UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05742

Name of Fund: 

BlackRock Funds

^SM

BlackRock Wealth Liquid Environmentally Aware Fund

Fund Address:   100 Bellevue Parkway, Wilmington, DE 19809

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

^SM

, 55 East 52^nd Street, New York, NY 10055

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

Date of fiscal year end: 03/31/2021

Date of reporting period: 03/31/2021

Item 1 – Report to Stockholders

(a)  The Report to Shareholders is attached herewith.

             (b)  Not Applicable

March

31,

2021

Not

FDIC

Insured

-

May

Lose

Value

-

No

Bank

Guarantee

2021

Annual

Report

BlackRock

Funds

SM

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Dear

Shareholder,

The

12-month

reporting

period

as

of

March

31,

2021

reflected

a

remarkable

period

of

disruption

and

adaptation,

as

the

global

economy

dealt

with

the

implications

of

the

coronavirus

(or

“COVID-19”)

pandemic.

As

the

period

began,

the

response

to

the

virus’s

spread

was

well

underway,

and

countries

around

the

world

instituted

economically

disruptive

countermeasures.

Stay-at-home

orders

and

closures

of

non-essential

businesses

became

widespread,

many

workers

were

laid

off,

and

unemployment

claims

spiked,

causing

a

global

recession

and

a

sharp

fall

in

equity

prices.

As

April

2020

began,

stocks

were

near

their

lowest

point

since

the

beginning

of

the

pandemic.

However,

a

steady

recovery

began,

as

businesses

started

re-opening

and

governments

learned

to

adapt

to

life

with

the

virus.

Equity

prices

continued

to

rise

throughout

the

summer,

fed

by

strong

fiscal

and

monetary

support

and

improving

economic

indicators.

Many

equity

indices

neared

or

surpassed

all-time

highs

late

in

the

reporting

period

following

the

implementation

of

mass

vaccination

campaigns

and

passage

of

an

additional

$1.9

trillion

of

fiscal

stimulus.

In

the

United

States,

both

large-

and

small-capitalization

stocks

posted

a

significant

advance.

International

equities

also

gained,

as

both

developed

countries

and

emerging

markets

rebounded

substantially.

The

10-year

U.S.

Treasury

yield

(which

is

inversely

related

to

bond

prices)

was

near

all-time

lows

as

the

period

began,

reflecting

a

reduced

investor

appetite

for

risk.

However,

inflation

concerns

from

a

rapidly

expanding

economy

raised

yields

late

in

the

reporting

period,

leading

to

a

negative

overall

return

for

most

U.S.

Treasuries.

In

the

corporate

bond

market,

support

from

the

U.S.

Federal

Reserve

(the

“Fed”)

assuaged

credit

concerns

and

led

to

positive

returns

for

corporate

bonds,

particularly

high-yield

corporates,

which

gained

substantially.

The

Fed

remained

committed

to

accommodative

monetary

policy

by

maintaining

near

zero

interest

rates

and

by

announcing

that

inflation

could

exceed

its

2%

target

for

a

sustained

period

without

triggering

a

rate

increase.

To

stabilize

credit

markets,

the

Fed

also

continued

purchasing

significant

quantities

of

bonds,

as

did

other

influential

central

banks

around

the

world,

including

the

European

Central

Bank

and

the

Bank

of

Japan.

Looking

ahead,

while

coronavirus-related

disruptions

have

clearly

hindered

worldwide

economic

growth,

we

believe

that

the

global

expansion

will

continue

to

accelerate

as

vaccination

efforts

ramp

up

and

pent-up

consumer

demand

leads

to

higher

spending.

In

early

2021,

President

Biden

signed

one

of

the

largest

economic

rescue

packages

in

U.S.

history,

which

should

provide

a

solid

tailwind

for

economic

growth.

In

our

view,

inflation

is

likely

to

increase

somewhat

as

the

expansion

continues,

but

moderate

inflation

is

less

likely

to

be

followed

by

interest

rate

hikes

that

could

threaten

the

economic

expansion

due

to

the

change

in

Fed

policy.

Overall,

we

favor

a

positive

stance

toward

risk,

with

an

overweight

in

equities.

We

see

U.S.

and

Asian

equities

outside

of

Japan

benefiting

from

structural

growth

trends

in

technology,

while

emerging

markets

should

be

particularly

helped

by

a

vaccine-led

economic

expansion.

While

we

are

neutral

overall

on

credit,

rising

inflation

should

provide

tailwinds

for

inflation-protected

bonds,

and

global

high-yield

and

Asian

bonds

also

present

attractive

opportunities.

We

believe

that

international

diversification

and

a

focus

on

sustainability

can

help

provide

portfolio

resilience,

and

the

disruption

created

by

the

coronavirus

appears

to

be

accelerating

the

shift

toward

sustainable

investments.

In

this

environment,

our

view

is

that

investors

need

to

think

globally,

extend

their

scope

across

a

broad

array

of

asset

classes,

and

be

nimble

as

market

conditions

change.

We

encourage

you

to

talk

with

your

financial

advisor

and

visit

blackrock.com

for

further

insight

about

investing

in

today’s

markets.

Sincerely,

Rob

Kapito

President,

BlackRock

Advisors,

LLC

The

Markets

in

Review

Rob

Kapito

President,

BlackRock

Advisors,

LLC

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Total

Returns

as

of

March

31,

2021

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

19.07%

56.35%

U.S.

small

cap

equities

(Russell

2000

®

Index)

48.05

94.85

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

20.08

44.57

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

22.43

58.39

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

0.06

0.12

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

(8.88)

(8.23)

U.S.

investment

grade

bonds

(Bloomberg

Barclays

U.S.

Aggregate

Bond

Index)

(2.73)

0.71

Tax-exempt

municipal

bonds

(S&P

Municipal

Bond

Index)

1.46

5.29

U.S.

high

yield

bonds

(Bloomberg

Barclays

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

7.35

23.65

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

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

2

Annual

Report:

Money

Market

Overview

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

4

Fund

Information

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

5

Disclosure

of

Expenses

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

5

Financial

Statements:

Schedule

of

Investments

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

6

Statement

of

Assets

and

Liabilities

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

10

Statement

of

Operations

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

12

Statements

of

Changes

in

Net

Assets

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

13

Financial

Highlights

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

14

Notes

to

Financial

Statements

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

19

Report

of

Independent

Registered

Public

Accounting

Firm

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

26

Important

Tax

Information

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

27

Disclosure

of

Investment

Sub-Advisory

Agreement

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

28

Trustee

and

Officer

Information

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

29

Additional

Information

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

33

Glossary

of

Terms

Used

in

This

Report

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

35

Money

Market

Overview

For

the

12-Month

Period

Ended

on

March

31,

2021

2021

BlackRock

Annual

Report

to

Shareholders

4

During

the

12-month

period

ended

March

31,

2021,

the

Federal

Open

Market

Committee

(the

“FOMC”

or,

the

“Committee”)

left

the

range

for

the

Federal

Funds

target

rate

unchanged

at

0.00%--0.25%,

which

has

been

the

range

since

the

emergency

cuts

were

made

at

the

start

of

the

pandemic.

Throughout

the

course

of

this

period,

Fed

Chair

Jerome

Powell

maintained

the

position

that

“the

path

of

the

economy

will

depend

significantly

on

the

course

of

the

virus,”

and

reiterated

the

commitment

to

the

Committee’s

accommodative

policies

to

help

the

U.S.

economy

achieve

pre-pandemic

employment

levels.

During

its

December

16,

2020

meeting,

the

FOMC

stated

it

“will

continue

to

increase

its

holdings

of

Treasury

securities

by

at

least

$80

billion

per

month

and

of

agency

mortgage-backed

securities

by

at

least

$40

billion

per

month

until

substantial

further

progress

has

been

made

toward

the

Committee’s

maximum

employment

and

price

stability

goals.”

At

its

most

recent

Committee

meeting

on

March

17,

2021,

the

FOMC

released

a

statement

to

note

that

“indicators

of

economic

activity

and

employment

have

turned

up

recently,

although

the

sectors

most

adversely

affected

by

the

pandemic

remain

weak.”

The

summary

of

economic

projections

was

also

released

alongside

this

meeting

and

reflected

upgraded

forecasts

for

economic

growth

and

employment

relative

to

the

December

2020

projections.

Inflation

was

estimated

to

be

at

or

above

the

FOMC’s

2%

target

over

the

forecast

horizon.

However,

the

Fed’s

“dot

plot”

reflected

no

change

in

the

median

Federal

Funds

target

rate

through

2023.

As

of

March

31,

2021,

Treasury

bill

tenors

between

one-month

and

one-year

traded

between

0.01%

and

0.06%.

For

reference,

Treasury

bills

of

the

same

tenors

traded

between

0.12%

and

0.15%

as

of

June

30,

2020.

Rates

continuously

trended

lower

during

the

period

as

a

result

of

a

consistent

reduction

in

net

supply,

front-end

inflows,

solid

demand

and

elevated

levels

of

liquidity.

Credit

supply

in

the

front-end

was

lackluster

for

much

of

the

period

as

issuers

capitalized

on

the

zero-rate

environment

to

issuer

longer-dated

debt.

This

caused

a

supply

and

demand

imbalance

in

the

front-end,

leading

to

rich

valuations

and

tighter

spreads.

Credit

spreads

steadily

contracted

after

spiking

to

record-high

levels

at

the

onset

of

the

pandemic

amid

market

stress

and

volatility.

The

three-month

London

Interbank

Offered

Rate

overnight

indexed

swap

spread

(a

gauge

of

stress

in

the

financial

system)

contracted

to

0.12%

as

of

March

31,

2021

from

1.37%

as

of

April

1,

2020.

With

respect

to

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(the

“Fund”),

portfolio

positioning

as

of

March

31,

2021

expressed

our

outlook

for

decreased

supply

and

increased

demand

for

money

market

assets

continuing

to

pressure

yields

lower

through

much

of

2021.

The

Fund’s

portfolio

purchases

were

focused

on

longer-dated

fixed

and

floating

rate

commercial

paper

and

certificates

of

deposit

from

issuers

that

exhibited

better-than-average

performance

with

regard

to

the

environment.

To

take

advantage

of

the

relative

value

spread

between

fixed

and

floating

rate

investments,

the

portfolio’s

allocation

to

floating

rate

instruments

increased

to

36%

as

of

March

31,

2021

as

compared

to

17%

at

the

beginning

of

the

12-month

period.

Past

performance

is

no

guarantee

of

future

results.

Index

performance

is

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Fund

Information

as

of

March

31,

2021

5

Fund

Information

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investment

Objective

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund’s

(the

"Fund")

investment

objective

is

to

seek

as

high

a

level

of

current

income

as

is

consistent

with

liquidity

and

preservation

of

capital

while

giving

consideration

to

select

environmental

criteria.

Disclosure

of

Expenses

Shareholders

of

the

Fund

may

incur

the

following

charges:

(a)

transactional

expenses;

and

(b)

operating

expenses,

including

investment

advisory

fees,

administration

fees, service

and

distribution

fees, and

other

fund

expenses.

The

expense

example

shown below

(which

is

based

on

a

hypothetical

investment

of

$1,000

invested

on October

1,

2020 and

held

through

March

31,

2021)

is

intended

to

assist

shareholders

both

in

calculating

expenses

based

on

an

investment

in

the

Fund

and

in

comparing

these

expenses

with

similar

costs

of

investing

in

other

mutual

funds.

The

expense

example

provides

information

about

actual

account

values

and

actual

expenses.

In

order

to

estimate

the

expenses

a

shareholder

paid

during

the

period

covered

by

this

report,

shareholders

can

divide

their

account

value

by

$1,000

and

then

multiply

the

result

by

the

number

corresponding

to

their share

class

under

the

heading

entitled

“Expenses

Paid

During

the

Period.” 

The

expense

example

also

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses.

In

order

to

assist

shareholders

in

comparing

the

ongoing

expenses

of

investing

in

the

Fund

and

other

funds,

compare

the

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

shareholder

reports

of

other

funds. 

The

expenses

shown

in

the

expense

example

are

intended

to

highlight

shareholders’

ongoing

costs

only

and

do

not

reflect

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.

CURRENT

SEVEN-DAY

YIELDS

7-Day

SEC

Yields

7-Day

Yields

Institutional

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

0.02‌

%

0.02‌

%

Premier

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

0.02‌

0.02‌

Service

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

0.00‌ 

0.00‌

Investor

A

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

0.00‌ 

0.00‌

Investor

C

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

0.00‌ 

0.00‌

The

7-Day

SEC

Yields

may

differ

from

the

7-Day

Yields

shown

above

due

to

the

fact

that

the

7-Day

SEC

Yields

exclude

distributed

capital

gains.

Past

performance

is

not

an

indication

of

future

results.

PORTFOLIO

COMPOSITION

Asset

Type

Percent

of

Net

Assets

Commercial

Paper

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

47‌

%

Certificates

of

Deposit

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

24‌

Repurchase

Agreements

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

13‌

Municipal

Bonds

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

9‌

Time

Deposits

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

5‌

U.S.

Government

Sponsored

Agency

Obligations

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

1‌

U.S.

Treasury

Obligations

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

—‌

(a)

Other

Assets

Less

Liabilities

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

1‌

(a)

Represents

less

than

1%

of

the

Fund's

net

assets.

Actual

Hypothetical

(a)

Beginning

Account

Value

(10/01/20)

Ending

Account

Value

(03/31/21)

Expenses

Paid

During

the

Period

(b)

Beginning

Account

Value

(10/01/20)

Ending

Account

Value

(03/31/21)

Expenses

Paid

During

the

Period

(b)

Annualized

Expense

Ratio

Institutional

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

$

1,000.00‌

$

1,000.30‌

$

1.00‌

$

1,000.00‌

$

1,023.93‌

$

1.01‌

0.20‌%

Premier

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

1,000.00‌

1,000.30‌

1.00‌

1,000.00‌

1,023.93‌

1.01‌

0.20‌

Service

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

1,000.00‌

1,000.20‌

1.10‌

1,000.00‌

1,023.83‌

1.11‌

0.22‌

Investor

A

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

1,000.00‌

1,000.10‌

1.15‌

1,000.00‌

1,023.78‌

1.16‌

0.23‌

Investor

C

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

1,000.00‌

1,000.10‌

1.20‌

1,000.00‌

1,023.73‌

1.21‌

0.24‌

(a)

Hypothetical

5%

annual

return

before

expenses

is

calculated

by

prorating

the

number

of

days

in

the

most

recent

fiscal

half

year

divided

by

365.

