Deloitte & Touche LLP – ‘40-17F2’ on 5/26/15 re: Blackrock Liquidity Funds

On:  Tuesday, 5/26/15, at 1:31pm ET   ·   Effective:  5/26/15   ·   Accession #:  1050269-15-18   ·   File #:  811-02354

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Certificate of Accounting of Securities in the Custody of a Management Investment Company   —   Form N-17F-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-17F2     Certificate of Accounting of Securities in the         5±    18K 
                          Custody of a Management Investment                     
                          Company                                                


UNITED STATES                                                                   
SECURITIES AND EXCHANGE                                                         
COMMISSION                                                                      
Washington, D.C. 20549                                                          
FORM N-17f-2                                                                    
Certificate of Accounting of                                                    
Securities and Similar                                                          
Investments in the Custody of                                                   
Management Investment                                                           
Companies                                                                       
Pursuant to Rule 17f-2 [17                                                      
CFR 270.17f-2]                                                                  

1.      Investment Company Act File Number:                                     
811-2354                                                                        
Date examination                                                                
completed:                                                                      
May 22, 2015                                                                    
2.      State identification                                                    
Number:                                                                         

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PUERTO RICO                                                                     

Other (specify):                                                                
3.      Exact name of investment company as specified in                        
registration statement: BLACKROCK LIQUIDITY FUNDS                               

4.      Address of principal executive officer (number, street, city,           
state, zip code):                                                               
100 Bellevue Parkway, Wilmington, DE  19809                                     

May 26, 2015                                                                    

Securities and Exchange Commission                                              
Attn: Filing Desk, Stop 1-4                                                     
450 Fifth Street, N.W                                                           
Washington, DC 20549                                                            

RE:     Rule 17f-2                                                              
BlackRock Liquidity Funds                                       
Registration No. 811-2354, CIK No. 0000097098                   

Ladies and Gentlemen:                                                           

Enclosed is a copy of Form N-17f-2, along with our                              
related report, dated May 22, 2015, on our examination of                       
the investment portfolios of BlackRock FedFund and                              
BlackRock TempFund, two of the ten series comprising                            
BlackRock Liquidity Funds, as of the close of business on                       
April 30, 2015.                                                                 

Yours truly,                                                                    

/s/ Reese Blair                                                                 

Reese Blair                                                                     
Partner                                                                         

Enclosure                                                                       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Board of Trustees of BlackRock Liquidity Funds:                          

We have examined management's assertion, included in the                        
accompanying Management Statement Regarding Compliance                          
With Certain Provisions of the Investment Company Act of                        
1940, that BlackRock FedFund and BlackRock TempFund                             
(collectively, the "Funds"), two of the ten series                              
comprising the BlackRock Liquidity Funds, complied with                         
the requirements of subsections (b) and (c) of Rule 17f-2                       
under the Investment Company Act of 1940 ("the Act") as                         
of April 30, 2015, and from October 31, 2014 (the date of                       
our last examination) through April 30, 2015.  Management                       
is responsible for the Funds' compliance with those                             
requirements.  Our responsibility is to express an                              
opinion on management's assertion about the Funds'                              
compliance based on our examination.                                            

Our examination was conducted in accordance with                                
attestation standards established by the Public Company                         
Accounting Oversight Board (United States), and,                                
accordingly, included examining, on a test basis,                               
evidence about the Funds' compliance with those                                 
requirements and performing such other procedures as we                         
considered necessary in the circumstances. Included among                       
our procedures were the following tests performed as of                         
April 30, 2015, and with respect to agreement of tri-                           
party repurchase agreement purchases and maturities, for                        
the period from October 31, 2014 (the date of our last                          
examination) through April 30, 2015:                                            

*       Confirmation of all underlying collateral on tri-                       
party repurchase agreements entered into with PNC Bank,                         
N.A. ("PNC") and held in book entry form for the account                        
of PNC, by The Federal Reserve Bank of Cleveland;                               

*       Reconciliation of all tri-party repurchase agreements                   
entered into with PNC to the books and records of the                           
Funds and BNY Mellon (the Custodian of the Funds);                              

*       Agreement of one tri-party repurchase agreement                         
purchase and one tri-party repurchase agreement maturity                        
since our last report from the books and records of the                         
Funds to subsequent settlement in cash records provided                         
by the Custodian.                                                               

We believe that our examination provides a reasonable                           
basis for our opinion.  Our examination does not provide                        
a legal determination on the Funds' compliance with                             
specified requirements.                                                         

The Funds are subject to the requirements under Rule 17f-                       
2 of the Act in order to comply with an exemptive order                         
from the Securities and Exchange Commission.                                    

In our opinion, management's assertion that BlackRock                           
FedFund and BlackRock TempFund complied with the                                
requirements of subsections (b) and (c) of Rule 17f-2 of                        
the Investment Company Act of 1940 as of April 30, 2015,                        
and from October 31, 2014 (the date of our last                                 
examination) through April 30, 2015, with respect to                            
certain securities reflected in the investment account of                       
the Funds is fairly stated, in all material respects.                           

This report is intended solely for the information and                          
use of management and the Board of Trustees of BlackRock                        
Liquidity Funds and the Securities and Exchange                                 
Commission and is not intended to be and should not be                          
used by anyone other than these specified parties.                              

Deloitte & Touche LLP                                                           
Philadelphia, Pennsylvania                                                      
May 22, 2015                                                                    

Management Statement Regarding Compliance With Certain                          
Provisions of the Investment Company Act of 1940                                

We, as members of management of the BlackRock FedFund and                       
BlackRock TempFund (collectively, the "Funds"), two of                          
the ten series comprising the BlackRock Liquidity Funds,                        
are responsible for complying with the requirements of                          
subsections (b) and (c) of Rule 17f-2, "Custody of                              
Investments by Registered Management Investment Company,"                       
of the Investment Company Act of 1940, as amended (the                          
"Act").  We are also responsible for establishing and                           
maintaining effective internal controls over compliance                         
with those requirements.  We have performed an evaluation                       
of the Funds' compliance with the requirements of                               
subsections (b) and (c) of Rule 17f-2 as of April 30,                           
2015, and from October 31, 2014 (the date of our last                           
examination) through April 30, 2015.                                            

Based on this evaluation, we assert that the Funds were                         
in compliance with the requirements of subsections (b)                          
and (c) of Rule 17f-2 of the Act as of April 30, 2015,                          
and from October 31, 2014 (the date of our last                                 
examination), through April 30, 2015, with respect to                           
certain securities reflected in the investment account of                       
the Funds.                                                                      

The Funds are subject to the requirements under Rule 17f-                       
2 of the Act in order to comply with an exemptive order                         
from the Securities and Exchange Commission.                                    

/s/ John M. Perlowski _____________________________                             
John M. Perlowski, President and Chief Executive Officer                        

/s/ Neal J. Andrews _______________________________                             
Neal J. Andrews, Chief Financial Officer                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-17F2’ Filing		Date		Other Filings
Filed on / Effective on:		5/26/15
		5/22/15
		4/30/15
		10/31/14		24F-2NT,  N-CSR,  N-MFP,  NSAR-B
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