BBIF Money Fund. BBIF Treasury Fund. BIF Money Fund. BIF Treasury Fund. BlackRock Advantage Global Fund, Inc.

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1 BBIF Money Fund BBIF Treasury Fund BIF Money Fund BIF Treasury Fund BlackRock Advantage Global Fund, Inc. BlackRock Advantage U.S. Total Market Fund, Inc. BlackRock Allocation Target Shares BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio BlackRock Asian Dragon Fund, Inc. BlackRock Balanced Capital Fund, Inc. BlackRock Basic Value Fund, Inc. BlackRock Bond Fund, Inc. BlackRock Total Return Fund BlackRock California Municipal Series Trust BlackRock California Municipal Opportunities Fund BlackRock Capital Appreciation Fund, Inc. BlackRock Emerging Markets Fund, Inc. BlackRock Equity Dividend Fund BlackRock EuroFund BlackRock Focus Growth Fund, Inc. BlackRock Financial Institutions Series Trust BlackRock Summit Cash Reserves Fund BlackRock Funds SM BlackRock Advantage Emerging Markets Fund BlackRock Advantage International Fund BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRock All-Cap Energy & Resources Portfolio BlackRock Alternative Capital Strategies Fund BlackRock Commodity Strategies Fund BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Credit Fund BlackRock Global Long/Short Equity Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact Bond Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRock Mid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Multi-Manager Alternative Strategies Fund BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund ishares Developed Real Estate Index Fund ishares Edge MSCI Min Vol EAFE Index Fund ishares Edge MSCI Min Vol USA Index Fund ishares Edge MSCI Multifactor Intl Index Fund ishares Edge MSCI Multifactor USA Index Fund ishares Edge MSCI USA Momentum Factor Index Fund ishares Edge MSCI USA Quality Factor Index Fund ishares Edge MSCI USA Size Factor Index Fund ishares Edge MSCI USA Value Factor Index Fund ishares MSCI Asia ex Japan Index Fund ishares MSCI Developed World Index Fund ishares Russell Mid-Cap Index Fund ishares Russell Small/Mid-Cap Index Fund ishares Short-Term TIPS Bond Index Fund ishares Total U.S. Stock Market Index Fund BlackRock Funds II BlackRock 20/80 Target Allocation Fund BlackRock 40/60 Target Allocation Fund BlackRock 60/40 Target Allocation Fund BlackRock 80/20 Target Allocation Fund BlackRock Core Bond Portfolio BlackRock Credit Strategies Income Fund BlackRock Dynamic High Income Portfolio BlackRock Emerging Markets Bond Fund

2 BlackRock Emerging Markets Flexible Dynamic Bond Portfolio BlackRock Emerging Markets Local Currency Bond Fund BlackRock Floating Rate Income Portfolio BlackRock Global Dividend Portfolio BlackRock GNMA Portfolio BlackRock High Yield Bond Portfolio BlackRock Inflation Protected Bond Portfolio BlackRock LifePath Smart Beta 2020 Fund BlackRock LifePath Smart Beta 2025 Fund BlackRock LifePath Smart Beta 2030 Fund BlackRock LifePath Smart Beta 2035 Fund BlackRock LifePath Smart Beta 2040 Fund BlackRock LifePath Smart Beta 2045 Fund BlackRock LifePath Smart Beta 2050 Fund BlackRock LifePath Smart Beta 2055 Fund BlackRock LifePath Smart Beta 2060 Fund BlackRock LifePath Smart Beta Retirement Fund BlackRock Low Duration Bond Portfolio BlackRock Managed Income Fund BlackRock Multi-Asset Income Portfolio BlackRock Strategic Income Opportunities Portfolio BlackRock U.S. Government Bond Portfolio BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock CoreAlpha Bond Fund BlackRock LifePath Dynamic Retirement Fund BlackRock LifePath Dynamic 2020 Fund BlackRock LifePath Dynamic 2025 Fund BlackRock LifePath Dynamic 2030 Fund BlackRock LifePath Dynamic 2035 Fund BlackRock LifePath Dynamic 2040 Fund BlackRock LifePath Dynamic 2045 Fund BlackRock LifePath Dynamic 2050 Fund BlackRock LifePath Dynamic 2055 Fund BlackRock LifePath Dynamic 2060 Fund BlackRock LifePath Index Retirement Fund BlackRock LifePath Index 2020 Fund BlackRock LifePath Index 2025 Fund BlackRock LifePath Index 2030 Fund BlackRock LifePath Index 2035 Fund BlackRock LifePath Index 2040 Fund BlackRock LifePath Index 2045 Fund BlackRock LifePath Index 2050 Fund BlackRock LifePath Index 2055 Fund BlackRock LifePath Index 2060 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 BlackRock Global Allocation Fund, Inc. BlackRock Index Funds, Inc. ishares MSCI EAFE International Index Fund ishares Russell 2000 Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Advantage Large Cap Value Retirement Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Long-Horizon Equity Fund BlackRock Mid Cap Dividend Series, Inc. BlackRock Mid Cap Dividend Fund BlackRock Multi-State Municipal Series Trust BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Municipal Bond Fund, Inc. BlackRock High Yield Municipal Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock Municipal Series Trust BlackRock Strategic Municipal Opportunities Fund BlackRock Natural Resources Trust -2-