(b)

For

each

class

of

the

Fund,

expenses

are

equal

to

the

annualized

expense

ratio

for

the

class,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

182/365

(to

reflect

the

one-half

year

period

shown).

2021

BlackRock

Annual

Report

to

Shareholders

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

6

(Percentages

shown

are

based

on

Net

Assets)

Schedule

of

Investments

March

31,

2021

Security

Par

(000)

Pa

r

(

000)

Value

Certificates

of

Deposit

—

24.4%

Domestic

—

1.7%

Bank

of

America

NA

(a)

:

(LIBOR

USD

3

Month

+

0.05%),

0.29%, 10/01/21

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

USD

3,750

$

3,750,000

(SOFR

+

0.26%),

0.27%, 01/10/22

......

5,300

5,300,000

Citibank

NA,

0.27%, 06/14/21

...........

30,000

30,000,000

39,050,000

Euro

—

0.7%

(b)

Bank

of

Montreal,

0.28%, 03/09/22

........

5,000

4,986,738

Mitsubishi

UFJ

Trust

International

Ltd.,

0.24%, 04/21/21

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

11,000

10,998,534

15,985,272

Yankee

—

22.0%

(c)

Bank

of

Montreal,

Chicago

(a)

:

(LIBOR

USD

3

Month

+

0.12%),

0.31%, 06/24/21

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

20,000

20,000,000

(LIBOR

USD

3

Month

+

0.04%),

0.22%, 09/17/21

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

20,000

20,000,000

(LIBOR

USD

3

Month

+

0.04%),

0.28%, 10/06/21

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

30,000

30,000,000

Canadian

Imperial

Bank

of

Commerce,

New

York:

0.60%, 05/04/21

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

15,000

15,000,000

(LIBOR

USD

3

Month

+

0.14%),

0.36%, 07/23/21

(a)

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

15,000

15,000,000

(LIBOR

USD

3

Month

+

0.16%),

0.35%, 08/06/21

(a)

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

9,000

9,000,000

(LIBOR

USD

3

Month

+

0.05%),

0.23%, 09/13/21

(a)

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

13,000

13,000,000

(LIBOR

USD

3

Month

+

0.04%),

0.28%, 10/04/21

(a)

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

30,000

30,000,000

(LIBOR

USD

3

Month

+

0.11%),

0.34%, 01/14/22

(a)

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

10,000

10,000,000

Credit

Suisse

AG,

New

York,

(SOFR

+

0.30%),

0.31%, 11/16/21

(a)

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

20,000

20,000,000

Kookmin

Bank,

New

York,

(LIBOR

USD

1

Month

+

0.23%),

0.33%, 02/07/22

(a)

.....

9,000

9,000,000

Mizuho

Bank

Ltd.,

New

York:

0.25%, 08/10/21

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

15,000

15,000,000

0.21%, 08/26/21

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

20,000

20,000,000

Nordea

Bank

Abp

,

New

York

(a)

:

(LIBOR

USD

3

Month

+

0.32%),

0.52%, 05/05/21

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

6,420

6,420,540

(LIBOR

USD

3

Month

+

0.10%),

0.29%, 06/09/21

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

15,000

14,999,459

Royal

Bank

of

Canada,

New

York:

(LIBOR

USD

3

Month

+

0.45%),

0.67%, 04/23/21

(a)

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

10,000

10,000,000

0.65%, 05/03/21

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

15,000

15,000,000

0.43%, 07/26/21

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

12,000

12,000,000

(LIBOR

USD

3

Month

+

0.09%),

0.27%, 12/10/21

(a)

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

18,000

18,000,000

Skandinaviska

Enskilda

Banken

AB,

New

York:

0.25%, 05/13/21

-

06/01/21

...........

20,000

20,000,000

Standard

Chartered

Bank,

New

York,

(LIBOR

USD

3

Month

+

0.10%),

0.32%, 04/28/21

(a)

25,000

25,000,000

Sumitomo

Mitsui

Trust

Bank

Ltd.,

New

York,

0.05%, 04/05/21

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

30,000

30,000,000

Svenska

Handelsbanken

AB,

New

York,

(LIBOR

USD

3

Month

+

0.11%),

0.30%, 06/16/21

(a)

.

11,000

11,000,000

Swedbank

AB,

New

York:

0.25%, 07/26/21

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

25,000

25,000,000

Security

Par

(000)

Par

(000)

Value

Yankee

(continued)

(LIBOR

USD

3

Month

+

0.05%),

0.27%, 10/20/21

(a)

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

USD

20,000

$

19,999,414

Toronto-Dominion

Bank,

New

York:

0.50%, 05/13/21

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

15,000

15,000,000

(LIBOR

USD

3

Month

+

0.14%),

0.36%, 07/19/21

(a)

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

10,000

10,000,000

0.43%, 07/28/21

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

12,000

12,000,000

0.40%, 08/16/21

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

12,000

12,000,000

UBS

AG,

Stamford,

1.38%, 04/16/21

.......

15,000

15,000,000

497,419,413

Total

Certificates

of

Deposit

—

24.4%

(Cost:

$552,454,685)

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

552,454,685

Commercial

Paper

—

46.7%

Alinghi

Funding

Co.

LLC

(b)

:

0.17%,

09/16/21

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

6,000

5,992,720

0.19%,

12/07/21

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

12,000

11,977,500

Alpine

Securitization

Ltd.

(d)

:

0.25%,

05/05/21

(a)

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

40,000

40,000,000

0.26%,

05/05/21

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

25,000

25,000,000

Antalis

SA

(b)

:

0.08%,

04/01/21

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

30,000

30,000,000

0.09%,

04/06/21

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

37,600

37,599,530

0.14%,

05/11/21

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

5,000

4,998,889

ASB

Finance

Ltd.

(b)

:

0.11%,

06/28/21

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

11,750

11,742,819

0.15%,

09/13/21

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

20,000

19,981,667

Atlantic

Asset

Securitization

LLC

(a)

:

(LIBOR

USD

1

Month

+

0.06%),

0.17%,

05/02/21

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

6,500

6,500,000

(LIBOR

USD

1

Month

+

0.09%),

0.20%,

05/02/21

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

9,000

9,000,000

Australia

&

New

Zealand

Banking

Group

Ltd.:

0.12%,

06/10/21

(b)

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

15,000

14,992,708

(LIBOR

USD

3

Month

+

0.03%),

0.21%,

03/02/22

(a)

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

10,000

10,000,000

Bank

of

Nova

Scotia

(The),

(LIBOR

USD

3

Month

+

0.03%),

0.23%

,

08/10/21

(a)

.....

14,000

14,000,119

Barclays

Bank

plc,

0.08%

,

04/01/21

(b)

......

48,000

48,000,000

Bayerische

Landesbank

,

0.06%

,

04/05/21

(b)

..

31,000

30,999,828

BNP

Paribas

SA,

0.05%

,

04/01/21

(b)

.......

65,000

65,000,000

BNZ

International

Funding

Ltd.,

0.17%

,

11/16/21

(b)

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

8,000

7,989,568

BPCE

SA

(b)

:

0.12%,

05/13/21

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

10,000

9,996,500

0.23%,

12/01/21

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

14,000

13,968,212

0.23%,

12/09/21

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

10,000

9,976,550

Britannia

Funding

Co.

LLC

(b)(d)

:

0.20%,

06/17/21

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

11,000

10,995,530

0.21%,

08/18/21

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

27,200

27,177,945

CAFCO

LLC,

0.05%

,

04/01/21

(b)

..........

22,000

22,000,000

Citigroup

Global

Markets,

Inc.,

0.12%

,

06/04/21

(b)

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

30,000

29,986,133

Commonwealth

Bank

of

Australia,

(LIBOR

USD

3

Month

+

0.09%),

0.28%

,

05/28/21

(a)

....

35,000

35,000,000

DBS

Bank

Ltd.,

0.16%

,

07/06/21

(b)

........

7,000

6,995,707

DNB

Bank

ASA,

(LIBOR

USD

3

Month

+

0.10%),

0.30%

,

06/25/21

(a)

...........

20,000

20,000,000

Fairway

Finance

Co.

LLC,

0.17%

,

07/08/21

(b)

.

14,000

13,990,091

HSBC

Bank

plc,

(LIBOR

USD

3

Month

+

0.14%),

0.33%

,

08/31/21

(a)

...........

17,000

17,000,000

ING

US

Funding

LLC,

0.18%

,

12/14/21

(b)

....

9,000

8,981,046

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Schedule

of

Investments

7

(Percentages

shown

are

based

on

Net

Assets)

Schedule

of

Investments

(continued)

March

31,

2021

Security

Par

(000)

Par

(000)

Value

Commercial

Paper

(continued)

Landesbank

Baden-Wuerttemberg,

0.10%

,

04/01/21

(b)

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

USD

84,000

$

84,000,000

Mackinac

Funding

Co.

LLC,

0.11%

,

04/15/21

(b)

14,000

13,998,421

Matchpoint

Finance

plc,

0.16%

,

06/21/21

(b)

...

20,000

19,993,250

Mitsubishi

UFJ

Trust

&

Banking

Corp.,

0.19%

,

08/20/21

(b)

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

16,000

15,986,840

National

Australia

Bank

Ltd.

(a)

:

(LIBOR

USD

1

Month

+

0.11%),

0.22%,

04/29/21

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

10,000

10,000,168

(LIBOR

USD

3

Month

+

0.12%),

0.35%,

07/08/21

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

5,000

5,000,000

(LIBOR

USD

3

Month

+

0.04%),

0.23%,

03/29/22

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

7,000

7,000,000

National

Bank

of

Canada,

0.18%

,

10/25/21

(b)

.

25,000

24,971,250

Natixis

SA,

0.11%

,

05/18/21

(b)

...........

19,000

18,992,806

Province

of

British

Columbia

Canada,

0.07%

,

05/13/21

(b)

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

6,000

5,998,320

Societe

Generale

SA,

0.11%

,

06/02/21

(b)

....

15,000

14,992,250

Svenska

Handelsbanken

AB

(a)

:

(LIBOR

USD

3

Month

+

0.02%),

0.21%,

09/02/21

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

30,000

29,999,233

(LIBOR

USD

3

Month

+

0.01%),

0.21%,

09/23/21

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

9,000

9,000,000

Thunder

Bay

Funding

LLC,

0.12%

,

05/17/21

(b)

10,000

9,996,806

Toronto-Dominion

Bank

(The),

0.08%

,

04/07/21

(b)

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

20,000

19,999,800

UBS

AG

(a)

:

(LIBOR

USD

3

Month

+

0.17%),

0.39%,

07/09/21

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

25,000

25,000,000

(LIBOR

USD

3

Month

+

0.12%),

0.35%,

10/14/21

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

15,000

15,000,000

(LIBOR

USD

3

Month

+

0.17%),

0.36%,

12/02/21

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

9,000

9,000,000

(SOFR

+

0.20%),

0.21%,

02/08/22

......

8,000

8,000,000

Victory

Receivables

Corp.,

0.07%

,

04/07/21

(b)

.

14,000

13,999,813

Westpac

Banking

Corp.

(a)

:

(LIBOR

USD

3

Month

+

0.09%),

0.28%,

05/28/21

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

20,000

20,000,000

(LIBOR

USD

3

Month

+

0.12%),

0.36%,

07/02/21

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

20,000

20,000,000

(LIBOR

USD

3

Month

+

0.00%),

0.19%,

09/01/21

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

11,000

10,999,463

(LIBOR

USD

3

Month

+

0.01%),

0.21%,

02/04/22

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

10,000

9,999,137

(LIBOR

USD

3

Month

+

0.02%),

0.20%,

02/17/22

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

14,000

13,999,176

Total

Commercial

Paper

—

46.7%

(Cost:

$1,055,769,795)

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

1,055,769,795

Municipal

Bonds

—

8.5%

Arizona

—

2.4%

(d)(e)(f)

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9031,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LOC),

0.49%, 05/05/21

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

13,630

13,630,000

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9037,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LOC),

0.49%, 05/05/21

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

25,000

25,000,000

Security

Par

(000)

Par

(000)

Value

Arizona

(continued)

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9045,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LOC),

0.49%, 05/05/21

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

USD

15,000

$

15,000,000

53,630,000

California

—

1.4%

(d)(e)(f)

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9014,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LIQ),

0.47%, 05/05/21

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

22,455

22,455,000

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9048,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LOC),

0.49%, 05/05/21

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

9,345

9,345,000

31,800,000

Colorado

—

0.4%

Colorado

Housing

and

Finance

Authority,

Series

2021C-2,

RB,

VRDN

(Federal

Home

Loan

Bank

SBPA),

0.09%, 04/07/21

(f)

........

9,485

9,485,000

Florida

—

1.2%

Abag

Finance

Authority

for

Nonprofit

Corp.,

Tender

Option

Bond

Trust

Receipts/

Certificates

Various

States,

Series

2020-

XFT1204,

RB,

VRDN

(JP

Morgan

Chase

Bank

NA

LIQ),

0.21%, 04/07/21

(d)(e)(f)

.....

28,325

28,325,000

New

York

—

1.5%

Taxable

Series

2021-XFT1210,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

VRDN

(JP

Morgan

Chase

Bank

NA

LIQ),

0.21%, 04/07/21

(d)(e)(f)

...........

32,900

32,900,000

Other

—

0.2%

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9043,

RB,

VRDN

(Mizuho

Bank

Ltd.

LOC),

0.32%, 04/07/21

(d)

(e)(f)

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

4,985

4,985,000

Rhode

Island

—

1.4%

Mizuho

Floater/Residual

Trust,

Tender

Option

Bond

Trust

Receipts/Certificates

Various

States,

Series

2020-MIZ9023,

RB,

VRDN

(Mizuho

Capital

Markets

LLC

LOC),

0.47%, 05/05/21

(d)(e)(f)

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

30,915

30,915,000

Total

Municipal

Bonds

—

8.5%

(Cost:

$192,040,000)

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

192,040,000

Time

Deposits

—

5.4%

Credit

Agricole

Corporate

and

Investment

Bank

SA,

0.05%, 04/01/21

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

11,800

11,800,000

Skandinaviska

Enskilda

Banken

AB,

0.03%, 04/01/21

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

90,000

90,000,000

Svenska

Handelsbanken

AB,

0.02%, 04/01/21

20,000

20,000,000

Total

Time

Deposits

—

5.4%

(Cost:

$121,800,000)

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

121,800,000

2021

BlackRock

Annual

Report

to

Shareholders

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

8

(Percentages

shown

are

based

on

Net

Assets)

Schedule

of

Investments

(continued)

March

31,

2021

Security

Par

(000)

Pa

r

(

000)

Value

U.S.

