014			2013
Institutional
Shares sold		104,737,399,250			110,197,022,870
Shares issued in reinvestment of distributions		887,484			862,392
Shares redeemed		(106,314,117,059	)		(109,631,102,492	)
Net increase (decrease)		(1,575,830,325	)		566,782,770
Dollar
Shares sold		10,632,278,726			9,871,507,153
Shares issued in reinvestment of distributions		472			195
Shares redeemed		(10,477,470,518	)		(9,603,394,140	)
Net increase		154,808,680			268,113,208
Cash Management
Shares sold		600,343			600,244
Shares redeemed		—			(4,000	)
Net increase		600,343			596,244
Cash Reserve
Shares sold		13,488,860			17,487,937
Shares redeemed		(13,790,721	)		(12,833,521	)
Net increase (decrease)		(301,861	)		4,654,416
Administration
Shares sold		506,149,437			210,621,052
Shares issued in reinvestment of distributions		1			64
Shares redeemed		(285,003,966	)		(217,014,477	)
Net increase (decrease)		221,145,472			(6,393,361	)
Select
Shares sold		86,700,251			110,128,097
Shares issued in reinvestment of distributions		11,076			10,576
Shares redeemed		(105,359,344	)		(99,343,497	)
Net increase (decrease)		(18,648,017	)		10,795,176
Private Client
Shares sold		3,781,542			4,609,231
Shares issued in reinvestment of distributions		752			1,220
Shares redeemed		(5,126,320	)		(13,829,557	)
Net decrease		(1,344,026	)		(9,219,106	)
Premier
Shares sold		6,188,143			3,902,999
Shares issued in reinvestment of distributions		154			114
Shares redeemed		(4,715,706	)		(4,466,421	)
Net increase (decrease)		1,472,591			(563,308	)
Total Net Increase (Decrease)		(1,218,097,143	)		834,766,039

92 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

	Year Ended October 31,
TempCash	2014			2013
Institutional
Shares sold		20,159,706,074			22,888,390,190
Shares issued in reinvestment of distributions		573,218			1,151,513
Total issued		20,160,279,292			22,889,541,703
Shares redeemed		(21,318,383,427	)		(23,864,668,734	)
Net decrease		(1,158,104,135	)		(975,127,031	)
Dollar
Shares sold		99,732,244			810,333,878
Shares issued in reinvestment of distributions		80,795			66,795
Shares redeemed		(351,396,547	)		(897,617,033	)
Net decrease		(251,583,508	)		(87,216,360	)
Administration
Shares sold		—			8
Shares issued in reinvestment of distributions		—			—
Shares redeemed		—			(8	)
Net increase		—			—
Total Net Decrease		(1,409,687,643	)		(1,062,343,391	)
TempFund
Institutional
Shares sold		635,343,864,441			619,713,221,579
Shares issued in reinvestment of distributions		6,530,071			16,111,363
Shares redeemed		(631,541,890,323	)		(620,244,394,210	)
Net increase (decrease)		3,808,504,189			(515,061,268	)
Dollar
Shares sold		36,753,858,141			32,195,014,137
Shares issued in reinvestment of distributions		56,083			9,074
Shares redeemed		(36,380,515,435	)		(31,836,488,686	)
Net increase		373,398,789			358,534,525
Cash Management
Shares sold		688,072,757			689,699,547
Shares issued in reinvestment of distributions		52,278			32,164
Shares redeemed		(641,754,403	)		(758,671,981	)
Net increase (decrease)		46,370,632			(68,940,270	)
Cash Reserve
Shares sold		205,063,547			40,135,815
Shares issued in reinvestment of distributions		2,157			1,080
Shares redeemed		(200,119,565	)		(38,236,236	)
Net increase		4,946,139			1,900,659

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 93

Notes to Financial Statements (continued)