3 BlackRock Series Fund, Inc. BlackRock Advantage Large Cap Core Portfolio BlackRock Balanced Capital Portfolio BlackRock Capital Appreciation Portfolio BlackRock Global Allocation Portfolio BlackRock Government Money Market Portfolio BlackRock High Yield Portfolio BlackRock U.S. Government Bond Portfolio BlackRock Series, Inc. BlackRock International Fund BlackRock Strategic Global Bond Fund, Inc. BlackRock Variable Series Funds, Inc. BlackRock Advantage Large Cap Core V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage U.S. Total Market V.I. Fund BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund BlackRock Global Opportunities V.I. Fund BlackRock Government Money Market V.I. Fund BlackRock High Yield V.I. Fund BlackRock International V.I. Fund BlackRock ishares Alternative Strategies V.I. Fund BlackRock ishares Dynamic Allocation V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Total Return V.I. Fund BlackRock U.S. Government Bond V.I. Fund FDP Series, Inc. FDP BlackRock Capital Appreciation Fund FDP BlackRock CoreAlpha Bond Fund FDP BlackRock Equity Dividend Fund FDP BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund FFI Government Fund FFI Treasury Fund Managed Account Series Advantage Global SmallCap Fund BlackRock GA Disciplined Volatility Equity Fund BlackRock GA Enhanced Equity Fund BlackRock U.S. Mortgage Portfolio Mid Cap Dividend Fund Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund (each, a Fund and collectively, the Funds ) Supplement dated April 5, 2018 to the Statement of Additional Information of each Fund Each Fund s Statement of Additional Information is amended as follows: The list in the section entitled Purchase of Shares Additional Payments by BlackRock C. Service Organizations Receiving Additional Payments, Miscellaneous Additional Payments by BlackRock C. Service Organizations Receiving Additional Payments, Investment Advisory Arrangements Additional Payments by BlackRock C. Service Organizations Receiving Additional Payments or Investment Adviser and Other Service Providers Additional Payments by BlackRock C. Service -3-