Government

Sponsored

Agency

Obligations

—

0.8%

United

States

International

Development

Finance

Corp.

Variable

Rate

Notes:

(3

Month

Treasury

Bill

Rate

+

0.00%),

0.10%

,

 04/07/21

(a)

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

USD

18,947

$

18,946,875

Total

U.S.

Government

Sponsored

Agency

Obligations

—

0.8%

(Cost:

$18,946,875)

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

18,946,875

Security

Par

(000)

Pa

r

(

000)

Value

U.S.

Treasury

Obligations

—

0.3%

U.S.

Treasury

Notes,

(US

Treasury

3

Month

Bill

Money

Market

Yield

+

0.22%),

0.24%, 07/31/21

(a)

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

USD

7,000

$

6,999,570

Total

U.S.

Treasury

Obligations

—

0.3%

(Cost:

$6,999,570)

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

6,999,570

Total

Repurchase

Agreements

—

12.5%

(Cost:

$283,000,000)

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

283,000,000

Total

Investments

—

98.6%

(Cost:

$2,231,010,925

)

(g)

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

2,231,010,925

Other

Assets

Less

Liabilities

—

1.4%

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

31,201,409

Net

Assets

—

100.0%

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

$

2,262,212,334

(a)

Variable

rate

security.

Interest

rate

resets

periodically.

The

rate

shown

is

the

effective

interest

rate

as

of

period

end.

Security

description

also

includes

the

reference

rate

and

spread

if

published

and

available.

(b)

Rates

are

the

current

rate

or

a

range

of

current

rates

as

of

period

end.

(c)

Issuer

is

a

U.S.

branch

of

a

foreign

domiciled

bank.

(d)

Security

exempt

from

registration

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933,

as

amended.

These

securities

may

be

resold

in

transactions

exempt

from

registration

to

qualified

institutional

investors.

(e)

These

securities

are

short-term

floating

rate

certificates

issued

by

tender

option

bond

trusts

and

are

secured

by

the

underlying

municipal

bond

securities.

(f)

Variable

rate

security.

Rate

as

of

period

end

and

maturity

is

the

date

the

principal

owed

can

be

recovered

through

demand.

(g)

Cost

for

U.S.

federal

income

tax

purposes.

Repurchase

Agreements

Repurchase

Agreements

Collateral

Counterparty

Coupon

Rate

Purchase

Date

Maturity

Date

Par

(000)

A

t

Value

(000)

Proceeds

Including

Interest

Position

Original

Par

Position

Received,

At

Value

Bank

of

America

Securities,

Inc.

.....

0.01

%

03/31/21

04/01/21

$

15,000

$

15,000

$

15,000,004

U.S.

Government

Sponsored

Agency

Obligation,

2.50%,

due

02/20/51

.........

$

14,827,545

$

15,300,000

$

–

$

–

Citigroup

Global

Markets,

Inc.

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

0.01

03/31/21

04/01/21

30,000

30,000

30,000,009

U.S.

Treasury

Obligation,

2.88%,

due

05/15/49

.........

27,522,500

30,600,097

$

–

$

–

Fixed

Income

Clearing

Corp.

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

0.01

03/31/21

04/01/21

8,000

8,000

8,000,002

U.S.

Treasury

Obligation,

2.25%,

due

11/15

/2

7

.........

7,629,400

8,160,002

$

–

$

–

JP

Morgan

Securities

LLC

0.01

03/31/21

04/01/21

8,000

8,000

8,000,002

U.S.

Treasury

Obligation,

1.63%,

due

08/15/22

.........

7,979,100

8,160,019

0.01

03/31/21

04/01/21

200,000

200,000

200,000,056

U.S.

Government

Sponsored

Agency

Obligations,

1.5

0%

to

5.00%,

due

11/20/25

to

09/15/62

.........

233,789,576

204,000,000

$

–

$

–

$

208,000

$

212,160,019

$

–

$

–

Mizuho

Securities

USA

LLC

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

0.01

03/31/21

04/01/21

22,000

22,000

22,000,006

U.S.

Treasury

Obligations,

3.00%

to

3.88%,

due

08/15/40

to

08/15/48

.........

18,994,500

22,440,007

$

–

$

–

$

283,000

$

288,660,125

$

–

$

–

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Schedule

of

Investments

9

Schedule

of

Investments

(continued)

March

31,

2021

See

notes

to

financial

statements.

Fair

Value

Hierarchy

as

of

Period

End

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

For

a

description

of

the

input

levels

and

information

about

the

Fund’s

policy

regarding

valuation

of

financial

instruments,

refer

to

the

Notes

to

Financial

Statements.

The

following

table

summarizes

the

Fund’s

investments

categorized

in

the

fair

value

hierarchy.

The

breakdown

of

the

Fund's

investments

into

major

categories

is

disclosed

in

the

Schedule

of

Investments

above.

Level

1

Level

2

Level

3

Total

Assets:

Investments:

Short-Term

Securities

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

$

—

$

2,231,010,925

$

—

$

2,231,010,925

Statement

of

Assets

and

Liabilities

March

31,

2021

2021

BlackRock

Annual

Report

to

Shareholders

10

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

ASSETS

Investments

at

value

—

unaffiliated

(cost

—

$1,948,010,925)

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

$

1,948,010,925‌

Cash

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

42,478,695‌

Repurchase

agreements

at

value

(cost

—

$283,000,000)

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

283,000,000‌

Receivables:

–‌

Capital

shares

sold

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

2,109,662‌

Interest

—

unaffiliated

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

1,010,569‌

From

the

Manager

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

5,266‌

Prepaid

expenses

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

215,139‌

Total

assets

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

2,276,830,256‌

LIABILITIES

Payables:

–‌

Administration

fees

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

108,598‌

Capital

shares

redeemed

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

14,041,654‌

Income

dividend

distributions

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

2,639‌

Investment

advisory

fees

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

185,109‌

Trustees'

and

Officer's

fees

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

2,808‌

Other

affiliate

fees

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

35,533‌

Other

accrued

expenses

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

241,581‌

Total

liabilities

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

14,617,922‌

NET

ASSETS

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

$

2,262,212,334‌

NET

ASSETS

CONSIST

OF

Paid-in

capital

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

$

2,262,021,683‌

Accumulated

earnings

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

190,651‌

NET

ASSETS

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

$

2,262,212,334‌

Statement

of

Assets

and

Liabilities

(continued)

March

31,

2021

11

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

NET

ASSET

VALUE

Institutional

Net

assets

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

$

523,321,782‌

Shares

outstanding

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

523,307,707‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Premier

Net

assets

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

$

36,745‌

Shares

outstanding

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

36,744‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Service

Net

assets

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

$

45,925,946‌

Shares

outstanding

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

45,924,710‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

A

Net

assets

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

$

1,677,580,861‌

Shares

outstanding

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

1,677,535,490‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Investor

C

Net

assets

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

$

15,347,000‌

Shares

outstanding

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

15,346,529‌

Net

asset

value

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

$

1.00‌

Shares

authorized

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

Unlimited

Par

value

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

$

0.001‌

Statement

of

Operations

Year

Ended

March

31,

2021

2021

BlackRock

Annual

Report

to

Shareholders

12

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

INVESTMENT

INCOME

Interest

—

unaffiliated

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

$

12,302,645‌

Total

investment

income

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

12,302,645‌

EXPENSES

Investment

advisory

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

11,778,216‌

Service

and

distribution

—

class

specific

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

6,073,014‌

Administration

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

1,095,509‌

Registration

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

703,212‌

Administration

—

class

specific

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

575,960‌

Transfer

agent

—

class

specific

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

455,408‌

Professional

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

235,553‌

Accounting

services

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

77,499‌

Printing

and

postage

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

66,326‌

Custodian

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

54,748‌

Offering

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

30,588‌

Trustees

and

Officer

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

22,702‌

Miscellaneous

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

51,318‌

Total

expenses

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

21,220,053‌

Less:

–‌

Administration

fees

waived

—

class

specific

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

(204,545‌)

Fees

waived

and/or

reimbursed

by

the

Manager

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

(8,357,937‌)

Service

and

distribution

fees

waived

and/or

reimbursed

—

class

specific

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

(3,618,264‌)

Transfer

agent

fees

waived

and/or

reimbursed

—

class

specific

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

(98,330‌)

Total

expenses

after

fees

waived

and/or

reimbursed

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

8,940,977‌

Net

investment

income

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

3,361,668‌

REALIZED

GAIN

$

221,016‌

Net

realized

gain

from

investments

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

221,016‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

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

$

3,582,684‌

Statements

of

Changes

in

Net

Assets

13

Financial

Statements

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Year

Ended

March

31,

2021

2020

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

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

$

3,361,668‌

$

23,584,407‌

Net

realized

gain

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

221,016‌

568‌

Net

increase

in

net

assets

resulting

from

operations

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

3,582,684‌

23,584,975‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Institutional

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

(971,388‌)

(7,657,012‌)

Premier

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

(79‌)

(448‌)

Service

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

(15,811‌)

(69,830‌)

Investor

A

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

(2,515,253‌)

(15,741,317‌)

Investor

C

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

(20,815‌)

(114,872‌)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

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

(3,523,346‌)

(23,583,479‌)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

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

(758,932,753‌)

2,179,069,573‌

NET

ASSETS

Total

increase

(decrease)

in

net

assets

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

(758,873,415‌)

2,179,071,069‌

Beginning

of

year

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

3,021,085,749‌

842,014,680‌

End

of

year

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

$

2,262,212,334‌

$

3,021,085,749‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

2021

BlackRock

Annual

Report

to

Shareholders

14

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Institutional

Year

Ended

March

31,

2021

2020

2019

2018

2017

Net

asset

value,

beginning

of

year

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

$

1.00‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

Net

investment

income

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

0.00

21‌

0.0195‌

0.0213‌

0.0118‌

0.0061‌

Net

realized

gain

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

0.000

1‌

0.0000‌

(a)

0.0000‌

(a)

0.0004‌

0.0002‌

Net

increase

from

investment

operations

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

0.0022‌

0.0195‌

0.0213‌

0.0122‌

0.0063‌

Distributions

(b)

–

–

–

–

–

From

net

investment

income

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

(0.0021‌)

(0.0195‌)

(0.0213‌)

(0.0122‌)

(0.0061‌)

From

net

realized

gain

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

(0.0001‌)

(0.0000‌)

(c)

(0.0000‌)

(c)

—‌

(0.0002‌)

Total

distributions

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

(0.0022‌)

(0.0195‌)

(0.0213‌)

(0.0122‌)

(0.0063‌)

Net

asset

value,

end

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

Total

Return

(d)

0.21%

1.97%

2.15%

—

—

Based

on

net

asset

value

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

0.21%

1.97%

2.15%

1.23%

0.63%

Ratios

to

Average

Net

Assets

Total

expenses

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

0.53%

0.56%

0.60%

0.56%

0.56%

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20%

0.20%

0.20%

0.20%

0.20%

Net

investment

income

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

0.18%

1.94%

2.17%

1.18%

0.61%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

523,322‌

$

369,187‌

$

336,387‌

$

305,669‌

$

569,757‌

(a)

Amount

is

less

than

$0.00005

per

share.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.00005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

15

Financial

Highlights

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Premier

Year

Ended

03/31/2021

Period

from

07/26/19

(a)

to

03/31/20

Net

asset

value,

beginning

of

period

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

$

1.0

0‌

$

1.

00‌

Net

investment

income

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

0.0021‌

0.0117‌

Net

realized

gain

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

0.0001‌

0.0000‌

(b)

Net

increase

from

investment

operations

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

0.0022‌

0.0117‌

Distributions

(c)

–

–

From

net

investment

income

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

(0.0021‌)

(0.0117‌)

From

net

realized

gain

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

(0.0001‌)

(0.0000‌)

(d)

Total

distributions

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

(0.0022‌)

(0.0117‌)

Net

asset

value,

end

of

period

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

$

1.0

0‌

$

1.0

0‌

Total

Return

(e)

0.22%

1.18%

Based

on

net

asset

value

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

0.22%

1.18%

(f)

Ratios

to

Average

Net

Assets

Total

expenses

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

0.58%

0.70%

(g)

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.20%

0.20%

(g)

Net

investment

income

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

0.21%

1.75%

(g)

Supplemental

Data

Net

assets,

end

of

period

(000)

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

$

37‌

$

37‌

(a)

Commencement

of

operations.

(b)

Amount

is

less

than

$0.00005

per

share.

(c)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(d)

Amount

is

greater

than

$(0.00005)

per

share.

(e)

Where

applicable,

assumes

the

reinvestment

of

distributions.

(f)

Aggregate

total

return.

(g)

Annualized.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2021

BlackRock

Annual

Report

to

Shareholders

16

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Service

Year

Ended

March

31,

2021

2020

2019

2018

2017

Net

asset

value,

beginning

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1

.0

0‌

$

1.0

0‌

$

1.0

0‌

Net

investment

income

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

0.000

9‌

0.0165‌

0.0185‌

0.0092‌

0.0009‌

Net

realized

gain

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

0.000

1‌

0.0000‌

(a)

0.0000‌

(a)

0.0001‌

0.0024‌

Net

increase

from

investment

operations

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

0.0010‌

0.0165‌

0.0185‌

0.0093‌

0.0033‌

Distributions

(b)

–

–

–

–

–

From

net

investment

income

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

(0.0009‌)

(0.0165‌)

(0.0185‌)

(0.0093‌)

(0.0009‌)

From

net

realized

gain

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

(0.0001‌)

(0.0000‌)

(c)

(0.0000‌)

(c)

—‌

(0.0024‌)

Total

distributions

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

(0.0010‌)

(0.0165‌)

(0.0185‌)

(0.0093‌)

(0.0033‌)

Net

asset

value,

end

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.