	Year Ended October 31,
TempFund (concluded)	2014			2013
Administration
Shares sold		13,239,518,823			13,561,200,519
Shares issued in reinvestment of distributions		58,579			118,056
Total issued		13,239,577,402			13,561,318,575
Shares redeemed		(13,437,553,677	)		(13,368,859,658	)
Net increase (decrease)		(197,976,275	)		192,458,917
Select
Shares sold		402,932,121			525,462,899
Shares issued in reinvestment of distributions		70,081			25,684
Total issued		403,002,202			525,488,583
Shares redeemed		(493,363,563	)		(547,550,927	)
Net decrease		(90,361,361	)		(22,062,344	)
Private Client
Shares sold		26,593,626			31,073,176
Shares issued in reinvestment of distributions		2,329			893
Shares redeemed		(28,382,046	)		(33,797,833	)
Net decrease		(1,786,091	)		(2,723,764	)
Premier
Shares sold		19,049,913			30,571,799
Shares issued in reinvestment of distributions		2,345			922
Shares redeemed		(25,624,541	)		(30,944,780	)
Net decrease		(6,572,283	)		(372,059	)
Total Net Increase (Decrease)		3,936,523,739			(56,265,604	)
T-Fund
Institutional
Shares sold		115,794,064,763			100,705,062,309
Shares issued in reinvestment of distributions		1,179,623			880,604
Shares redeemed		(112,742,298,144	)		(102,907,529,313	)
Net increase (decrease)		3,052,946,242			(2,201,586,400	)
Dollar
Shares sold		604,415,988			1,783,098,524
Shares issued in reinvestment of distributions		4,778			3,945
Shares redeemed		(704,753,194	)		(1,407,222,958	)
Net increase (decrease)		(100,332,428	)		375,879,511
Cash Management
Shares sold		2,492,164,730			4,558,450,090
Shares issued in reinvestment of distributions		60,327			62,186
Shares redeemed		(2,864,472,606	)		(5,010,995,889	)
Net decrease		(372,247,549	)		(452,483,613	)

94 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

	Year Ended October 31,
T-Fund (concluded)	2014			2013
Administration
Shares sold		—			321,449
Shares issued in reinvestment of distributions		—			133
Total issued		—			321,582
Shares redeemed		—			(16,752,114	)
Net decrease		—			(16,430,532	)
Select
Shares sold		395,753,942			256,503,193
Shares issued in reinvestment of distributions		31,785			11,610
Shares redeemed		(413,405,273	)		(145,564,842	)
Net increase (decrease)		(17,619,546	)		110,949,961
Premier
Shares sold		11,001,723			79,995,162
Shares issued in reinvestment of distributions		3,395			1,880
Shares redeemed		(62,805,690	)		(28,208,749	)
Net increase (decrease)		(51,800,572	)		51,788,293
Total Net Increase (Decrease)		2,510,946,147			(2,131,882,780	)
Treasury Trust Fund
Institutional
Shares sold		27,066,241,606			25,075,472,986
Shares issued in reinvestment of dividends and distributions		149,019			33,584
Shares redeemed		(23,720,329,546	)		(22,956,294,291	)
Net increase		3,346,061,079			2,119,212,279
Dollar
Shares sold		1,566,073,094			1,315,381,409
Shares issued in reinvestment of distributions		435			290
Shares redeemed		(1,318,272,081	)		(1,321,743,981	)
Net increase (decrease)		247,801,448			(6,362,282	)
Cash Management
Shares sold		28,111,076			68,676,620
Shares redeemed		(26,275,548	)		(70,856,656	)
Net increase (decrease)		1,835,528			(2,180,036	)
Administration
Shares sold		2,316,992,471			553,556,616
Shares issued in reinvestment of distributions		502			30
Shares redeemed		(2,089,561,467	)		(573,621,647	)
Net increase (decrease)		227,431,506			(20,065,001	)
Total Net Increase		3,823,129,561			2,090,604,960

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 95

Notes to Financial Statements (continued)

	Year Ended October 31,
MuniCash	2014			2013
Institutional
Shares sold		292,180,090			675,784,940
Shares issued in reinvestment of distributions		1,649			5,319
Total issued		292,181,739			675,790,259
Shares redeemed		(336,572,046	)		(720,107,898	)
Net decrease		(44,390,307	)		(44,317,639	)
Dollar
Shares sold		51,284,592			135,231,115
Shares issued in reinvestment of distributions		2,083			1,571
Shares redeemed		(88,805,992	)		(144,230,951	)
Net decrease		(37,519,317	)		(8,998,265	)
Cash Reserve
Shares sold		—			11
Shares redeemed		—			(11	)
Net increase (decrease)		—			—
Total Net Decrease		(81,909,624	)		(53,315,904	)
MuniFund
Institutional
Shares sold		5,362,576,205			7,375,361,885
Shares issued in reinvestment of distributions		118,246			82,048
Shares redeemed		(5,302,475,402	)		(7,428,563,984	)
Net increase (decrease)		60,219,049			(53,120,051	)
Dollar
Shares sold		214,637,156			230,598,154
Shares issued in reinvestment of distributions		1			14
Shares redeemed		(224,041,932	)		(236,035,610	)
Net decrease		(9,404,775	)		(5,437,442	)
Cash Management
Shares sold		6,415,596			38,898,023
Shares issued in reinvestment of distributions		2,381			662
Shares redeemed		(16,111,796	)		(21,800,161	)
Net increase (decrease)		(9,693,819	)		17,098,524
Administration
Shares sold		545,635,891			1,271,975,240
Shares issued in reinvestment of distributions		16,342			6,332
Shares redeemed		(518,541,163	)		(1,289,971,610	)
Net increase (decrease)		27,111,070			(17,990,038	)
Select
Shares sold		37,685,747			44,467,155
Shares issued in reinvestment of distributions		6,343			4,444
Shares redeemed		(36,409,885	)		(43,280,212	)
Net increase		1,282,205			1,191,387