4 Organizations Receiving Additional Payments in Part II, as applicable, of each Fund s current Statement of Additional Information is deleted in its entirety and replaced with the following: ADP Broker-Dealer, Inc. Advisor Group, Inc. Allianz Life Financial Services, LLC Allianz Life Insurance Company of New York Allianz Life Insurance Company of North America American Enterprise Investment Services, Inc. American Fidelity Assurance Company American Fidelity Securities, Inc. American General Life Insurance Company American United Life Insurance Company Annuity Investors Life Insurance Company Aon Hewitt Ascensus Broker Dealer Services, Inc. Ascensus, Inc. AssetMark Trust Company AXA Advisors, LLC AXA Equitable Life Insurance Company Bank of America, N.A. Bank of New York Mellon, The Barclays Capital Inc. BB&T Retirement & Institutional Services Benefit Plans Administrative Services, Inc. Benefit Trust Company BlackRock Advisors, LLC BMO Capital Markets Corp. BNP Paribas BNP Paribas Investment Partners UK Limited BNY Mellon, N.A. BOKF, N.A. Broadridge Business Process Outsourcing, LLC Brown Brothers Harriman & Co. Capital One, N.A. Cetera Advisor Networks LLC Cetera Advisors LLC Cetera Financial Group Cetera Financial Specialists LLC Cetera Investment Services LLC Charles Schwab & Co., Inc. Chicago Mercantile Exchange Inc. Citco Securities, LLC CitiBank, National Association Citigroup Global Markets, Inc. Citizens Business Bank CME Shareholder Servicing LLC CMFG Life Insurance Company Comerica Bank Commonwealth Financial Network Companion Life Insurance Company Computershare Trust Company Conduent HR Services, LLC Credit Suisse Securities (USA) LLC CSC Trust Company of Delaware Delaware Life Insurance Company Delaware Life Insurance Company of New York Deutsche Bank AG Deutsche Bank Trust Company Americas Digital Retirement Solutions, Inc. Edward D. Jones & Co., L.P. Empire Fidelity Investments Life Insurance Company Federal Deposit Insurance Corporation Fidelity Brokerage Services LLC Fidelity Investments Institutional Operations Company, Inc. Fidelity Investments Life Insurance Company Fifth Third Securities, Inc. First Allied Securities, Inc. First Hawaiian Bank First Mercantile Trust Company First MetLife Investors Insurance Company First Republic Bank First Security Benefit Life Insurance and Annuity Company of New York First Symetra National Life Insurance Company of New York FIS Brokerage & Securities Services LLC Forethought Life Insurance Company FSC Securities Corporation Genworth Life and Annuity Insurance Company Genworth Life Insurance Company of New York Girard Securities, Inc. Global Atlantic Distributors, LLC Goldman Sachs & Co. Great-West Financial Retirement Plan Services, LLC Great-West Life & Annuity Insurance Company Great-West Life & Annuity Insurance Company of New York Guardian Insurance & Annuity Company, Inc., The GWFS Equities, Inc. Hartford Life and Annuity Insurance Company Hartford Life Insurance Company Hartford Securities Distribution Company, Inc. Hazeltree Fund Services, Inc. Hightower Securities, Inc. -4-

5 Hilltop Securities Inc. HSBC Bank USA, N.A. Huntington Investment Company, The Institutional Cash Distributors, LLC Integrity Life Insurance Company INVEST Financial Corporation Investment Centers of America, Inc. J.P. Morgan Securities LLC Jefferies LLC Jefferson National Life Insurance Company Jefferson National Life Insurance Company of New York John Hancock Life Insurance Company John Hancock Life Insurance Company of New York JPMorgan Chase Bank, N.A. Kestra Investment Services, LLC Ladenburg Thalmann Advisor Network LLC Lincoln Financial Advisors Corporation Lincoln Financial Distributors, Inc. Lincoln Financial Securities Corporation Lincoln Life & Annuity Company of New York Lincoln National Life Insurance Company Lincoln Retirement Services LLC LPL Financial LLC M&T Securities Inc. Manufacturers and Traders Trust Company Massachusetts Mutual Life Insurance Company Members Life Insurance Company Mercer HR Services, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Metavante Corporation MetLife Insurance Company USA Metropolitan Life Insurance Company Mid Atlantic Capital Corporation Midland Life Insurance Company Minnesota Life Insurance Company Mizuho Securities USA Inc. MML Distributors, LLC MML Investors Services, LLC Morgan Stanley & Co. LLC Morgan Stanley Distribution, Inc. Morgan Stanley Smith Barney LLC MUFG Union Bank, National Association National Financial Services LLC National Integrity Life Insurance Company National Life Insurance Company National Planning Corporation National Planning Holdings, Inc. Nationwide Financial Services, Inc. Nationwide Fund Distributors LLC Nationwide Retirement Solutions NCB Federal Savings Bank New England Pension Plan Systems, LLC New York Life Insurance and Annuity Corporation Newport Retirement Services, Inc. NEX Treasury Limited Northbrook Bank & Trust Company Northwestern Mutual Investment Services, LLC NYLife Distributors LLC Oppenheimer & Co., Inc. Pacific Life & Annuity Company Pacific Life Insurance Company Pacific Select Distributors, LLC Park Avenue Securities LLC Pershing LLC PFPC Inc. PFS Investments Inc. Piper Jaffray & Co. PNC Bank, National Association PNC Capital Markets LLC PNC Investments LLC Primerica Shareholder Services, Inc. Principal Life Insurance Company Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Prudential Annuities Distributors, Inc. Prudential Insurance Company of America Raymond James & Associates, Inc. Raymond James Financial Services, Inc. RBC Capital Markets, LLC Regions Bank Reliance Trust Company Reliastar Life Insurance Company Reliastar Lire Life Insurance Company of New York RiverSource Distributors, Inc. RiverSource Life Insurance Co. of New York RiverSource Life Insurance Company Robert W Baird & Co Incorporated Royal Alliance Associates, Inc. SagePoint Financial, Inc. Sammons Retirement Solutions, Inc. Saturna Trust Company Security Benefit Life Insurance Company Security Financial Resources, Inc. Security Life of Denver Insurance Company SEI Private Trust Company SG Americas Securities, LLC SII Investments, Inc. Silicon Valley Bank Standard Insurance Company -5-