00‌

Total

Return

(d)

0.10%

1.66%

1.87%

—

—

Based

on

net

asset

value

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

0.10%

1.66%

1.87%

0.93%

0.33%

Ratios

to

Average

Net

Assets

Total

expenses

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

0.78%

0.84%

0.83%

0.86%

0.89%

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.25%

0.50%

0.47%

0.50%

0.50%

Net

investment

income

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

0.04%

1.65%

1.87%

0.92%

0.09%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

45,926‌

$

5,692‌

$

6,152‌

$

5,655‌

$

6,191‌

(a)

Amount

is

less

than

$0.00005

per

share.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.00005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

17

Financial

Highlights

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investor

A

Year

Ended

March

31,

2021

2020

2019

2018

2017

Net

asset

value,

beginning

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1

.0

0‌

$

1.0

0‌

$

1.0

0‌

Net

investment

income

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

0.00

09‌

0.0164‌

0.0178‌

0.0090‌

0.0025‌

Net

realized

gain

(loss)

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

0.000

1‌

0.0000‌

(a)

0.0000‌

(a)

(0.0002‌)

0.0003‌

Net

increase

from

investment

operations

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

0.0010‌

0.0164‌

0.0178‌

0.0088‌

0.0028‌

Distributions

(b)

–

–

–

–

–

From

net

investment

income

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

(0.0009‌)

(0.0164‌)

(0.0178‌)

(0.0088‌)

(0.0025‌)

From

net

realized

gain

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

(0.0001‌)

(0.0000‌)

(c)

(0.0000‌)

(c)

—‌

(0.0003‌)

Total

distributions

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

(0.0010‌)

(0.0164‌)

(0.0178‌)

(0.0088‌)

(0.0028‌)

Net

asset

value,

end

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

Total

Return

(d)

0.10%

1.66%

1.80%

—

—

Based

on

net

asset

value

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

0.10%

1.66%

1.80%

0.88%

0.28%

Ratios

to

Average

Net

Assets

Total

expenses

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

0.78%

0.81%

0.90%

0.91%

0.97%

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.34%

0.50%

0.54%

0.54%

0.55%

Net

investment

income

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

0.10%

1.45%

1.85%

0.90%

0.25%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

1,677,581‌

$

2,616,196‌

$

484,301‌

$

180,873‌

$

122,896‌

(a)

Amount

is

less

than

$0.00005

per

share.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.00005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2021

BlackRock

Annual

Report

to

Shareholders

18

See

notes

to

financial

statements.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Investor

C

Year

Ended

March

31,

2021

2020

2019

2018

2017

Net

asset

value,

beginning

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1

.0

0‌

$

1.0

0‌

$

1.0

0‌

Net

investment

income

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

0.000

8‌

0.0086‌

0.0105‌

0.0017‌

0.0009‌

Net

realized

gain

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

0.000

1‌

0.0000‌

(a)

0.0000‌

(a)

0.0001‌

0.0001‌

Net

increase

from

investment

operations

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

0.0009‌

0.0086‌

0.0105‌

0.0018‌

0.0010‌

Distributions

(b)

–

–

–

–

–

From

net

investment

income

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

(0.0008‌)

(0.0086‌)

(0.0105‌)

(0.0018‌)

(0.0009‌)

From

net

realized

gain

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

(0.0001‌)

(0.0000‌)

(c

)

(0.0000‌)

(c)

—‌

(0.0001‌)

Total

distributions

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

(0.0009‌)

(0.0086‌)

(0.0105‌)

(0.0018‌)

(0.0010‌)

Net

asset

value,

end

of

year

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

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.0

0‌

$

1.

00‌

Total

Return

(d)

0.08%

0.87%

1.05%

—

—

Based

on

net

asset

value

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

0.08%

0.87%

1.05%

0.18%

0.10%

Ratios

to

Average

Net

Assets

Total

expenses

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

1.54%

1.62%

1.64%

1.65%

1.62%

Total

expenses

after

fees

waived

and/or

reimbursed

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

0.35%

1.28%

1.28%

1.24%

0.71%

Net

investment

income

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

0.09%

0.85%

1.07%

0.17%

0.09%

Supplemental

Data

Net

assets,

end

of

year

(000)

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

$

15,347‌

$

29,973‌

$

15,174‌

$

21,727‌

$

26,434‌

(a)

Amount

is

less

than

$0.00005

per

share.

(b)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

(c)

Amount

is

greater

than

$(0.00005)

per

share.

(d)

Where

applicable,

assumes

the

reinvestment

of

distributions.

Notes

to

Financial

Statements

19

Notes

to

Financial

Statements

ORGANIZATION 

BlackRock

Funds

SM

 (the

“Trust”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”),

as

an

open-end

management

investment

company.

The Trust

is

organized

as

a 

Massachusetts

business

trust.

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(the

"Fund")

is

a

series

of

the

Trust.

The

Fund

is

classified

as

diversified.

The

Fund

offers

multiple

classes

of

shares.

All

classes

of

shares

have

identical

voting,

dividend,

liquidation

and

other

rights

and

are

subject

to

the

same

terms

and

conditions,

except

that

certain

classes

bear

expenses

related

to

the

shareholder

servicing

and

distribution

of

such

shares.

Institutional

and

Service

Shares

are

sold

without

a

sales

charge

and

only

to

certain

eligible

investors.

Premier

Shares

are

sold

without

a

sales

charge

and

are

only

available

through

financial

intermediaries

trading

on

the

NSCC

Fund/SERV

trading

platform.

Service,

Investor

A

and

Investor

C

Shares

bear

certain

expenses

related

to

shareholder

servicing

of

such

shares

and

Investor

C

Shares

also

bear

certain

expenses

related

to

the

distribution

of

such

shares.

Investor

A

Shares

are

generally

available

through

financial

intermediaries.

Investor

C

Shares

are

available

only

through

exchanges

and

dividend

and

capital

gain

reinvestments

by

current

holders.

Each

class

has

exclusive

voting

rights

with

respect

to

matters

relating

to

its

shareholder

servicing

and

distribution

expenditures

(except

that

Investor

C

shareholders

may

vote

on

material

changes

to

the

Investor

A

Shares

distribution

and

service

plan).

(a)

 Premier

Shares

commenced

operations

on

July

26,

2019.

(b)

Investor

A

Shares

may

be

subject

to

a

CDSC

upon

redemption

of

shares

received

in

an

exchange

transaction

for

Investor A

Shares

of

a

fund

advised

by

the

Manager

(defined

below)

or

its

affiliates

(each,

a

“BlackRock

Fund”)

where

no

initial

sales

charge

was

paid

at

the

time

of

purchase

of

such

fund.

Investor C

Shares

may

be

subject

to

a

CDSC

upon

redemption

of

shares

received

in

an

exchange

transaction

for

Investor C

Shares

of

a

non-money

market

BlackRock

Fund.

The

Fund

operates

as

a

“retail

money

market

fund”

under

Rule

2a-7

under

the

1940

Act.

The

Board

of

Trustees

of

the

Trust (the

"Board")

is

permitted

to

impose

a

liquidity

fee

of

up

to

2%

of

the

value

of

shares

redeemed

or

temporarily

restrict

redemptions

from

the

Fund

for

up

to

10

business

days

during

a

90

day

period,

in

the

event

that

the

Fund’s

weekly

liquid

assets

fall

below

certain

thresholds.

The

Fund,

together

with

certain

other

registered

investment

companies

advised

by

BlackRock

Advisors,

LLC

(the

"Manager") or

its

affiliates,

is

included

in

a

complex

of

equity,

multi-asset,

index

and

money

market

funds

referred

to

as

the

BlackRock

Multi-Asset

Complex.

SIGNIFICANT

ACCOUNTING

POLICIES

The

financial

statements

are

prepared

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”),

which

may

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

in

the

financial

statements,

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

is

considered

an

investment

company

under

U.S.

GAAP

and

follows

the

accounting

and

reporting

guidance

applicable

to

investment

companies.

Below

is

a

summary

of

significant

accounting

policies: 

Investment

Transactions

and

Income

Recognition:

For

financial

reporting

purposes,

investment

transactions

are

recorded

on

the

dates

the

transactions

are

executed.

Realized

gains

and

losses

on

investment

transactions

are

determined

using

the

specific

identification

method.

Interest

income,

including

amortization

and

accretion

of

premiums

and

discounts

on

debt

securities,

is

recognized

daily

on

an

accrual

basis.

Income,

expenses

and

realized

and

unrealized

gains

and

losses

are

allocated

daily

to

each

class

based

on

its

relative

net

assets.

Distributions:

Distributions

from

net

investment

income

are

declared

daily

and

paid

monthly.

Distributions

of

capital

gains

are

distributed

at

least

annually

and

are

recorded

on

the

ex-dividend

dates.

The

character

and

timing

of

distributions

are

determined

in

accordance

with

U.S.

federal

income

tax

regulations,

which

may

differ

from

U.S.

GAAP

. 

Liquidity

Fees:

Any

liquidity

fees

imposed

on

the

value

of

shares

redeemed

in

the

event

that

the

Fund’s

weekly

liquid

assets

fall

below

certain

thresholds

are

recorded

as

paid-in-capital.

The

liquidity

fees

are

collected

and

retained

by

the

Fund

for

the

benefit

of the

Fund’s

remaining

shareholders. 

Offering

Costs:

Offering

costs

are

amortized

over

a

12-month

period

beginning

with

the

commencement

of

operations

of

a

class

of

shares.  

Indemnifications:

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

contain

a

variety

of

representations

that

provide

general

indemnification.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown

because

it

involves

future

potential

claims

against

the

Fund,

which

cannot

be

predicted

with

any

certainty.

Other:

Expenses

directly

related

to the

Fund

or

its

classes

are

charged

to

the

Fund

or

the

applicable

class.

Expenses

directly

related

to

the

Fund

and

other

shared

expenses

prorated

to

the

Fund

are

allocated

daily

to

each

class

based

on

its

relative

net

assets

or

other

appropriate

methods.

Other

operating

expenses

shared

by

several

funds,

including

other

funds

managed

by

the

Manager

,

are

prorated

among

those

funds

on

the

basis

of

relative

net

assets

or

other

appropriate

methods.  

The

Fund

has

an

arrangement

with

its

custodian

whereby

credits

are

earned

on

uninvested

cash

balances,

which

could

be

used

to

reduce

custody

fees

and/or

overdraft

charges.

The

Fund

may

incur

charges

on

overdrafts,

subject

to

certain

conditions.

Share

Class

Initial

Sales

Charge

CDSC

Conversion

Privilege

Institutional

and

Service

Shares

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

No

No

None

Premier

Shares

(a)

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

No

No

None

Investor

A

Shares

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

No

No

(b)

None

Investor

C

Shares

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

No

No

(b)

To

Investor

A

Shares

after

approximately

8

years

Notes

to

Financial

Statements

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

20

INVESTMENT

VALUATION

AND

FAIR

VALUE

MEASUREMENTS 

Investment

Valuation

Policies:

 U.S.

GAAP

defines

fair

value

as

the

price

the

Fund

would

receive

to

sell

an

asset

or

pay

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

The

Fund’s

investments

are

valued

under

the

amortized

cost

method

which

approximates

current

market

value

in

accordance

with

Rule

2a-7

under

the

1940

Act.

Under

this

method,

investments

are

valued

at

cost

when

purchased

and,

thereafter,

a

constant

proportionate

accretion

of

discounts

and

amortization

of

premiums

are

recorded

until

the

maturity

of

the

security.

The

Fund

seeks

to

maintain

its

net

asset

value

(“NAV”)

per

share

at

$1.00,

although

there

is

no

assurance

that

it

will

be

able

to

do

so

on

a

continuing

basis.

Fair

Value

Inputs

and

Methodologies:

The

following

methods

and

inputs

are

used

to

establish

the

fair

value

of

the

Fund’s

assets

and

liabilities: 

Fixed-income investments

for

which

market

quotations

are

readily

available

are

generally

valued

using

the

last

available

bid

price

or

current

market

quotations

provided

by

independent

dealers

or

third

party

pricing

services.

Pricing

services

generally

value

fixed-income

securities

assuming

orderly

transactions

of

an

institutional

round

lot

size,

but

a

fund

may

hold

or

transact

in

such

securities

in

smaller,

odd

lot

sizes.

Odd

lots

may

trade

at

lower

prices

than

institutional

round

lots.

The

pricing

services

may

use

matrix

pricing

or

valuation

models

that

utilize

certain

inputs

and

assumptions

to

derive

values,

including

transaction

data

(e.g.,

recent

representative

bids

and

offers),

market

data, credit

quality

information,

perceived

market

movements,

news,

and

other

relevant

information.

Certain

fixed-income

securities,

including

asset-

backed

and

mortgage

related

securities

may

be

valued

based

on

valuation

models

that

consider

the

estimated

cash

flows

of

each

tranche

of

the

entity,

establish

a

benchmark

yield

and

develop

an

estimated

tranche

specific

spread

to

the

benchmark

yield

based

on

the

unique

attributes

of

the

tranche.

The

amortized

cost

method

of

valuation

may

be

used

with

respect

to

debt

obligations

with

sixty

days

or

less

remaining

to

maturity

unless

the

Manager

determines

such

method

does

not

represent

fair

value.

Repurchase

agreements

are

valued

at

amortized

cost,

which

approximates

market

value. 

Fair

Value

Hierarchy:

Various

inputs

are

used

in

determining

the

fair

value

of

financial

instruments.

These

inputs

to

valuation

techniques

are

categorized

into

a

fair

value

hierarchy

consisting

of

three

broad

levels

for

financial reporting purposes

as

follows: 

Level

1

—

Unadjusted

price

quotations

in

active

markets/exchanges

for

identical

assets

or

liabilities

that

the

Fund

has

the

ability

to

access;

Level

2

—

Other

observable

inputs

(including,

but

not

limited

to,

quoted

prices

for

similar

assets

or

liabilities

in

markets

that

are

active,

quoted

prices

for

identical

or

similar

assets

or

liabilities

in

markets

that

are

not

active,

inputs

other

than

quoted

prices

that

are

observable

for

the

assets

or

liabilities

(such

as

interest

rates,

yield

curves,

volatilities,

prepayment

speeds,

loss

severities,

credit

risks

and

default

rates)

or

other

market–corroborated

inputs);

and 

Level

3 —

Unobservable

inputs

based

on

the

best

information

available

in

the

circumstances,

to

the

extent

observable

inputs

are

not

available

(including

the

Global

Valuation

Committee's assumptions

used

in

determining

the

fair

value

of

financial

instruments).

The

hierarchy

gives

the

highest

priority

to

unadjusted

quoted

prices

in

active

markets

for

identical

assets

or

liabilities

(Level

1

measurements)

and

the

lowest

priority

to

unobservable

inputs

(Level

3

measurements).

Accordingly,

the

degree

of

judgment

exercised

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

The

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

fair

value

hierarchy

classification

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety. The

categorization

of

a

value

determined

for

financial

instruments

is

based

on

the

pricing

transparency

of

the financial

instruments

and

is

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

SECURITIES

AND

OTHER

INVESTMENTS 

Repurchase

Agreements:

Repurchase

agreements

are

commitments

to

purchase

a

security

from

a

counterparty

who

agrees

to

repurchase

the

same

security

at

a

mutually

agreed

upon

date

and

price.