96 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Notes to Financial Statements (continued)

	Year Ended October 31,
MuniFund (concluded)	2014			2013
Private Client
Shares sold		90,107			124,897
Shares issued in reinvestment of distributions		661			416
Total issued		90,768			125,313
Shares redeemed		(60,331	)		(336,868	)
Net increase (decrease)		30,437			(211,555	)
Premier
Shares sold		242,664			370,799
Shares issued in reinvestment of distributions		289			163
Shares redeemed		(460,341	)		(17,808	)
Net increase (decrease)		(217,388	)		353,154
Total Net Increase (Decrease)		69,326,779			(58,116,021	)
California Money Fund
Institutional
Shares sold		522,226,289			586,232,484
Shares issued in reinvestment of distributions		1,263			733
Shares redeemed		(535,568,080	)		(612,359,614	)
Net decrease		(13,340,528	)		(26,126,397	)
Dollar
Shares sold		31,316,029			39,519,971
Shares issued in reinvestment of distributions		659			634
Shares redeemed		(35,015,857	)		(50,596,473	)
Net decrease		(3,699,169	)		(11,075,868	)
Administration
Shares sold		3,598,915			3,770,997
Shares redeemed		(4,658,542	)		(2,648,825	)
Net increase (decrease)		(1,059,627	)		1,122,172
Select
Shares sold		13,422,920			39,808,617
Shares issued in reinvestment of distributions		1,412			2,069
Shares redeemed		(9,580,725	)		(41,026,311	)
Net increase (decrease)		3,843,607			(1,215,625	)
Private Client
Shares sold		64,889			4,247,763
Shares issued in reinvestment of distributions		825			419
Shares redeemed		(733,784	)		(3,900,662	)
Net increase (decrease)		(668,070	)		347,520
Premier
Shares sold		2			1
Shares issued in reinvestment of distributions		2			144
Shares redeemed		(138	)		(1,768,675	)
Net decrease		(134	)		(1,768,530	)
Total Net Decrease		(14,923,921	)		(38,716,728	)

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 97

Notes to Financial Statements (concluded)

	Year Ended October 31,
New York Money Fund	2014			2013
Institutional
Shares sold		289,249,537			282,678,587
Shares issued in reinvestment of distributions		938			1,293
Total issued		289,250,475			282,679,880
Shares redeemed		(265,522,538	)		(294,319,115	)
Net increase (decrease)		23,727,937			(11,639,235	)
Cash Management
Shares sold		60,720,565			86,462,934
Shares redeemed		(61,046,869	)		(70,715,672	)
Net increase (decrease)		(326,304	)		15,747,262
Administration
Shares sold		25,660,018			16,935,482
Shares redeemed		(27,474,742	)		(13,018,080	)
Net increase (decrease)		(1,814,724	)		3,917,402
Select
Shares sold		11,543,048			24,074,856
Shares issued in reinvestment of distributions		993			1,122
Shares redeemed		(13,522,921	)		(26,415,854	)
Net decrease		(1,978,880	)		(2,339,876	)
Private Client
Shares sold		1,630,376			1,057,395
Shares issued in reinvestment of distributions		71			25
Shares redeemed		(70,345	)		(1,296,651	)
Net increase (decrease)		1,560,102			(239,231	)
Premier
Shares sold		534,988			698,565
Shares issued in reinvestment of distributions		36			19
Shares redeemed		(375,663	)		(904,089	)
Net increase (decrease)		159,361			(205,505	)
Total Net Increase		21,327,492			5,240,817

8. 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.