6 State Street Global Markets, LLC Stifel, Nicolaus & Company, Incorporated Summit Brokerage Services, Inc. SunTrust Bank SVB Asset Management Symetra Life Insurance Company Syntal Capital Partners, LLC T. Rowe Price Retirement Plan Services, Inc. TD Ameritrade Clearing, Inc. TD Ameritrade Trust Company TD Ameritrade, Inc. Teachers Insurance and Annuity Association of America TIAA-CREF Tuition Financing, Inc. Transamerica Advisors Life Insurance Company Transamerica Financial Life Insurance Company Treasury Brokerage Trust Company of America U.S. Bancorp Investments, Inc. U.S. Bank, National Association UBATCO & Co. UBS Financial Services, Inc. UBS Securities LLC UMB Bank, National Association United of Omaha Life Insurance Company United States Life Insurance Company in the City of New York, The VALIC Retirement Services Company Vanguard Group, Inc., The Vanguard Marketing Corporation Voya Financial Advisors, Inc. Voya Financial Partners, LLC Voya Institutional Plan Services, LLC Voya Insurance and Annuity Company Voya Investments Distributor, LLC Voya Retirement Insurance and Annuity Company Wells Fargo Advisors, LLC Wells Fargo Advisors Financial Network, LLC Wells Fargo Bank, N.A. Wells Fargo Clearing Services, LLC Wells Fargo Investments, LLC Wells Fargo Securities, LLC Wilmington Trust, National Association Woodbury Financial Services, Inc. ZB, National Association SAI-GLOBAL-0418SUP Shareholders should retain this Supplement for future reference. -6-