On

a

daily

basis,

the

counterparty

is

required

to

maintain

collateral

subject

to

the

agreement

and

in

value

no

less

than

the

agreed

upon

repurchase

amount.

Repurchase

agreements

may

be

traded

bilaterally,

in

a

tri-party

arrangement

or

may

be

centrally

cleared

through

a

sponsoring

agent.

Subject

to

the

custodial

undertaking

associated

with

a

tri-party

repurchase

arrangement

and

for

centrally

cleared

repurchase

agreements,

a

third

party

custodian

maintains

accounts

to

hold

collateral

for a

fund

and

its

counterparties.

Typically,

a

fund

and

counterparty

are

not

permitted

to

sell,

re-pledge

or

use

the

collateral

absent

a

default

by

the

counterparty

or the

fund,

respectively. 

In

the

event

the

counterparty

defaults

and

the

fair

value

of

the

collateral

declines, a

fund

could

experience

losses,

delays

and

costs

in

liquidating

the

collateral.

Repurchase

agreements

are

entered

into

by a

fund

under

Master

Repurchase

Agreements

(each,

an

“MRA”).

The

MRA

permits the

fund,

under

certain

circumstances

including

an

event

of

default

(such

as

bankruptcy

or

insolvency),

to

offset

payables

and/or

receivables

with

collateral

held

by

and/or

posted

to

the

counterparty.

As

a

result,

one

single

net

payment

is

created.

Bankruptcy

or

insolvency

laws

of

a

particular

jurisdiction

may

impose

restrictions

on

or

prohibitions

against

such

a

right

of

offset

in

the

event

of

the

MRA

counterparty’s

bankruptcy

or

insolvency.

Based

on

the

terms

of

the

MRA, the

fund

receives

collateral

with

a

market

value

in

excess

of

the

repurchase

price

at

maturity.

Upon

a

bankruptcy

or

insolvency

of

the

MRA

counterparty,

the

fund

would

recognize

a

liability

with

respect

to

such

excess

collateral.

The

liability

reflects

the

fund’s

obligation

under

bankruptcy

law

to

return

the

excess

to

the

counterparty. 

INVESTMENT

ADVISORY

AGREEMENT

AND

OTHER

TRANSACTIONS

WITH

AFFILIATES 

Investment

Advisory:

The

Trust,

on

behalf

of

the

Fund,

entered

into

an

Investment

Advisory

Agreement

with

the

Manager,

the

Fund’s

investment

adviser

and

an

indirect,

wholly-owned

subsidiary

of

BlackRock,

Inc.

(“BlackRock”)

,

to

provide

investment

advisory

services.

The

Manager

is

responsible

for

the

management

of the

Fund’s

portfolio

and

provides

the

personnel,

facilities,

equipment

and

certain

other

services

necessary

to

the

operations

of the

Fund.

Notes

to

Financial

Statements

(continued)

21

Notes

to

Financial

Statements

For

such

services,

the

Fund

pays

the

Manager

a

monthly

fee

at

an

annual

rate

equal

to

the

following

percentages

of

the

average

daily

value

of

the

Fund’s

net

assets:

The

Manager

entered

into

a

sub-advisory

agreement,

effective

February

26,

2021,

with

BlackRock

International

Limited

(“BIL”),

an

affiliate

of

the

Manager.

The

Manager

pays

BIL

for

services

it

provides

for

that

portion

of

the

Fund

for

which

BIL

acts

as

sub-adviser,

a

monthly

fee

that

is

equal

to

a

percentage

of

the

investment

advisory

fees

paid

by

the

Fund

to

the

Manager.

Service

and

Distribution

Fees

:

The

Trust,

on behalf

of

the

Fund,

entered

into

a

Distribution

Agreement

and

a Distribution and

Service

Plan

with

BlackRock

Investments,

LLC

(“BRIL”),

an

affiliate

of

the

Manager.

Pursuant

to

the

Distribution

and

Service

Plan

and

in

accordance

with

Rule

12b-1

under

the

1940

Act,

the

Fund

pays

BRIL

ongoing

service

and

distribution

fees.

The

fees

are

accrued

daily

and

paid

monthly

at

annual

rates

based

upon

the

average

daily

net

assets

of

the

relevant

share

class

of

the

Fund

as

follows:

BRIL

and

broker-dealers,

pursuant

to

sub-agreements

with

BRIL,

provide

shareholder

servicing

and

distribution

services to

the

Fund.

The

ongoing

service

and/or

distribution

fee compensates

BRIL

and

each

broker-dealer

for

providing

shareholder

servicing

and/or

distribution related

services

to

shareholders.

For

the year

ended

March

31,

2021,

the

following

table

shows

the

class

specific

service

and

distribution

fees

borne

directly

by

each

share

class

of

the

Fund:

Administration:

The

Trust,

on

behalf

of

the

Fund,

entered

into

an

Administration

Agreement

with

the

Manager,

an

indirect,

wholly-owned

subsidiary

of

BlackRock,

to

provide

administrative

services.

For

these

services,

the

Manager

receives

an

administration

fee

computed

daily

and

payable

monthly,

based

on

a

percentage

of

the

average

daily

net

assets

of

the

Fund.

The

administration

fee,

which

is

shown

as

administration

in

the

Statement

of

Operations,

is

paid

at

the

annual

rates

below.

In

addition,

the

Manager

charges

each

of

the

share

classes

an

administration

fee,

which

is

shown

as

administration —

class

specific

in

the

Statement

of

Operations,

at

an

annual

rate

of

0.02% of

the

average

daily

net

assets

of

each

respective

class.

For

the

year

ended

March

31,

2021, the

following

table

shows

the

class

specific

administration

fees

borne

directly

by

each

share

class

of

the

Fund:

Transfer

Agent:

Pursuant

to

written

agreements,

certain

financial

intermediaries,

some

of

which

may

be

affiliates,

provide

the

Fund

with

sub-accounting,

recordkeeping,

sub-transfer

agency

and

other

administrative

services

with

respect

to

servicing

of

underlying

investor

accounts.

For

these

services,

these

entities

receive

an

asset-based

fee

or

an

annual

fee

per

shareholder

account,

which

will

vary

depending

on

share

class

and/or

net

assets.

For

the

year ended March

31,

2021,

the

Fund

paid

the

following

amounts

to

affiliates

of

BlackRock

in

return

for

these

services,

which

are

included

in

transfer

agent

—

class

specific

in

the

Statement

of

Operations:

Average

Daily

Net

Assets

Investment

Advisory

Fees

First

$1

Billion

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

0.450

%

$1

Billion

-

$2

Billion

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

0.400

$2

Billion

-

$3

Billion

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

0.375

Greater

than

$3

Billion

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

0.350

Service

Fees

Distribution

Fees

Service

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

0.25‌%

—‌%

Investor

A

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

0.25‌

—‌

Investor

C

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

0.25‌

0.75‌

Service

and

Distribution

Fees

Service

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

$

76,140‌

Investor

A

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

5,777,472‌

Investor

C

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

219,402‌

$

6,073,014‌

Average

Daily

Net

Assets

Administration

Fees

First

$500

Million

0.0425

%

$500

Million

-

$1

Billion

0.0400

$1

Billion

-

$2

Billion

0.0375

$2

Billion

-

$4

Billion

0.0350

$4

Billion

-

$13

Billion

0.0325

Greater

than

$13

Billion

0.0300

Institutional

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

$

102,557‌

Premier

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

7‌

Service

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

6,095‌

Investor

A

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

462,907‌

Investor

C

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

4,394‌

$

575,960‌

Institutional

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

$

3,956‌

Investor

A

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

1,683‌

$

5,639‌

Notes

to

Financial

Statements

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

22

The

Manager

maintains

a

call

center

that

is

responsible

for

providing

certain

shareholder

services

to

the

Fund.

Shareholder

services

include

responding

to

inquiries

and

processing

purchases

and

sales

based

upon

instructions

from

shareholders.

For

the year

ended

March

31,

2021,

the

Fund

reimbursed

the

Manager

the

following

amounts

for

costs

incurred

in

running

the

call

center,

which

are

included

in

transfer

agent

—

class

specific

in

the

Statement

of

Operations:

For

the

year ended

March

31,

2021,

the

following

table

shows

the

class

specific

transfer

agent

fees

borne

directly

by

each

share

class

of

the

Fund:

Other

Fees:

For

the 

year

ended

March

31,

2021

,

affiliates

received

CDSCs

as

follows:

Expense

Limitations,

Waivers

and

Reimbursements:

The

Manager

contractually

agreed

to

waive

and/or

reimburse

fees

or

expenses

in

order

to

limit

expenses,

excluding

interest

expense,

dividend

expense,

tax

expense,

acquired

fund

fees

and

expenses,

and

certain

other

fund

expenses,

which

constitute

extraordinary

expenses

not

incurred

in

the

ordinary

course

of the

Fund’s

business

(“expense

limitation”).

The

expense

limitations

as

a

percentage

of

average

daily

net

assets

are

as

follows:

The

Manager

has

agreed

not

to

reduce

or

discontinue

these

contractual

expense

limitations

through

July

31,

2021,

unless

approved

by

the

Board,

including

a

majority

of

the trustees who

are

not

“interested

persons”

of

the

Trust,

as

defined

in

the

1940

Act

(“Independent

Trustees”),

or

by

a

vote

of

a

majority

of

the

outstanding

voting

securities

of the

Fund. For

the

year

ended

March

31,

2021,

the

Manager

waived

and/or

reimbursed

investment

advisory

fees

of

$8,357,937,

which

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

in

the

Statement

of

Operations.

In

addition,

these

amounts

waived

and/or

reimbursed

by

the

Manager are

included

in administration

fees

waived

—

class

specific

and

transfer

agent

fees

waived

and/or

reimbursed

—

class

specific,

respectively,

in

the

Statement

of

Operations.

For

the

year ended

March

31,

2021,

class

specific

expense

waivers

and/or

reimbursements are

as

follows: 

The

Manager

and

BRIL

have

also

voluntarily

agreed

to

waive

a

portion

of

their

respective

investment

advisory

and

service

and

distribution

fees

and/or

reimburse

operating

expenses

to

enable

the

Fund

to

maintain

minimum

levels

of

daily

net

investment

income

if

applicable.

These

amounts,

if

any,

are

reported

in

the

Statement

of

Operations

as

administration

fees

waived

—

class

specific,

service

and

distribution

fees

waived

and/or

reimbursed —

class

specific

and

transfer

agent

fees

waived

and/or

reimbursed

—

class

specific.

The

Manager

and

BRIL

may

discontinue

the

waiver

and/or

reimbursement

at

any

time.

For

the

year ended

March

31,

2021,

there

were

$3,745,034 waived

and/or

reimbursed

by

the

Manager

and

BRIL

under

this

agreement.

Trustees

and

Officers: 

Certain

trustees

and/or

officers

of

the Trust are directors and/or

officers

of BlackRock

or

its

affiliates.

The

Fund

reimburses

the

Manager

for

a

portion

of

the

compensation

paid

to

the 

Trust's

Chief

Compliance

Officer,

which

is

included

in

Trustees and

Officer

in

the

Statement

of

Operations. 

Institutional

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

$

2,948‌

Service

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

275‌

Investor

A

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

33,425‌

Investor

C

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

2,101‌

$

38,749‌

Institutional

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

$

73,540‌

Premier

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

26‌

Service

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

3,120‌

Investor

A

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

371,904‌

Investor

C

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

6,818‌

$

455,408‌

Investor

A

$

87,004‌

Investor

C

4,160‌

Institutional

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

0.20‌%

Premier

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

0.20‌

Service

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

0.50‌

Investor

A

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

0.55‌

Investor

C

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

1.30‌

Fund

Name/Share

Class

Administration

Fees

Waived

Transfer

Agent

Fees

Waived

and/or

Reimbursed

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Institutional

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

$

102,557‌

$

73,297‌

Premier

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

7‌

26‌

Service

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

218‌

—‌

Investor

A

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

—‌

—‌

Investor

C

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

—‌

—‌

$

102,782‌

$

73,323‌

Notes

to

Financial

Statements

(continued)

23

Notes

to

Financial

Statements

INCOME

TAX

INFORMATION 

It

is

the

Fund’s

policy

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

applicable

to

regulated

investment

companies,

and

to

distribute

substantially

all

of

its

taxable

income

to

its

shareholders.

Therefore,

no

U.S.

federal

income

tax

provision

is

required. 

The

Fund

files

U.S.

federal

and

various

state

and

local

tax

returns.

No

income

tax

returns

are

currently

under

examination.

The

statute

of

limitations

on

the

Fund's

U.S.

federal

tax

returns

generally

remains

open

for

a

period

of

three

fiscal

years

after

they

are

filed.

The

statutes

of

limitations

on

the

Fund’s

state

and

local

tax

returns

may

remain

open

for

an

additional

year

depending

upon

the

jurisdiction. 

Management

has

analyzed

tax

laws

and

regulations

and

their

application

to

the Fund

as

of

March

31,

2021,

inclusive

of

the

open

tax

return

years,

and

does

not

believe

that

there

are

any

uncertain

tax

positions

that

require

recognition

of

a

tax

liability

in

the

Fund's

financial

statements.

U.S.

GAAP

requires

that

certain

components

of

net

assets

be

adjusted

to

reflect

permanent

differences

between

financial

and

tax

reporting.

These

reclassifications

have

no

effect

on

net

assets

or

NAVs

per

share.

As

of

period

end,

the

following

permanent

differences

attributable

to

nondeductible

expenses

were

reclassified

to

the

following

accounts:

The

tax

character

of

distributions

paid

was

as

follows: 

As

of

period

end,

the

tax

components

of

accumulated earnings

(loss) were

as

follows:  

 PRINCIPAL

RISKS 

In

the

normal

course

of

business,

the

Fund

invests

in

securities

or

other

instruments

and

may

enter

into

certain

transactions,

and

such

activities

subject

the

Fund

to

various

risks,

including

among

others,

fluctuations

in

the

market

(market

risk)

or

failure

of

an

issuer

to

meet

all

of

its

obligations.

The

value

of

securities

or

other

instruments

may

also

be

affected

by

various

factors,

including,

without

limitation:

(i)

the

general

economy;

(ii)

the

overall

market

as

well

as

local,

regional

or

global

political

and/or

social

instability;

(iii)

regulation,

taxation

or

international

tax

treaties

between

various

countries;

or

(iv)

currency,

interest

rate

and

price

fluctuations.