98 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of BlackRock Liquidity Funds:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Federal Trust Fund, FedFund, TempCash, TempFund, T-Fund, Treasury Trust Fund, MuniCash, MuniFund, California Money Fund, and New York Money Fund, constituting BlackRock Liquidity Funds (collectively the “Funds”), as of October 31, 2014, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of October 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Philadelphia, Pennsylvania

December 22, 2014

Important Tax Information (Unaudited)

The following information is provided with respect to the ordinary income distributions paid by Federal Trust Fund, FedFund, TempCash, TempFund, T-Fund and Treasury Trust Fund during the fiscal year ended October 31, 2014:

Interest Related Dividends and Qualified Short-Term Capital Gains for Non-U.S. Residents1
	Month Paid:
	November 2013 - October 2014
Federal Trust Fund	100.00%
FedFund	100.00%
TempCash	100.00%
TempFund	100.00%
T-Fund	100.00%
Treasury Trust Fund	100.00%
Federal Obligation Interest2
Federal Trust Fund	58.30%
FedFund	21.98%
TempCash	1.09%
TempFund	1.17%
T-Fund	36.01%
Treasury Trust Fund	0.89%

¹  Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for non-resident aliens and foreign corporations.

²  The law varies in each state as to whether and what percentage of dividend income attributable to federal obligations is exempt from state income tax. We recommend that you consult your tax advisor to determine if any portion of the dividends you received is exempt from state income tax. Additionally, at least 50% of the assets of Federal Trust Fund and Treasury Trust Fund were invested in federal obligations at the end of each fiscal quarter.

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 99

Disclosure of Investment Advisory Agreement

The Board of Trustees (the “Board,” and the members of which are referred to as “Board Members”) of BlackRock Liquidity Funds (the “Trust”) met in person on April 24, 2014 (the “April Meeting”) and May 28-30, 2014 (the “May Meeting”) to consider the approval of the Trust’s investment advisory agreement (the “Agreement”) with BlackRock Advisors, LLC (the “Manager” or “BlackRock”), the Trust’s investment advisor, on behalf of each series of the Trust (each, a “Fund,” and together, the “Funds”).

Activities and Composition of the Board

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

The Agreement

Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreement on an annual basis. The Board has four quarterly meetings per year, each extending over two or three days, and a fifth one-day meeting to consider specific information surrounding the consideration of renewing the Agreement. In connection with this process, the Board assessed, among other things, the nature, scope and quality of the services provided to the Funds by BlackRock, its personnel and its affiliates, including (as applicable) investment management; administrative and shareholder services; oversight of fund service providers; marketing services; risk oversight; compliance and assistance in meeting applicable legal and regulatory requirements.

The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreement, including the services and support provided by BlackRock to the Funds and their shareholders. Among the matters the Board considered, with respect to each Fund, were: (a) investment performance for one-year, three-year, five-year and/or since inception periods, as applicable, against peer funds, and applicable benchmarks, if any, as well as senior management’s and portfolio managers’ analysis of the reasons for any over performance or underperformance against its peers and/or benchmark, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services, such as marketing and distribution, call center and fund accounting; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective, policies and restrictions, and meeting new regulatory requirements; (e) the Trust’s compliance with its Code of Ethics and other compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) execution quality of portfolio transactions; (j) BlackRock’s implementation of the Trust’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment objectives across the open-end fund, exchange-traded fund (“ETF”), closed-end fund and institutional account product channels, as applicable, and the similarities and differences between the services provided to these products as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives it creates; and (m) periodic updates on BlackRock’s business.

The Board has engaged in an ongoing strategic review with BlackRock of BlackRock’s product pipeline, opportunities to consolidate funds and BlackRock’s commitment to investment performance. BlackRock also furnished information to the Board in response to specific questions. These questions covered issues such as: BlackRock’s profitability, implementation of alternative investment strategies, investment performance, portfolio manager compensation and accountability, portfolio managers’ investments in the funds they manage, supplemental service agreements with third party distribution partners, subadvisory and advisory relationships with other clients (including mutual funds sponsored by third parties) and management fee levels and breakpoints. The Board further considered the importance of: (i) BlackRock’s management organization; (ii) marketing support for the funds; (iii) services provided to the funds by BlackRock affiliates; and (iv) BlackRock’s oversight of relationships with third party service providers.

Board Considerations in Approving the Agreement

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreement. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on the fees and expenses of each Fund as compared with a peer group of funds as determined by Lipper (“Expense Peers”) and the investment performance of each Fund as compared with a peer group of funds as determined by Lipper¹; (b) information on the profits realized by

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

100 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Disclosure of Investment Advisory Agreement (continued)

BlackRock and its affiliates pursuant to the Agreement and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees charged to other clients, such as institutional clients, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) review of non-management fees; (e) the existence, impact and sharing of potential economies of scale; (f) a summary of aggregate amounts paid by each Fund to BlackRock; (g) sales and redemption data regarding each Fund’s shares; and (h) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.

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

At the May Meeting, the Board, including all the Independent Board Members, approved the continuation of the Agreement between the Manager and the Trust with respect to each Fund for a one-year term ending June 30, 2015. In approving the continuation of the Agreement, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Funds; (d) each Fund’s costs to investors compared to the costs of Expense Peers and performance compared to the relevant performance comparison as previously discussed; (e) economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of its relationship with the Funds; and (g) other factors deemed relevant by the Board Members.