7 BLACKROCK FUNDS SM BlackRock Mid-Cap Growth Equity Portfolio (the Fund ) Supplement dated March 15, 2018 to the Summary Prospectuses, Prospectuses and Statement of Additional Information ( SAI ) of the Fund, each dated January 25, 2018, as supplemented to date Effective March 15, 2018, BlackRock (as defined below) has agreed to: (i) reduce its contractual management fee rate for the Fund; and (ii) contractually cap net expenses of the Fund at lower levels for the Fund s Investor A, Investor C, Institutional, Class R, Service and Class K Shares. To achieve these expense caps, BlackRock has agreed to waive and/or reimburse fees or expenses if the Fund s annual fund operating expenses, excluding certain expenses described in the prospectus, exceed a certain limit for the Fund s Investor A, Investor C, Institutional, Class R, Service and Class K Shares. In addition, BlackRock may recoup some of the waivers and reimbursements to the Fund in the following two fiscal years. Accordingly, effective March 15, 2018, the Fund s Summary Prospectuses, Prospectuses and SAI are amended as follows: The section of the Investor A, Investor C, Institutional and Class R Shares Summary Prospectus entitled Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund and the section of the Investor A, Investor C, Institutional and Class R Shares Prospectus entitled Fund Overview Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund are deleted in their entirety and replaced with the following: Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in the fund complex advised by BlackRock Advisors, LLC ( BlackRock ) or its affiliates. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a Financial Intermediary ) and in the Details About the Share Classes and the Intermediary-Defined Sales Charge Waiver Policies sections on pages 27 and A-1, respectively, of the Fund s prospectus and in the Purchase of Shares section on page II-72 of Part II of the Fund s Statement of Additional Information. Shareholder Fees (fees paid directly from your investment) Investor A Shares Investor C Shares Institutional Shares Class R Shares Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.25% None None None Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower) None % 2 None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Investor A Shares Investor C Shares Institutional Shares Class R Shares Management Fee 3,4,5 0.70% 0.70% 0.70% 0.70% Distribution and/or Service (12b-1) Fees 0.25% 1.00% None 0.50% Other Expenses 5,6 0.35% 0.30% 0.27% 0.45% Total Annual Fund Operating Expenses % 2.00% 0.97% 1.65% Fee Waivers and/or Expense Reimbursements 3,7 (0.25)% (0.20)% (0.17)% (0.35)% Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 3,7 1.05% 1.80% 0.80% 1.30% 1 A contingent deferred sales charge ( CDSC ) of 1.00% is assessed on certain redemptions of Investor A Shares made within 18 months after purchase where no initial sales charge was paid at time of purchase as part of an investment of $1,000,000 or more. 2 There is no CDSC on Investor C Shares after one year. 3 As described in the Management of the Funds section of the Fund s prospectus beginning on page 42, BlackRock has contractually agreed to waive the management fee with respect to any portion of the Fund s assets estimated to be attributable to investments in other

8 equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 4 The Management Fee has been restated to reflect current fees. 5 The Total Annual Fund Operating Expenses do not correlate to the ratios of expenses to average net assets given in the Fund s most recent annual report, which do not include the restatement of the Management Fee or the restatement of Other Expenses to reflect current fees. 6 Other Expenses have been restated to reflect current fees. 7 As described in the Management of the Funds section of the Fund s prospectus beginning on page 42, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) as a percentage of average daily net assets to 1.05% (for Investor A Shares), 1.80% (for Investor C Shares), 0.80% (for Institutional Shares) and 1.30% (for Class R Shares) through January 31, The Fund may have to repay some of these waivers and/ or reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Investor A Shares $626 $892 $1,178 $1,990 Investor C Shares $283 $608 $1,059 $2,311 Institutional Shares $ 82 $292 $ 520 $1,174 Class R Shares $132 $486 $ 864 $1,925 You would pay the following expenses if you did not redeem your shares: 1 Year 3 Years 5 Years 10 Years Investor C Shares $183 $608 $1,059 $2,311 Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 59% of the average value of its portfolio. The fourth paragraph in the section of the Investor A, Investor C, Institutional and Class R Shares Prospectus entitled Management of the Fund BlackRock is deleted in its entirety and replaced with the following: BlackRock has contractually agreed to waive the management fee with respect to any portion of each Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchangetraded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2

9 The seventh and eighth paragraphs in the section of the Investor A, Investor C, Institutional and Class R Shares Prospectus entitled Management of the Fund BlackRock are deleted in their entirety and replaced with the following: Mid-Cap Growth Equity Total Annual Management Fee Effective March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.70% $1 billion $3 billion 0.66% $3 billion $5 billion 0.63% $5 billion $10 billion 0.61% Greater than $10 billion 0.60% Prior to March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that could be paid to BlackRock (as a percentage of average daily net assets) was calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.800% $1 billion $2 billion 0.700% $2 billion $3 billion 0.650% Greater than $3 billion 0.625% With respect to Mid-Cap Growth Equity, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses to the amounts noted in the table below. Contractual Caps 1 on Total Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) Investor A Shares 1.05% Investor C Shares 1.80% Institutional Shares 0.80% Class R Shares 1.30% 1 The contractual caps are in effect through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2 As a percentage of average daily net assets. The section of the Service Shares Summary Prospectus entitled Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund and the section of the Service Shares Prospectus entitled Fund Overview Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund are deleted in their entirety and replaced with the following: 3