Local,

regional

or

global

events

such

as

war,

acts

of

terrorism,

the

spread

of

infectious

illness

or

other

public

health

issues,

recessions,

or

other

events

could

have

a

significant

impact

on

the

Fund

and its

investments.

The

Fund’s

prospectus

provides

details

of

the

risks

to

which

the

Fund

is

subject. 

Certain

obligations

held

by

the

Fund

have

a

credit

enhancement

or

liquidity

feature

that

may,

under

certain

circumstances,

provide

for

repayment

of

principal

and

interest

on

the

obligation

when

due. These

enhancements,

which

may

include

letters

of

credit,

stand-by

bond

purchase

agreements

and/or

third

party

insurance,

are

issued

by

financial

institutions. The

value

of

the

obligations

may

be

affected

by

changes

in

creditworthiness

of

the

entities

that

provide

the

credit

enhancements

or

liquidity

features. The

Fund

monitors

its

exposure

by

reviewing

the

creditworthiness

of

the

issuers,

as

well

as

the

financial

institutions

issuing

the

credit

enhancements

and

by

limiting

the

amount

of

holdings

with

credit

enhancements

from

one

financial

institution. 

Market

Risk:

Municipal

securities

are

subject

to

the

risk

that

litigation,

legislation

or

other

political

events,

local

business

or

economic

conditions,

credit

rating

downgrades,

or

the

bankruptcy

of

the

issuer

could

have

a

significant

effect

on

an

issuer's

ability

to

make

payments

of

principal

and/or

interest

or

otherwise

affect

the

value

of

such

securities.

Municipal

securities

can

be

significantly

affected

by

political

or

economic

changes,

including

changes

made

in

the

law

after

issuance

of

the

securities,

as

well

as

uncertainties

in

the

municipal

market

related

to,

taxation,

legislative

changes

or

the

rights

of

municipal

security

holders,

including

in

connection

with

an

issuer

insolvency.

Municipal

securities

backed

by

current

or

anticipated

revenues

from

a

specific

project

or

specific

assets

can

be

negatively

affected

by

the

discontinuance

of

the

tax

benefits

supporting

the

project

or

assets

or

the

inability

to

collect

revenues

for

the

project

or

from

the

assets.

Municipal

securities

may

be

less

liquid

than

taxable

bonds,

and

there

may

be

less

publicly

available

information

on

the

financial

condition

of

municipal

security

issuers

than

for

issuers

of

other

securities.

An

outbreak

of

respiratory

disease

caused

by

a

novel

coronavirus

has

developed

into

a

global

pandemic

and

has

resulted

in

closing

borders,

quarantines,

disruptions

to

supply

chains

and

customer

activity,

as

well

as

general

concern

and

uncertainty.

The

impact

of

this

pandemic,

and

other

global

health

crises

that

may

arise

in

the

future,

could

affect

the

economies

of

many

nations,

individual

companies

and

the

market

in

general

in

ways

that

cannot

necessarily

be

foreseen

at

the

present

time.

This

pandemic

may

result

in

substantial

market

volatility

and

may

adversely

impact

the

prices

and

liquidity

of

a

fund's

investments.

The duration

of

this

pandemic

and

its

effects

cannot

be

determined

with

certainty.

Counterparty

Credit

Risk:

The

Fund

may

be

exposed

to

counterparty

credit

risk,

or

the

risk

that

an

entity

may

fail

to

or

be

unable

to

perform

on

its

commitments

related

to

unsettled

or

open

transactions,

including

making

timely

interest

and/or

principal

payments

or

otherwise

honoring

its

obligations.

The

Fund

manages

counterparty

credit

risk

test

Fund

Name

Paid-in

capital

Accumulated

Earnings

(Loss)

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

(

3

0

,5

88‌)

$

3

0

,58

8‌

test

Fund

Name

03/31/21

03/31/20

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

Ordinary

income

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

$

3,523,346‌

$

23,583,479‌

Undistributed

Ordinary

Income

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

190,651‌

Notes

to

Financial

Statements

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

24

by

entering

into

transactions

only

with

counterparties

that

the

Manager

believes

have

the

financial

resources

to

honor

their

obligations

and

by

monitoring

the

financial

stability

of

those

counterparties.

Financial

assets,

which

potentially

expose

the

Fund

to

market,

issuer

and

counterparty

credit

risks,

consist

principally

of

financial

instruments

and

receivables

due

from

counterparties.

The

extent

of

the

Fund’s

exposure

to

market,

issuer

and

counterparty

credit

risks

with

respect

to

these

financial

assets

is

approximately

their

value

recorded

in

the

Statement

of

Assets

and

Liabilities,

less

any

collateral

held

by

the

Fund. 

Concentration

Risk:

 A

diversified

portfolio,

where

this

is appropriate

and

consistent

with

a

fund's

objectives,

minimizes

the

risk

that

a

price

change

of

a

particular

investment

will

have

a

material

impact

on

the

NAV

of

a

fund.

The

investment

concentrations

within

the

Fund's

portfolio

are

disclosed

in

its Schedule

of

Investments.

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

Europe

or

with

significant

exposure

to

European

issuers

or

countries.

The

European

financial

markets

have

recently

experienced

volatility

and

adverse

trends

due

to

concerns

about

economic

downturns

in,

or

rising

government

debt

levels

of,

several

European

countries.

These

events

may

spread

to

other

countries

in

Europe

and

may

affect

the

value

and

liquidity

of

certain

of

the

Fund’s

investments. 

Responses

to

the

financial

problems

by

European

governments,

central

banks

and

others,

including

austerity

measures

and

reforms,

may

not

work,

may

result

in

social

unrest

and

may

limit

future

growth

and

economic

recovery

or

have

other

unintended

consequences.

Further

defaults

or

restructurings

by

governments

and

others

of

their

debt

could

have

additional

adverse

effects

on

economies,

financial

markets

and

asset

valuations

around

the

world.

In

addition,

the

United

Kingdom

has

withdrawn

from

the

European

Union,

and

one

or

more

other

countries

may

withdraw

from

the

European

Union

and/or

abandon

the

Euro,

the

common

currency

of

the

European

Union.

The

impact

of

these

actions,

especially

if

they

occur

in

a

disorderly

fashion,

is

not

clear

but

could

be

significant

and

far

reaching. 

LIBOR

Transition

Risk:

The

United

Kingdom’s

Financial

Conduct

Authority

announced

a phase

out of

the

London

Interbank

Offered

Rate

(“LIBOR”).

Although

many

LIBOR

rates

will

be

phased

out

by

the

end

of

2021,

a

selection

of

widely

used

USD

LIBOR

rates

will

continue

to

be

published

through

June

2023

in

order

to

assist

with

the

transition.

The

Fund

may

be

exposed

to

financial

instruments

tied

to

LIBOR

to

determine

payment

obligations,

financing

terms,

hedging

strategies

or

investment

value.

The

transition

process

away

from

LIBOR

might

lead

to

increased

volatility

and

illiquidity

in

markets

for,

and

reduce

the

effectiveness

of

new

hedges

placed

against,

instruments

whose

terms

currently

include

LIBOR.

The

ultimate

effect

of

the

LIBOR

transition

process

on

the

Fund

is

uncertain. 

CAPITAL

SHARE

TRANSACTIONS 

The

number

of

shares

sold,

reinvested

and

redeemed

corresponds

to

the

net

proceeds

from

the

sale

of

shares,

reinvestment

of

all

distributions

and

cost

of

shares

redeemed,

respectively,

since

shares

are

sold

and

redeemed

at

$1.00

per

share.

(a)

Commencement

of

Operations.

d

Year

Ended

03/31/21

03/31/20

Institutional

Shares

sold

1,170,723,442‌

1,000,234,370‌

Shares

issued

in

reinvestment

of

distributions

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

438,340‌

4,918,418‌

Shares

redeemed

(1,017,040,963‌)

(972,353,075‌)

        Net

increase

154,120,819‌

32,799,713‌

Period

from

07/26/19

(a)

to

03/31/20

Premier

Shares

sold

—‌

36,500‌

Shares

issued

in

reinvestment

of

distributions

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

—‌

244‌

        Net

increase

—‌

36,744‌

d

Year

Ended

03/31/21

03/31/20

Service

Shares

sold

72,032,686‌

5,189,284‌

Shares

issued

in

reinvestment

of

distributions

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

15,339‌

65,882‌

Shares

redeemed

(31,815,664‌)

(5,714,672‌)

        Net

increase

(decrease)

40,232,361‌

(459,506‌)

Investor

A

Shares

sold

and

automatic

conversion

of

shares

1,380,124,647‌

3,751,987,196‌

Shares

issued

in

reinvestment

of

distributions

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

2,512,348‌

15,706,210‌

Shares

redeemed

(2,321,296,419‌)

(1,635,799,370‌)

        Net

increase

(decrease)

(938,659,424‌)

2,131,894,036‌

Investor

C

Shares

sold

22,616,645‌

41,263,967‌

Shares

issued

in

reinvestment

of

distributions

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

20,363‌

110,085‌

Shares

redeemed

and

automatic

conversion

of

shares

(37,263,517‌)

(26,575,466‌)

        Net

increase

(decrease)

(14,626,509‌)

14,798,586‌

Total

Net

Increase

(Decrease)

(758,932,753‌)

2,179,069,573‌

Notes

to

Financial

Statements

(continued)

25

Notes

to

Financial

Statements

As

of

March

31,

2021,

BlackRock

Financial

Management,

Inc.,

an

affiliate

of

the

Fund,

owned

36,744

Premier

Shares

of the

Fund.

SUBSEQUENT

EVENTS 

Management

has

evaluated

the

impact

of

all

subsequent

events

on

the

Fund

through

the

date

the

financial

statements

were

issued

and

has

determined

that

there

were

no

subsequent

events

requiring

adjustment

or

additional

disclosure

in

the

financial

statements.

Report

of

Independent

Registered

Public

Accounting

Firm

2021

BlackRock

Annual

Report

to

Shareholders

26

To

the

Shareholders

of

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

and

the

Board

of

Trustees

of

BlackRock

Funds

SM

:

Opinion

on

the

Financial

Statements

and

Financial

Highlights

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

of

BlackRock

Funds

SM

(the

“Fund”),

including

the

schedule

of

investments,

as

of

March

31,

2021,

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

and

the

related

notes.

In

our

opinion,

the

financial

statements

and

financial

highlights

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2021,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

and

financial

highlights

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

and

financial

highlights

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

and

financial

highlights

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements

and

financial

highlights,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements

and

financial

highlights.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements

and

financial

highlights.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2021,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

Deloitte

&

Touche

LLP

Boston,

Massachusetts

May

21,

2021

We

have

served

as

the

auditor

of

one

or

more

BlackRock

investment

companies

since

1992.

Important

Tax

Information

(unaudited)

27

Important

Tax

Information

For

the

fiscal

year

ended

March

31,

2021,

the

Fund

hereby

designates

the

following

maximum

amounts

allowable

as

business

interest

income

eligible

to

be

treated

as

a

Section

163(j)

interest

dividend:

For

the

fiscal

year

ended

March

31,

2021,

the

Fund

hereby

designates

the

following

maximum

amounts

allowable

as

interest-related

dividends

and

qualified

short-term

capital

gains

eligible

for

exemption

from

U.S.

withholding

tax

for

nonresident

aliens

and

foreign

corporations:

The

Fund

hereby

designates

the

following

amount

of

distributions

from

direct

federal

obligation

interest

for

the

fiscal

year

ended

March

31,

2021:

The

law

varies

in

each

state

as

to

whether

and

what

percent

of

ordinary

income

dividends

attributable

to

federal

obligations

is

exempt

from

state

income

tax.

Shareholders

are

advised

to

check

with

their

tax

advisers

to

determine

if

any

portion

of

the

dividends

received

is

exempt

from

state

income

tax.

The

following

distribution

amounts

are

hereby

designated

for

the

fiscal

year

ended

March

31,

2021:

Fund

Interest

Dividends

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

3,361,666‌

Fund

Interest-Related

Dividends

and

Qualified

Short-Term

Capital

Gains

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

1,774,294‌

Fund

Federal

Obligation

Interest

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

97,197‌

Fund

Short-Term

Capital

Gain

Dividends

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

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

$

161,680‌

Disclosure

of

Investment

Sub-Advisory

Agreement

2021

BlackRock

Annual

Report

to

Shareholders

28

The

Board

of

Trustees

(the

“Board,”

the

members

of

which

are

referred

to

as

“Board

Members”)

of

BlackRock

Funds

(the

“Trust”)

met

on

February

8-10,

2021

(the

“Meeting”)

to

consider

the

initial

approval

of

the

proposed

sub-advisory

agreement

(the

“Sub-Advisory

Agreement”)

between

BlackRock

Advisors,

LLC

(the

“Manager”),

the

Trust’s

investment

advisor,

and

BlackRock

International

Limited

(the

“Sub-Advisor”)

with

respect

to

BlackRock

Wealth

Liquid

Environmentally

Aware

Fund

(the

“Fund”),

a

series

of

the

Trust.

The

Sub-Advisory

Agreement

was

substantially

the

same

as

sub-advisory

agreements

that

had

previously

been

approved

by

the

Board

with

respect

to

certain

other

portfolios

of

the

Trust.

On

the

date

of

the

Meeting,

the

Board

consisted

of

fourteen

individuals,

twelve

of

whom

were

not

“interested

persons”

of

the

Trust

or

the

Fund

as

defined

in

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”)

(the

“Independent

Board

Members”).

Consistent

with

the

requirements

of

the

1940

Act,

the

Board

considers

the

initial

approval

of

the

Sub-Advisory

Agreement.

At

the

Meeting,

the

Board

reviewed

materials

relating

to

its

consideration

of

the

Sub-Advisory

Agreement.

The

Board

previously

met

in

person

on

May

11-13,

2020

(the

“May

2020

Meeting”)

to

consider

the

approval

of

the

continuation

of

the

Trust’s

investment

advisory

agreement

(the

“Advisory

Agreement”)

with

the

Manager

on

behalf

of

the

Fund.

At

the

May

2020

Meeting,

the

Board,

including

the

Independent

Board

Members,

unanimously

approved

the

continuation

of

the

Advisory

Agreement

with

respect

to

the

Fund

for

a

one-year

term

ending

June

30,

2021.

A

discussion

of

the

basis

for

the

Board’s

approval

of

the

Advisory

Agreement

at

the

May

2020

Meeting

is

included

in

the

semi-annual

shareholder

report

for

the

Fund

for

the

period

ended

September

30,

2020.