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

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

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

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

B. The Investment Performance of the Funds and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of each Fund. In preparation for the April Meeting, the Board worked with its independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of each Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock, which analyzed various factors that affect Lipper’s rankings. In connection with its review, the Board received and reviewed information regarding the investment performance of each Fund as compared to other funds in its applicable Lipper category. The Board was provided with a description of the methodology used by

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 101

Disclosure of Investment Advisory Agreement (continued)

Lipper to select peer funds and periodically meets with Lipper representatives to review its methodology. The Board and its Performance Oversight and Contract Committee regularly review, and meet with Fund management to discuss, the performance of each Fund throughout the year.

The Board reviewed each Fund’s performance within the context of the low yield environment that has existed over the past few years.

The Board noted that for each of the one-, three- and five-year periods reported, California Money Fund, MuniCash, MuniFund, New York Money Fund, TempCash, TempFund and T-Fund each ranked in the first quartile against its Lipper Performance Universe.

The Board noted that for the one-, three- and five-year periods reported, Treasury Trust Fund ranked in the first, third and second quartiles, respectively, against its Lipper Performance Universe. However, the Board noted that the Fund performed within the one basis point threshold of its Lipper Performance Universe peer median for the three-year period.

The Board noted that for the one-, three- and five-year periods reported, Federal Trust Fund and FedFund each ranked in the second, second and first quartiles, respectively, against its Lipper Performance Universe.

The quartile standing of each Fund in its Lipper peer group takes into account the Fund’s current yield only. The Board believes that the performance of a money market fund can only be understood holistically, accounting for current yield and risk. While the Board reviews each Fund’s current yield performance, it also examines the liquidity, duration, and credit quality of each Fund’s portfolio. In the Board’s view, BlackRock’s money market funds have performed well over the one-, three- and five-year periods given BlackRock’s emphasis on preserving capital and seeking as high a level of current income as is consistent with liquidity while simultaneously managing risk.

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

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Funds. The Board reviewed BlackRock’s profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2013 compared to available aggregate profitability data provided for the two prior years. The Board reviewed BlackRock’s profitability with respect to certain other fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. As a result, calculating and comparing profitability at individual fund levels is difficult.

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

In addition, the Board considered the cost of the services provided to the Funds by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Funds and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the management of the Funds. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreement and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk and liability profile in servicing the Funds in contrast to what is required of BlackRock with respect to other products with similar investment objectives across the open-end fund, ETF, closed-end fund and institutional account product channels, as applicable.

The Board noted that T-Fund’s contractual management fee rate ranked in the second quartile, and that the actual management fee rate and total expense ratio each ranked in the second quartile, relative to the Fund’s Expense Peers.

102 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Disclosure of Investment Advisory Agreement (continued)

The Board noted that FedFund’s contractual management fee rate ranked in the second quartile, and that the actual management fee rate and total expense ratio each ranked in the third quartile, relative to the Fund’s Expense Peers. The Board determined that the Fund’s total expense ratio was appropriate in light of the median total expense ratio paid by the Expense Peers.

The Board noted that TempFund’s contractual management fee rate ranked in the second quartile, and that the actual management fee rate and total expense ratio ranked in the fourth and third quartiles, respectively, relative to the Fund’s Expense Peers.

The Board noted that New York Money Fund’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile, relative to the Fund’s Expense Peers. The Board determined that the Fund’s contractual management fee rate was appropriate in light of the median contractual management fee rate paid by the Expense Peers.

The Board noted that Treasury Trust Fund’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio ranked in the second and first quartiles, respectively, relative to the Fund’s Expense Peers. The Board determined that the Fund’s contractual management fee rate was appropriate in light of the median contractual management fee rate paid by the Expense Peers.

The Board noted that Federal Trust Fund’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio ranked in the third and second quartiles, respectively, relative to the Fund’s Expense Peers.

The Board noted that California Money Fund’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the second and first quartiles, respectively, relative to the Fund’s Expense Peers.

The Board noted that MuniFund’s contractual management fee rate ranked in the fourth quartile, and that the actual management fee rate and total expense ratio ranked in the third and second quartiles, respectively, relative to the Fund’s Expense Peers.

The Board noted that the contractual management fee rate of each of MuniCash and TempCash ranked in the fourth quartile, and that the actual management fee rate and total expense ratio of each of these Funds each ranked in the fourth quartile, relative to the Fund’s Expense Peers.

