UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

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

Name of Fund: BlackRock Funds III

BlackRock Cash Funds: Institutional

BlackRock Cash Funds: Treasury

BlackRock LifePath^® Dynamic 2025 Fund

BlackRock LifePath^® Dynamic 2030 Fund

BlackRock LifePath^® Dynamic 2035 Fund

BlackRock LifePath^® Dynamic 2040 Fund

BlackRock LifePath^® Dynamic 2045 Fund

BlackRock LifePath^® Dynamic 2050 Fund

BlackRock LifePath^® Dynamic 2055 Fund

BlackRock LifePath^® Dynamic 2060 Fund

BlackRock LifePath^® Dynamic 2065 Fund

BlackRock LifePath^® Dynamic Retirement Fund

iShares MSCI Total International Index Fund

iShares Russell 1000 Large-Cap Index Fund

iShares S&P 500 Index Fund

iShares U.S. Aggregate Bond Index Fund

Master Investment Portfolio

Diversified Equity Master Portfolio

International Tilts Master Portfolio

Large Cap Index Master Portfolio

Money Market Master Portfolio

S&P 500 Index Master Portfolio

Total International ex U.S. Index Master Portfolio

Treasury Money Market Master Portfolio

U.S. Total Bond Index Master Portfolio

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

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

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

Date of fiscal year end: 12/31/2022

Date of reporting period: 12/31/2022

Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.

DECEMBER 31, 2022

2022 Annual Report

BlackRock Funds III

· BlackRock Cash Funds: Institutional

· BlackRock Cash Funds: Treasury

        Not FDIC Insured • May Lose Value • No Bank Guarantee        

The Markets in Review

Dear Shareholder,

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

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

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

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

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

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

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

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

2 T H I S   P A G E   I S   N O T   P A R T   O F   Y O U R   F U N D   R E P O R T

Table of Contents

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

3

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

Market Review

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

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

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

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

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

Portfolio Review

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

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

Outlook

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

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

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

4 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

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

Investment Objective

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

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

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

Expense Example

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

^(a) For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Money Market Master Portfolio (the “Master Portfolio”), the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

Past performance is not an indication of future results.

F U N D   S U M M A R Y 5

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

Investment Objective

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

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

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

Expense Example

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

^(a) For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Treasury Money Market Master Portfolio (the “Master Portfolio”), the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

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

Past performance is not an indication of future results.

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Disclosure of Expenses

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

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

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

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

D I S C L O S U R E    O F    E X P E N S E S 7

Statements of Assets and Liabilities

December 31, 2022

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

See notes to financial statements.

8 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Statements of Operations

Year Ended December 31, 2022

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

See notes to financial statements.

F U N D    F I N A N C I A L    S T A T E M E N T S 9

Statements of Changes in Net Assets

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

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

See notes to financial statements.

10 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Financial Highlights

(For a share outstanding throughout each period)

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

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

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

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

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

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

See notes to financial statements.

F U N D    F I N A N C I A L   H I G H L I G H T S 11

Financial Highlights (continued)

(For a share outstanding throughout each period)

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

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

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

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

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

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

^(f) Amount is less than 0.005%.

See notes to financial statements.

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Financial Highlights (continued)

(For a share outstanding throughout each period)

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

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

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

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

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

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

^(f) Amount is less than 0.005%.

See notes to financial statements.

F U N D    F I N A N C I A L   H I G H L I G H T S 13

Notes to Financial Statements

1.   ORGANIZATION

BlackRock Funds III (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Delaware statutory trust. The following, each of which is a series of the Trust, are referred to herein collectively as the “Funds” or individually as a “Fund”:

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

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

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

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

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

Institutional prices and transacts its shares at a net asset value (“NAV”) per share calculated to four decimal places, reflecting market-based values of its portfolio holdings (i.e., at a “floating” NAV).

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

The Funds, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2.   SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

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

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

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

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

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

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Notes to Financial Statements  (continued)

3.   INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

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

4.   ADMINISTRATION AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

Fund Name

Capital

Institutional

Premium

Select

SL Agency

Trust

Institutional

N/A

N/A

N/A

N/A

0.02

%

N/A

Treasury

0.07

%(a)

0.05

%

0.10

%(a)

0.15

%(a)

0.02

0.38

%(a)

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

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

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

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

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

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

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

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

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

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

Interfund Lending: In accordance with an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission (“SEC”), each Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by each Fund’s investment policies and restrictions. Each Fund is currently permitted to borrow and lend under the Interfund Lending Program.