The

factors

considered

by

the

Board

at

the

Meeting

in

connection

with

the

approval

of

the

proposed

Sub-Advisory

Agreement

were

substantially

the

same

as

the

factors

considered

at

the

May

2020

Meeting

with

respect

to

approval

of

the

Advisory

Agreement.

Following

discussion,

the

Board,

including

the

Independent

Board

Members,

unanimously

approved

the

Sub-Advisory

Agreement

between

the

Manager

and

the

Sub-Advisor,

with

respect

to

the

Fund,

for

a

two-year

term

beginning

on

the

effective

date

of

the

Sub-Advisory

Agreement.

Based

upon

its

evaluation

of

all

of

the

aforementioned

factors

in

their

totality,

as

well

as

other

information,

the

Board,

including

a

majority

of

the

Independent

Board

Members,

was

satisfied

that

the

terms

of

the

Sub-Advisory

Agreement

were

fair

and

reasonable

and

in

the

best

interest

of

the

Fund

and

its

shareholders.

In

arriving

at

its

decision

to

approve

the

Sub-Advisory

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.

Trustee

and

Officer

Information

29

Trustee

and

Officer

Information

Independent

Trustees

(a)

Name

Year

of

Birth

(b)

Position(s)

Held

(Length

of

Service)

(c)

Principal

Occupation(s)

During

Past

Five

Years

Number

of

BlackRock-Advised

Registered

Investment

Companies

(“RICs”)

Consisting

of

Investment

Portfolios

(“Portfolios”)

Overseen

Public

Company

and

Other

Investment

Company

Directorships

Held

During

Past

Five

Years

Mark

Stalnecker

1951

Chair

of

the

Board

(Since

2019)

and

Trustee

(Since

2015)

Chief

Investment

Officer,

University

of

Delaware

from

1999

to

2013;

Trustee

and

Chair

of

the

Finance

and

Investment

Committees,

Winterthur

Museum

and

Country

Estate

from

2005

to

2016;

Member

of

the

Investment

Committee,

Delaware

Public

Employees’

Retirement

System

since

2002;

Member

of

the

Investment

Committee,

Christiana

Care

Health

System

from

2009

to

2017;

Member

of

the

Investment

Committee,

Delaware

Community

Foundation

from

2013

to

2014;

Director

and

Chair

of

the

Audit

Committee,

SEI

Private

Trust

Co.

from

2001

to

2014.

30

RICs

consisting

of

150

Portfolios

None

Bruce

R.

Bond

1946

Trustee

(Since

2019)

Board

Member,

Amsphere

Limited

(software)

since

2018;

Trustee

and

Member

of

the

Governance

Committee,

State

Street

Research

Mutual

Funds

from

1997

to

2005;

Board

Member

of

Governance,

Audit

and

Finance

Committee,

Avaya

Inc.

(computer

equipment)

from

2003

to

2007.

30

RICs

consisting

of

150

Portfolios

None

Susan

J.

Carter

1956

Trustee

(Since

2016)

Director,

Pacific

Pension

Institute

from

2014

to

2018;

Advisory

Board

Member,

Center

for

Private

Equity

and

Entrepreneurship

at

Tuck

School

of

Business

since

1997;

Senior

Advisor,

Commonfund

Capital,

Inc.

(“CCI”)

(investment

adviser)

in

2015;

Chief

Executive

Officer,

CCI

from

2013

to

2014;

President

&

Chief

Executive

Officer,

CCI

from

1997

to

2013;

Advisory

Board

Member,

Girls

Who

Invest

from

2015

to

2018

and

Board

Member

thereof

since

2018;

Advisory

Board

Member,

Bridges

Fund

Management

since

2016;

Trustee,

Financial

Accounting

Foundation

since

2017;

Practitioner

Advisory

Board

Member,

Private

Capital

Research

Institute

("PCRI")

since

2017;

Lecturer

in

the

Practice

of

Management,

Yale

School

of

Management

since

2019.

Advisor

to

Finance

Committee,

Altman

Foundation

since

2020.

30

RICs

consisting

of

150

Portfolios

None

Collette

Chilton

1958

Trustee

(Since

2015)

Chief

Investment

Officer,

Williams

College

since

2006;

Chief

Investment

Officer,

Lucent

Asset

Management

Corporation

from

1998

to

2006;

Director,

Boys

and

Girls

Club

of

Boston

since

2017;

Director,

B1

Capital

since

2018;

Director,

David

and

Lucile

Packard

Foundation

since

2020.

30

RICs

consisting

of

150

Portfolios

None

Neil

A.

Cotty

1954

Trustee

(Since

2016)

Bank

of

America

Corporation

from

1996

to

2015,

serving

in

various

senior

finance

leadership

roles,

including

Chief

Accounting

Officer

from

2009

to

2015,

Chief

Financial

Officer

of

Global

Banking,

Markets

and

Wealth

Management

from

2008

to

2009,

Chief

Accounting

Officer

from

2004

to

2008,

Chief

Financial

Officer

of

Consumer

Bank

from

2003

to

2004,

Chief

Financial

Officer

of

Global

Corporate

Investment

Bank

from

1999

to

2002.

30

RICs

consisting

of

150

Portfolios

None

Lena

G.

Goldberg

1949

Trustee

(Since

2019)

Senior

Lecturer,

Harvard

Business

School,

since

2008;

Director,

Charles

Stark

Draper

Laboratory,

Inc.

since

2013;

FMR

LLC/

Fidelity

Investments

(financial

services)

from

1996

to

2008,

serving

in

various

senior

roles

including

Executive

Vice

President

-

Strategic

Corporate

Initiatives

and

Executive

Vice

President

and

General

Counsel;

Partner,

Sullivan

&

Worcester

LLP

from

1985

to

1996

and

Associate

thereof

from

1979

to

1985.

30

RICs

consisting

of

150

Portfolios

None

Henry

R.

Keizer

1956

Trustee

(Since

2019)

Director,

Park

Indemnity

Ltd.

(captive

insurer)

since

2010;

Director,

MUFG

Americas

Holdings

Corporation

and

MUFG

Union

Bank,

N.A.

(financial

and

bank

holding

company)

from

2014

to

2016;

Director,

American

Institute

of

Certified

Public

Accountants

from

2009

to

2011;

Director,

KPMG

LLP

(audit,

tax

and

advisory

services)

from

2004

to

2005

and

2010

to

2012;

Director,

KPMG

International

in

2012,

Deputy

Chairman

and

Chief

Operating

Officer

thereof

from

2010

to

2012

and

U.S.

Vice

Chairman

of

Audit

thereof

from

2005

to

2010;

Global

Head

of

Audit,

KPMGI

(consortium

of

KPMG

firms)

from

2006

to

2010;

Director,

YMCA

of

Greater

New

York

from

2006

to

2010.

30

RICs

consisting

of

150

Portfolios

Hertz

Global

Holdings

(car

rental);

WABCO

(commercial

vehicle

safety

systems)

from

2015

to

2020;

Montpelier

Re

Holdings,

Ltd.

(publicly

held

property

and

casualty

reinsurance)

from

2013

until

2015;

Sealed

Air

Corp.

(packaging)

Cynthia

A.

Montgomery

1952

Trustee

(Since

2007)

Professor,

Harvard

Business

School

since

1989.

30

RICs

consisting

of

150

Portfolios

Newell

Rubbermaid,

Inc.

(manufacturing)

from

1995

to

2016.

Trustee

and

Officer

Information

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

30

Name

Year

of

Birth

(b)

Position(s)

Held

(Length

of

Service)

(c)

Principal

Occupation(s)

During

Past

Five

Years

Number

of

BlackRock-Advised

Registered

Investment

Companies

(“RICs”)

Consisting

of

Investment

Portfolios

(“Portfolios”)

Overseen

Public

Company

and

Other

Investment

Company

Directorships

Held

During

Past

Five

Years

Donald

C.

Opatrny

1952

Trustee

(Since

2019)

Trustee,

Vice

Chair,

Member

of

the

Executive

Committee

and

Chair

of

the

Investment

Committee,

Cornell

University

from

2004

to

2019;

President,

Trustee

and

Member

of

the

Investment

Committee,

The

Aldrich

Contemporary

Art

Museum

from

2007

to

2014;

Member

of

the

Board

and

Investment

Committee,

University

School

from

2007

to

2018;

Member

of

the

Investment

Committee,

Mellon

Foundation

from

2009

to

2015;

Trustee,

Artstor

(a

Mellon

Foundation

affiliate)

from

2010

to

2015;

President

and

Trustee,

the

Center

for

the

Arts,

Jackson

Hole

from

2011

to

2018;

Director,

Athena

Capital

Advisors

LLC

(investment

management

firm)

since

2013;

Trustee

and

Chair

of

the

Investment

Committee,

Community

Foundation

of

Jackson

Hole

since

2014;

Member

of

Affordable

Housing

Supply

Board

of

Jackson,

Wyoming

since

2017;

Member,

Investment

Funds

Committee,

State

of

Wyoming

since

2017;

Trustee,

Phoenix

Art

Museum

since

2018;

Trustee,

Arizona

Community

Foundation

and

Member

of

Investment

Committee

since

2020.

30

RICs

consisting

of

150

Portfolios

None

Joseph

P.

Platt

1947

Trustee

(Since

2007)

General

Partner,

Thorn

Partners,

LP

(private

investments)

since

1998;

Director,

WQED

Multi-Media

(public

broadcasting

not-for-

profit)

since

2001;

Chair,

Basic

Health

International

(non-profit)

since

2015.

30

RICs

consisting

of

150

Portfolios

Greenlight

Capital

Re,

Ltd.

(reinsurance

company);

Consol

Energy

Inc.

Kenneth

L.

Urish

1951

Trustee

(Since

2007)

Managing

Partner,

Urish

Popeck

&

Co.,

LLC

(certified

public

accountants

and

consultants)

since

1976;

Past-Chairman

of

the

Professional

Ethics

Committee

of

the

Pennsylvania

Institute

of

Certified

Public

Accountants

and

Committee

Member

thereof

since

2007;

Member

of

External

Advisory

Board,

The

Pennsylvania

State

University

Accounting

Department

since

founding

in

2001;

Principal,

UP

Strategic

Wealth

Investment

Advisors,

LLC

since

2013;

Trustee,

The

Holy

Family

Institute

from

2001

to

2010;

President

and

Trustee,

Pittsburgh

Catholic

Publishing

Associates

from

2003

to

2008;

Director,

Inter-Tel

from

2006

to

2007;

Member

Advisory

Board,

ESG

Competent

Boards

since

2020.

30

RICs

consisting

of

150

Portfolios

None

Claire

A.

Walton

1957

Trustee

(Since

2016)

Chief

Operating

Officer

and

Chief

Financial

Officer

of

Liberty

Square

Asset

Management,

LP

from

1998

to

2015;

General

Partner

of

Neon

Liberty

Capital

Management,

LLC

since

2003;

Director,

Boston

Hedge

Fund

Group

from

2009

to

2018;

Director,

Woodstock

Ski

Runners

since

2013;

Director,

Massachusetts

Council

on

Economic

Education

from

2013

to

2015.

30

RICs

consisting

of

150

Portfolios

None

Independent

Trustees

(a)

(continued)

Trustee

and

Officer

Information

(continued)

31

Trustee

and

Officer

Information

Interested

Trustees

(a)(d)

(a)

The

address

of

each

Trustee

is

c/o

BlackRock,

Inc.,

55

East

52nd

Street,

New

York,

New

York

10055.

(b)

Independent

Trustees

serve

until

their

resignation,

retirement,

removal

or

death,

or

until

December

31

of

the

year

in

which

they

turn

75.

The

Board

may

determine

to

extend

the

terms

of

Independent

Trustees

on

a

case-by-case

basis,

as

appropriate.

(c)

Following

the

combination

of

Merrill

Lynch

Investment

Managers,

L.P.

("MLIM")

and

BlackRock,

Inc.

in

September

2006,

the

various

legacy

MLIM

and

legacy

BlackRock

fund

boards

were

realigned

and

consolidated

into

three

new

fund

boards

in

2007.

Furthermore,

effective

January

1,

2019,

three

BlackRock

Fund

Complexes

were

realigned

and

consolidated

into

two

BlackRock

Fund

Complexes.

As

a

result,

although

the

chart

shows

the

year

that

each

Independent

Trustee

joined

the

Board,

certain

Independent

Trustees

first

became

members

of

the

boards

of

other

BlackRock-advised

Funds,

legacy

MLIM

funds

or

legacy

BlackRock

funds

as

follows:

Bruce

R.

Bond,

2005;

Cynthia

A.

Montgomery,

1994;

Joseph

P.

Platt,

1999;

Kenneth

L.

Urish,

1999;

Lena

G.

Goldberg,

2016;

Henry

R.

Keizer,

2016;

Donald

C.

Opatrny,

2015.

(d)

Mr.

Fairbairn

and

Mr.

Perlowski

are

both

“interested

persons,”

as

defined

in

the

1940

Act,

of

the

Trust

based

on

their

positions

with

BlackRock,

Inc.

and

its

affiliates.

Mr.

Fairbairn

and

Mr.

Perlowski

are

also

board

members

of

the

BlackRock

Fixed-Income

Complex.

(e)

Mr.

Perlowski

is

also

a

trustee

of

the

BlackRock

Credit

Strategies

Fund

and

BlackRock

Private

Investments

Fund.

Name

Year

of

Birth

(b)

Position(s)

Held

(Length

of

Service)

(c)

Principal

Occupation(s)

During

Past

Five

Years

Number

of

BlackRock-Advised

Registered

Investment

Companies

(“RICs”)

Consisting

of

Investment

Portfolios

(“Portfolios”)

Overseen

Public

Company

and

Other

Investment

Company

Directorships

Held

During

Past

Five

Years

Robert

Fairbairn

1965

Trustee

(Since

2018)

Vice

Chairman

of

BlackRock,

Inc.

since

2019;

Member

of

BlackRock's

Global

Executive

and

Global

Operating

Committees;

Co-Chair

of

BlackRock's

Human

Capital

Committee;

Senior

Managing

Director

of

BlackRock,

Inc.

from

2010

to

2019;

oversaw

BlackRock's

Strategic

Partner

Program

and

Strategic

Product

Management

Group

from

2012

to

2019;

Member

of

the

Board

of

Managers

of

BlackRock

Investments,

LLC

from

2011

to

2018;

Global

Head

of

BlackRock's

Retail

and

iShares

®

businesses

from

2012

to

2016.

113

RICs

consisting

of

258

Portfolios

None

John

M.