The Board reviewed each Fund’s expenses within the context of the low yield environment and consequent expense waivers and reimbursements. The Board also noted that each of California Money Fund, MuniCash, MuniFund, New York Money Fund, TempCash and TempFund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board further noted that each of FedFund, Federal Trust Fund, T-Fund and Treasury Trust Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the combined aggregate asset level of the four Funds increases above certain contractually specified levels. The Board further noted that BlackRock has contractually agreed to a cap on each Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis. The Board additionally noted that, to enable each Fund to maintain minimum levels of daily net investment income, BlackRock and the Funds’ distributor have voluntarily agreed to reduce each Fund’s expenses as necessary. The voluntary waivers and reimbursements may be discontinued at any time without notice.

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Funds increase, as well as the existence of expense caps, as applicable. The Board also considered the extent to which each Fund benefits from such economies and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to participate in these economies of scale, for example through the use of revised breakpoints in the advisory fee based upon the asset level of the Fund and, in the case of FedFund, Federal Trust Fund, T-Fund and Treasury Trust Fund, based upon the combined aggregate asset level of the four Funds. In their consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.

E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from their respective relationships with the Funds, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Funds, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

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

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

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 103

Disclosure of Investment Advisory Agreement (concluded)

Conclusion

The Board, including all the Independent Board Members, approved the continuation of the Agreement between the Manager and the Trust with respect to each Fund for a one-year term ending June 30, 2015. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Funds reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.

104 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Officers and Trustees

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past 5 Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2
Ronald W. Forbes 1940	Co-Chair of the Board and Trustee	Since 2007	Professor Emeritus of Finance, School of Business, State University of New York at Albany since 2000.	33 RICs consisting of 153 Portfolios	None
Rodney D. Johnson 1941	Co-Chair of the Board and Trustee	Since 2007	President, Fairmount Capital Advisors, Inc. from 1987 to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011.	33 RICs consisting of 153 Portfolios	None
David O. Beim 1940	Trustee	Since 2007	Professor of Professional Practice at the Columbia University Graduate School of Business since 1991; Trustee, Phillips Exeter Academy from 2002 to 2012; Chairman, Wave Hill, Inc. (public garden and cultural center) from 1990 to 2006.	33 RICs consisting of 153 Portfolios	None
Frank J. Fabozzi 1948	Trustee	Since 2014	Editor of and Consultant for The Journal of Portfolio Management since 2006; Professor of Finance, EDHEC Business School since 2011; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011; Adjunct Professor of Finance and Becton Fellow, Yale University from 1994 to 2006.	112 RICs consisting of 232 Portfolios	None
Dr. Matina S. Horner 1939	Trustee	Since 2004	Executive Vice President, Teachers Insurance and Annuity Association and College Retirement Equities Fund from 1989 to 2003.	33 RICs consisting of 153 Portfolios	NSTAR (electric and gas utility)
Herbert I. London 1939	Trustee	Since 2007	Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities, New York University from 1993 to 2005 and Professor thereof from 1980 to 2005; President Emeritus, Hudson Institute (policy research organization) from 2011 to 2012, President thereof from 1997 to 2011 and Trustee from 1980 to 2012; Chairman of the Board of Trustees for Grantham University since 2006; Director, InnoCentive, Inc. (global internet service) since 2005; Director, Cerego, LLC (educational software) since 2005; Director, Cybersettle (online adjudication) since 2009; Director, AIMS Worldwide, Inc. (marketing) from 2007 to 2012.	33 RICs consisting of 153 Portfolios	None
Ian A. MacKinnon 1948	Trustee	Since 2012	Director, Kennett Capital, Inc. (investments) since 2006; Director, Free Library of Philadelphia from 1999 to 2008.	33 RICs consisting of 153 Portfolios	None
Cynthia A. Montgomery 1952	Trustee	Since 2007	Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012; Director, Harvard Business School Publishing from 2005 to 2010.	33 RICs consisting of 153 Portfolios	Newell Rubbermaid, Inc. (manufacturing)
Joseph P. Platt 1947	Trustee	Since 2007	Director, Jones and Brown (Canadian insurance broker) since 1998; General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Director, The West Penn Allegheny Health System (a not-for-profit health system) from 2008 to 2013; Partner, Amarna Corporation, LLC (private investment company) from 2002 to 2008.	33 RICs consisting of 153 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company)
Robert C. Robb, Jr. 1945	Trustee	Since 2007	Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981.	33 RICs consisting of 153 Portfolios	None
Toby Rosenblatt 1938	Trustee	Since 2005	President, Founders Investments Ltd. (private investments) since 1999; Director, Forward Management, LLC since 2007; Director, College Access Foundation of California (philanthropic foundation) since 2009; Director, A.P. Pharma, Inc. (specialty pharmaceuticals) from 1983 to 2011; Director, The James Irvine Foundation (philanthropic foundation) from 1998 to 2008.	33 RICs consisting of 153 Portfolios	None