A lending BlackRock fund may lend in aggregate up to 15% of its net assets but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

F U N D   N O T E S   T O   F I N A N C I A L   S T A T E M E N T S 15

Notes to Financial Statements  (continued)

During the year ended December 31, 2022, the Funds did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock, Inc. (“BlackRock”) or its affiliates.

5.   INCOME TAX INFORMATION

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

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

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

The tax character of distributions paid was as follows:

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

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

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

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

6.   CAPITAL SHARE TRANSACTIONS

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

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

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

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

16 2 0 2 2   B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Notes to Financial Statements  (continued)

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

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

7.   SUBSEQUENT EVENTS

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

F U N D   N O T E S   T O   F I N A N C I A L   S T A T E M E N T S 17

Report of Independent Registered Public Accounting Firm

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

Opinions on the Financial Statements

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

BlackRock Cash Funds: Institutional

BlackRock Cash Funds: Treasury

Basis for Opinions

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

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

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

/s/PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 14, 2023

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

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Important Tax Information (unaudited)

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

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

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

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

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

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

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

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

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

I M P O R T A N T  T A X  I N F O R M A T I O N 19

Master Portfolio Information    as of December 31, 2022

PORTFOLIO ALLOCATION

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

PORTFOLIO ALLOCATION

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

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

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

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

M A S T E R   P O R T F O L I O   S C H E D U L E   O F   I N V E S T M E N T S 21

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

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

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

22 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

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

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

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

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

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

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

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

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

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

Repurchase Agreements

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

M A S T E R   P O R T F O L I O   S C H E D U L E   O F   I N V E S T M E N T S 23

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

Repurchase Agreements  (continued)

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

24 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

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

Repurchase Agreements (continued)

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

M A S T E R   P O R T F O L I O   S C H E D U L E   O F   I N V E S T M E N T S 25

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

Repurchase Agreements (continued)

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

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

^(b) Traded in a joint account.

Fair Value Hierarchy as of Period End

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

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

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

See notes to financial statements.

26 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

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

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

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

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

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

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

Repurchase Agreements

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

M A S T E R    P O R T F O L I O    S C H E D U L E    O F    I N V E S T M E N T S     27

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

Repurchase Agreements  (continued)

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

^(a) Traded in a joint account.

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

Fair Value Hierarchy as of Period End

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

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

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

See notes to financial statements.

28 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Statements of Assets and Liabilities

December 31, 2022

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

See notes to financial statements.

M A S T E R   P O R T F O L I O   F I N A N C I A L   S T A T E M E N T S 29

Statements of Operations

Year Ended December 31, 2022

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

See notes to financial statements.

30 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Statements of Changes in Net Assets

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

See notes to financial statements.

M A S T E R   P O R T F O L I O   F I N A N C I A L   S T A T E M E N T S 31

Financial Highlights

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

See notes to financial statements.

32 2 0 2 2    B L A C K R O C K    A N N U A L    R E P O R T    T O    S H A R E H O L D E R S

Financial Highlights (continued)

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

See notes to financial statements.

M A S T E R   P O R T F O L I O   F I N A N C I A L   H I G H L I G H T S 33

Notes to Financial Statements

1.   ORGANIZATION

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

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

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

The Master Portfolios, together with certain other registered investment companies advised by BlackRock Fund Advisors (“BFA” or the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2.   SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis.

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

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

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

3.   INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies (Money Market Master Portfolio): The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Master Portfolio is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board has approved the designation of the Master Portfolio’s Manager as the valuation designee for the Master Portfolio. The Master Portfolio determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

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

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Money Market Master Portfolio’s assets and liabilities:

• Investments are valued on the basis of prices provided by dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments.

• Fixed-income investments for which market quotations are readily available are generally valued using the last available bid price or current market quotations provided by independent dealers or third-party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or

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Notes to Financial Statements  (continued)

dealers as obtained from a third-party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), market data, credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless the Manager determines such method does not represent fair value.

• Repurchase agreements are valued at amortized cost, which approximat