Perlowski

(e)

1964

Trustee

(Since

2015)

President

and

Chief

Executive

Officer

(Since

2010)

Managing

Director

of

BlackRock,

Inc.

since

2009;

Head

of

BlackRock

Global

Accounting

and

Product

Services

since

2009;

Advisory

Director

of

Family

Resource

Network

(charitable

foundation)

since

2009.

115

RICs

consisting

of

260

Portfolios

None

Trustee

and

Officer

Information

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

32

Officers

Who

Are

Not

Trustees

(a)

(a)

The

address

of

each

Officer

is

c/o

BlackRock,

Inc.,

55

East

52nd

Street,

New

York,

New

York

10055.

(b)

Officers

of

the

Trust

serve

at

the

pleasure

of

the

Board.

Further

information

about

the

Trust’s

Trustees

and

Officers

is

available

in

the

Trust’s

Statement

of

Additional

Information,

which

can

be

obtained

without

charge

by

calling

(800)

441-7762.

Name

Year

of

Birth

(b)

Position(s)

Held

(Length

of

Service)

Principal

Occupation(s)

During

Past

Five

Years

Thomas

Callahan

1968

Vice

President

(Since

2016)

Managing

Director

of

BlackRock,

Inc.

since

2013;

Member

of

the

Board

of

Managers

of

BlackRock

Investments,

LLC

(principal

underwriter)

since

2019

and

Managing

Director

thereof

since

2017;

Head

of

BlackRock’s

Global

Cash

Management

Business

since

2016;

Co-Head

of

the

Global

Cash

Management

Business

from

2014

to

2016;

Deputy

Head

of

the

Global

Cash

Management

Business

from

2013

to

2014;

Member

of

the

Cash

Management

Group

Executive

Committee

since

2013;

Chief

Executive

Officer

of

NYSE

Liffe

U.S.

from

2008

to

2013.

Jennifer

McGovern

1977

Vice

President

(Since

2014)

Managing

Director

of

BlackRock,

Inc.

since

2016;

Director

of

BlackRock,

Inc.

from

2011

to

2015;

Head

of

Americas

Product

Development

and

Governance

for

BlackRock’s

Global

Product

Group

since

2019;

Head

of

Product

Structure

and

Oversight

for

BlackRock's

U.S.

Wealth

Advisory

Group

from

2013

to

2019.

Trent

Walker

1974

Chief

Financial

Officer

(Since

2021)

Managing

Director

of

BlackRock,

Inc.

since

September

2019;

Executive

Vice

President

of

PIMCO

from

2016

to

2019;

Senior

Vice

President

of

PIMCO

from

2008

to

2015;

Treasurer

from

2013

to

2019

and

Assistant

Treasurer

from

2007

to

2017

of

PIMCO

Funds,

PIMCO

Variable

Insurance

Trust,

PIMCO

ETF

Trust,

PIMCO

Equity

Series,

PIMCO

Equity

Series

VIT,

PIMCO

Managed

Accounts

Trust,

2

PIMCO-sponsored

interval

funds

and

21

PIMCO-sponsored

closed-end

funds.

Jay

M.

Fife

1970

Treasurer

(Since

2007)

Managing

Director

of

BlackRock,

Inc.

since

2007.

Charles

Park

1967

Chief

Compliance

Officer

(Since

2014)

Anti-Money

Laundering

Compliance

Officer

for

certain

BlackRock-advised

Funds

from

2014

to

2015;

Chief

Compliance

Officer

of

BlackRock

Advisors,

LLC

and

the

BlackRock-advised

Funds

in

the

BlackRock

Multi-Asset

Complex

and

the

BlackRock

Fixed-Income

Complex

since

2014;

Principal

of

and

Chief

Compliance

Officer

for

iShares

®

Delaware

Trust

Sponsor

LLC

since

2012

and

BlackRock

Fund

Advisors

(“BFA”)

since

2006;

Chief

Compliance

Officer

for

the

BFA-advised

iShares

®

exchange

traded

funds

since

2006;

Chief

Compliance

Officer

for

BlackRock

Asset

Management

International

Inc.

since

2012.

Lisa

Belle

1968

Anti-Money

Laundering

Compliance

Officer

(Since

2019)

Managing

Director

of

BlackRock,

Inc.

since

2019;

Global

Financial

Crime

Head

for

Asset

and

Wealth

Management

of

JP

Morgan

from

2013

to

2019;

Managing

Director

of

RBS

Securities

from

2012

to

2013;

Head

of

Financial

Crimes

for

Barclays

Wealth

Americas

from

2010

to

2012.

Janey

Ahn

1975

Secretary

(Since

2019)

Managing

Director

of

BlackRock,

Inc.

since

2018;

Director

of

BlackRock,

Inc.

from

2009

to

2017.

Neal

J.

Andrews

retired

as

the

Chief

Financial

Officer

effective

December

31,

2020,

and

Trent

Walker

was

elected

as

the

Chief

Financial

Officer

effective

January

1,

2021.

Additional

Information

33

Additional

Information

General

Information

Quarterly

performance,

semi-annual

and

annual

reports,

current

net

asset

value

and

other

information

regarding

the

Fund

may

be

found

on

BlackRock’s

website,

which

can

be

accessed

at

blackrock.com

.

Any

reference

to

BlackRock’s

website

in

this

report

is

intended

to

allow

investors

public

access

to

information

regarding

the

Fund

and

does

not,

and

is

not

intended

to,

incorporate

BlackRock’s

website

in

this

report.

Householding

The

Fund

will

mail

only

one

copy

of

shareholder

documents,

including

prospectuses,

annual

and

semi-annual

reports,

Rule

30e-3

notices

and

proxy

statements,

to

shareholders

with

multiple

accounts

at

the

same

address.

This

practice

is

commonly

called

“householding”

and

is

intended

to

reduce

expenses

and

eliminate

duplicate

mailings

of

shareholder

documents.

Mailings

of

your

shareholder

documents

may

be

householded

indefinitely

unless

you

instruct

us

otherwise.

If

you

do

not

want

the

mailing

of

these

documents

to

be

combined

with

those

for

other

members

of

your

household,

please

call

the

Transfer

Agent at

(800)

441-7762.

Availability

of

Quarterly

Schedule

of

Investments 

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

each

month

on

Form

N-MFP.

The

Fund’s

reports

on

Form

N-MFP

are

available

on

the

SEC’s

website

at

sec.gov

.

The

Fund

makes

portfolio

holdings

available

to

shareholders

on

its

website

at

blackrock.com

.

Availability

of

Proxy

Voting

Policies,

Procedures and

Voting

Records

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

information

about

how

the

Fund

voted

proxies

relating

to

securities

held

in

the

Fund's

portfolio

during

the

most

r

ecent

12-month

period

ended

June

30 is

available

without

charge,

upon

request (1)

by

calling

(800)

441-

7762

;

(2)

on

the

BlackRock

website

at

blackrock.com

;

and

(3)

on

the

SEC’s

website

at

sec.gov

.

Shareholder

Privileges

Account

Information

Call

us

at

(800)

441-7762

from

8:00

AM

to

6:00

PM

ET

on

any

business

day

to

get

information

about

your

account

balances,

recent

transactions

and

share

prices.

You

can

also

visit

blackrock.com

for

more

information.

Automatic

Investment

Plans

Investor

class

shareholders

who

want

to

invest

regularly

can

arrange

to

have

$50

or

more

automatically

deducted

from

their

checking

or

savings

account

and

invested

in

any

of

the

BlackRock

funds.

Systematic

Withdrawal

Plans

Investor

class

shareholders

can

establish

a

systematic

withdrawal

plan

and

receive

periodic

payments

of

$50

or

more

from

their

BlackRock

funds,

as

long

as

their

account

balance

is

at

least

$10,000.

Retirement

Plans

Shareholders

may

make

investments

in

conjunction

with

Traditional,

Rollover,

Roth,

Coverdell,

Simple

IRAs,

SEP

IRAs

and

403(b)

Plans.

BlackRock

Privacy

Principles

BlackRock

is

committed

to

maintaining

the

privacy

of

its

current

and

former

fund

investors

and

individual

clients

(collectively,

“Clients”)

and

to

safeguarding

their

non-public

personal

information.

The

following

information

is

provided

to

help

you

understand

what

personal

information

BlackRock

collects,

how

we

protect

that

information

and

why

in

certain

cases

we

share

such

information

with

select

parties.

If

you

are

located

in

a

jurisdiction

where

specific

laws,

rules

or

regulations

require

BlackRock

to

provide

you

with

additional

or

different

privacy-related

rights

beyond

what

is

set

forth

below,

then

BlackRock

will

comply

with

those

specific

laws,

rules

or

regulations.

BlackRock

obtains

or

verifies

personal

non-public

information

from

and

about

you

from

different

sources,

including

the

following:

(i)

information

we

receive

from

you

or,

if

applicable,

your

financial

intermediary,

on

applications,

forms

or

other

documents;

(ii)

information

about

your

transactions

with

us,

our

affiliates,

or

others;

(iii)

information

we

receive

from

a

consumer

reporting

agency;

and

(iv)

from

visits

to

our

websites.

BlackRock

does

not

sell

or

disclose

to

non-affiliated

third

parties

any

non-public

personal

information

about

its

Clients,

except

as

permitted

by

law

or

as

is

necessary

to

respond

to

regulatory

requests

or

to

service

Client

accounts.

These

non-affiliated

third

parties

are

required

to

protect

the

confidentiality

and

security

of

this

information

and

to

use

it

only

for

its

intended

purpose.

We

may

share

information

with

our

affiliates

to

service

your

account

or

to

provide

you

with

information

about

other

BlackRock

products

or

services

that

may

be

of

interest

to

you.

In

addition,

BlackRock

restricts

access

to

non-public

personal

information

about

its

Clients

to

those

BlackRock

employees

with

a

legitimate

business

need

for

the

Additional

Information

(continued)

2021

BlackRock

Annual

Report

to

Shareholders

34

information.

BlackRock

maintains

physical,

electronic

and

procedural

safeguards

that

are

designed

to

protect

the

non-public

personal

information

of

its

Clients,

including

procedures

relating

to

the

proper

storage

and

disposal

of

such

information.

Fund

and

Service

Providers

Investment

Adviser

and

Administrator

BlackRock

Advisors,

LLC

Wilmington,

DE

19809

Sub-Adviser

BlackRock

International

Limited

Edinburgh,

EH3

8BL

United

Kingdom

Accounting

Agent

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Custodians

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

The

Bank

of

New

York

Mellon

New

York,

NY

10286

Transfer

Agent

BNY

Mellon

Investment

Servicing

(US)

Inc.

Wilmington,

DE

19809

Independent

Registered

Public

Accounting

Firm

Deloitte

&

Touche

LLP

Boston,

MA

02116

Distributor

BlackRock

Investments,

LLC

New

York,

NY

10022

Legal

Counsel

Sidley

Austin

LLP

New

York,

NY

10019

Address

of

the

Trust

100

Bellevue

Parkway

Wilmington,

DE

19809

Glossary

of

Terms

Used

in

This

Report

35

Glossary

of

Terms

Used

in

This

Report

Currency

Abbreviations

USD

United

States

Dollar

Portfolio

Abbreviations

LIBOR

London

Interbank

Offered

Rate

LIQ

Liquidity

Agreement

LOC

Letter

of

Credit

RB

Revenue

Bonds

SBPA

Stand-by-Bond

Purchase

Agreement

SOFR

Secured

Overnight

Financing

Rate

VRDN

Variable

Rate

Demand

Notes

Want

to

know

more?

blackrock.com

|

800-441-7762

This

report

is

intended

for

current

holders.

It

is

not

authorized

for

use

as

an

offer

of

sale

or

a

solicitation

of

an

offer

to

buy

shares

of

the

Fund

unless

preceded

or

accompanied

by

the

Fund’s

current

prospectus.

You

could

lose

money

by

investing

in

the

Fund.

Although

the

Fund

seeks

to

preserve

the

value

of

your

investment

at

$1.00

per

share,

it

cannot

guarantee

it

will

do

so.

The

Fund

may

impose

a

fee

upon

sale

of

your

shares

or

may

temporarily

suspend

your

ability

to

sell

shares

if

the

Fund's

liquidity

falls

below

required

minimums

because

of

market

conditions

or

other

factors.

An

investment

in

the

Fund

is

not

insured

or

guaranteed

by

the

Federal

Deposit

Insurance

Corporation

or

any

other

government

agency.

The

Fund’s

sponsor

has

no

legal

obligation

to

provide

financial

support

to

the

Fund

at

any

time.

Performance

data

quoted

represents

past

performance

and

does

not

guarantee

future

results.

Total

return

information

assumes

reinvestment

of

all

distributions.

Current

performance

may

be

higher

or

lower

than

the

performance

data

quoted.

For

current

month-end

performance

information,

call

(800)

626-1960.

The

Fund’s

current

7-day

yield

more

closely

reflects

the

current

earnings

of

the

Fund

than

the

total

returns

quoted.

Statements

and

other

information

herein

are

as

dated

and

are

subject

to

change.

MM-3/21-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. The

registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.

Item 3 – Audit Committee Financial 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:

 
Neil A. Cotty

Henry R. Keizer

Kenneth L. Urish

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert.  The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.

The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

Item 4 – Principal Accountant Fees and Services

The following table presents fees billed by 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 Fees
Entity Name	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Wealth Liquid Environmentally Aware Fund	$26,967	$27,744	$4,000	$0	$9,500	$9,500	$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 (“Affiliated Service Providers”):

	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees1	$0	$0
(c) Tax Fees2	$0	$0
(d) All Other Fees3	$2,032,000	$1,984,000

1

The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

2

The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

3

Non-audit fees of $2,032,000 and $1,984,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription.  These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

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

                        Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the 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, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:

Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Wealth Liquid Environmentally Aware Fund	$13,500	$9,500

              Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored and advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

Current Fiscal Year End	Previous Fiscal Year End
$2,032,000	$1,984,000

              These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

              (h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and

the Affiliated Service Providers

that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 –  Audit Committee of Listed Registrant – Not Applicable

Item 6 – Investments

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

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

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

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

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

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

Item 11 – Controls and Procedures

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

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable

Item 13 – Exhibits attached hereto

              (a)(1) Code of Ethics – See Item 2

              (a)(2) Section 302 Certifications are attached

              section302

(a)(3) Not Applicable

(a)(4) Not Applicable

(b) Section 906 Certifications are attached

section906

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

BlackRock Funds

^SM

By:     /s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

          BlackRock Funds

^SM

Date: June 3, 2021

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

By:     /s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

          BlackRock Funds

^SM

Date: June 3, 2021

By:     /s/ Trent Walker

          Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Funds

^SM

Date: June 3, 2021