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 105

Officers and Trustees (continued)

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past 5 Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2 (concluded)
Kenneth L. Urish 1951	Trustee	Since 2007	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Immediate 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 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.	33 RICs consisting of 153 Portfolios	None
Frederick W. Winter 1945	Trustee	Since 2007	Director, Alkon Corporation (pneumatics) since 1992; Professor and Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh from 2005 to 2013 and Dean thereof from 1997 to 2005; Director, Tippman Sports (recreation) from 2005-2013; Director, Indotronix International (IT services) from 2004 to 2008.	33 RICs consisting of 153 Portfolios	None
	1    The address of each Trustee is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. 2    Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 75. The Board has determined to extend the terms of Trustees on a case-by-case basis as appropriate. 3    Date shown is the earliest date a person has served for the Trust. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Trustees as joining the Trust’s board in 2007, those Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: David O. Beim, 1998; Ronald W. Forbes, 1977; Dr. Matina S. Horner, 2004; Rodney D. Johnson, 1995; Herbert I. London, 1987; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1998; Toby Rosenblatt, 2005; Kenneth L. Urish, 1999; and Frederick W.Winter, 1999. Frank J. Fabozzi first became a member of the boards of other funds advised by BlackRock Advisors, LLC or its affiliates in 1988.
Interested Trustees4
Paul L. Audet 1953	Trustee	Since 2011	Senior Managing Director of BlackRock and Head of U.S. Mutual Funds since 2011; Chair of the U.S. Mutual Funds Committee reporting to the Global Executive Committee since 2011; Head of BlackRock’s Real Estate business from 2008 to 2011; Member of BlackRock’s Global Operating and Corporate Risk Management Committees and of the BlackRock Alternative Investors Executive Committee and Investment Committee for the Private Equity Fund of Funds business since 2008; Head of BlackRock’s Global Cash Management business from 2005 to 2010; Acting Chief Financial Officer of BlackRock from 2007 to 2008; Chief Financial Officer of BlackRock from 1998 to 2005.	141 RICs consisting of 329 Portfolios	None
Henry Gabbay 1947	Trustee	Since 2007	Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.	141 RICs consisting of 329 Portfolios	None
	4    Mr. Audet is an “interested person,” as defined in the 1940 Act, of the Trust based on his positions with BlackRock and its affiliates. Mr. Gabbay is an “interested person” of the Trust based on his former positions with BlackRock and its affiliates as well as his ownership of BlackRock and The PNC Financial Services Group, Inc. securities. Mr. Audet, Dr. Fabozzi and Mr. Gabbay are also directors of the BlackRock registered closed-end funds and directors of other BlackRock registered open-end funds. Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 75. The Board has determined to extend the terms of Trustees on a case-by-case basis, as appropriate.

106 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Officers and Trustees (concluded)

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served	Principal Occupation(s) During Past Five Years
Officers2
John M. Perlowski 1964	President and Chief Executive Officer	Since 2010	Managing Director of BlackRock since 2009; Global Head of BlackRock Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.
Richard Hoerner, CFA 1958	Vice President	Since 2009	Managing Director of BlackRock since 2000; Head of the Global Cash Group since 2013; Co-head of the Global Cash and Securities Lending Group from 2010 to 2013; Member of the Cash Management Group Executive Committee since 2005.
Jennifer McGovern 1977	Vice President	Since 2014	Director of BlackRock since 2011; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock from 2008 to 2010.
Neal Andrews 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.
Jay Fife 1970	Treasurer	Since 2007	Managing Director of BlackRock since 2007; Director of BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Charles Park 1967	Chief Compliance Officer and Anti-Money Laundering Officer	Since 2014	Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Benjamin Archibald 1975	Secretary	Since 2012	Managing Director of BlackRock since 2014; Director of BlackRock from 2010 to 2013; Assistant Secretary of the BlackRock-advised funds from 2010 to 2012; General Counsel and Chief Operating Officer of Uhuru Capital Management from 2009 to 2010; Executive Director and Counsel of Goldman Sachs Asset Management from 2005 to 2009.
	1    The address of each Trustee is c/o BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. 2    Officers of the Trust serve at the pleasure of the Board.
	Further information about the Trust’s Officers and Trustees is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling 1-800-441-7450.

Effective September 19, 2014, Brendan Kyne resigned as a Vice President of the Trust and Jennifer McGovern became a Vice President of the Trust.

Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809	Accounting Agent Sub-Administrator and Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	Independent Registered Public Accounting Firm Deloitte & Touche LLP Philadelphia, PA 19103	Address of the Trust 100 Bellevue Parkway Wilmington, DE 19809
Custodian The Bank of New York Mellon New York, NY 10286	Distributor BlackRock Investments, LLC New York, NY 10022	Legal Counsel Sidley Austin LLP New York, NY 10019

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 107

Additional Information

General Information

Electronic Delivery

Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are available on BlackRock’s website.

To enroll in electronic delivery:

Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:

Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.

Shareholders Who Hold Accounts Directly with BlackRock:

1) Access the BlackRock website at

http://www.blackrock.com/cash

2) Select “Access Your Account”

3) Next, select “eDelivery” in the “Related Resources” box and follow the sign-up instructions

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 441-7450.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at

http:// www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7450.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling

(800) 441-7450; (2) at http://www.blackrock.com; and (3) on the SEC’s at website at http://www.sec.gov.

Availability of Proxy Voting Record

Information about how the Funds voted proxies relating to securities held in each Fund’s portfolio during the most recent 12-month period ended July 31 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 441-7450 and (2) on the SEC’s website at http://www.sec.gov.

BlackRock’s Mutual Fund Family

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

Shareholder Privileges

Account Information

Call us at (800) 441-7450 from 8:00 AM to 6:00 PM EST on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http:// www.blackrock.com/cash.

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.

108 BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014

Additional Information (concluded)

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 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 inquiries or 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

BLACKROCK LIQUIDITY FUNDS OCTOBER 31, 2014 109

This report is intended for existing shareholders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless preceded or accompanied by the Funds’ current prospectus. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a Fund. 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) 441-7450. Each Fund’s current 7-day yield more closely reflects the current earnings of a Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.

BRLF-10/14-AR

Item 2 –	Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com.
Item 3 –	Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial expert serving on its audit committee and (ii) each audit committee financial expert is independent:
	Kenneth L. Urish
	Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
Item 4 –	Principal Accountant Fees and Services
	The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

	(a) Audit Fees		(b) Audit-Related Fees1		(c) Tax Fees2		(d) All Other Fees3
Entity Name	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End
California Money Fund	$22,385	$22,163	$0	$0	$10,600	$10,600	$0	$0
Federal Trust Fund	$22,385	$21,163	$0	$0	$9,600	$9,600	$0	$0
FedFund	$25,314	$24,363	$0	$0	$9,600	$10,600	$0	$0
MuniCash	$22,385	$22,163	$0	$0	$10,600	$10,600	$0	$0
MuniFund	$24,607	$24,363	$0	$0	$10,600	$10,600	$0	$0
New York Money Fund	$22,385	$22,163	$0	$0	$10,600	$10,600	$0	$0
TempCash	$24,960	$24,363	$0	$0	$9,600	$10,600	$0	$0
TempFund	$26,980	$26,363	$0	$0	$9,600	$9,600	$0	$0
T-Fund	$25,314	$24,363	$0	$0	$9,600	$9,600	$0	$0
Treasury Trust Fund	$24,607	$24,363	$0	$0	$9,600	$9,600	$0	$0

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

	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees1	$0	$0
(c) Tax Fees2	$0	$0
(d) All Other Fees3	$2,555,000	$2,865,000

2

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

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

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

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

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Fund Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimus exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

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

Entity Name	Current Fiscal Year End	Previous Fiscal Year End
California Money Fund	$10,600	$10,600
Federal Trust Fund	$9,600	$9,600
FedFund	$9,600	$10,600
MuniCash	$10,600	$10,600
MuniFund	$10,600	$10,600
New York Money Fund	$10,600	$10,600
TempCash	$9,600	$10,600
TempFund	$9,600	$9,600
T-Fund	$9,600	$9,600
Treasury Trust Fund	$9,600	$9,600

3

	Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,865,000 and $2,970,000, respectively, were billed by D&T to the Investment Adviser.
	(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5 –	Audit Committee of Listed Registrants – Not Applicable
Item 6 –	Investments
	(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
	(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –	Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.
Item 11 –	Controls and Procedures
	(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
	(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –	Exhibits attached hereto
	(a)(1) Code of Ethics – See Item 2
	(a)(2) Certifications – Attached hereto

4

(a)(3) Not Applicable

(b) Certifications – Attached hereto

5

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

BlackRock Liquidity Funds

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock Liquidity Funds
Date: January 2, 2015

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

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock Liquidity Funds
Date: January 2, 2015
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of
	BlackRock Liquidity Funds

Date: January 2, 2015

6