10 Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold Service Shares of Mid-Cap Growth Equity. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Service Shares Management Fee 1,2,3 0.70% Distribution and/or Service (12b-1) Fees 0.25% Other Expenses 0.24% Total Annual Fund Operating Expenses % Fee Waivers and/or Expense Reimbursements 1,4 (0.14)% Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 1,4 1.05% 1 As described in the Management of the Funds section of the Fund s prospectus beginning on page 30, BlackRock Advisors, LLC ( BlackRock ) has contractually agreed to waive the management fee with respect to any portion of the Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2 The Management Fee has been restated to reflect current fees. 3 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets given in the Fund s most recent annual report, which does not include the restatement of the Management Fee to reflect current fees. 4 As described in the Management of the Funds section of the Fund s prospectus beginning on page 30, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to 1.05% of average daily net assets through January 31, The Fund may have to repay some of these waivers and/or reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Service Shares $107 $364 $641 $1,431 Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 59% of the average value of its portfolio. The fourth paragraph in the section of the Service Shares Prospectus entitled Management of the Fund BlackRock is deleted in its entirety and replaced with the following: BlackRock has contractually agreed to waive the management fee with respect to any portion of each Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchangetraded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 4

11 The seventh and eighth paragraphs in the section of the Service Shares Prospectus entitled Management of the Fund BlackRock are deleted in their entirety and replaced with the following: Mid-Cap Growth Equity Total Annual Management Fee Effective March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.70% $1 billion $3 billion 0.66% $3 billion $5 billion 0.63% $5 billion $10 billion 0.61% Greater than $10 billion 0.60% Prior to March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that could be paid to BlackRock (as a percentage of average daily net assets) was calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.800% $1 billion $2 billion 0.700% $2 billion $3 billion 0.650% Greater than $3 billion 0.625% With respect to Mid-Cap Growth Equity, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses to the amount noted in the table below. Contractual Cap 1 on Total Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) Service Shares 1.05% 1 The contractual cap is in effect through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2 As a percentage of average daily net assets. The section of the Class K Shares Summary Prospectus entitled Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund and the section of the Class K Shares Prospectus entitled Fund Overview Key Facts About BlackRock Mid-Cap Growth Equity Portfolio Fees and Expenses of the Fund are deleted in their entirety and replaced with the following: 5

12 Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold Class K Shares of the Fund. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Class K Shares Management Fee 1,2,3 0.70% Distribution and/or Service (12b-1) Fees None Other Expenses 0.15% Total Annual Fund Operating Expenses % Fee Waivers and/or Expense Reimbursements 1,4 (0.10)% Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 1,4 0.75% 1 As described in the Management of the Funds section of the Fund s prospectus beginning on page 31, BlackRock Advisors, LLC ( BlackRock ) has contractually agreed to waive the management fee with respect to any portion of the Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2 The Management Fee has been restated to reflect current fees. 3 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets given in the Fund s most recent annual report, which does not include the restatement of the Management Fee to reflect current fees. 4 As described in the Management of the Funds section of the Fund s prospectus beginning on page 31, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to 0.75% of average daily net assets through January 31, The Fund may have to repay some of these waivers and/or reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. Example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years 5 Years 10 Years Class K Shares $77 $261 $462 $1,040 Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund s performance. During the most recent fiscal year, the Fund s portfolio turnover rate was 59% of the average value of its portfolio. The fourth paragraph in the section of the Class K Shares Prospectus entitled Management of the Fund BlackRock is deleted in its entirety and replaced with the following: BlackRock has contractually agreed to waive the management fee with respect to any portion of each Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchangetraded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 6

13 The seventh and eighth paragraphs in the section of the Class K Shares Prospectus entitled Management of the Fund BlackRock are deleted in their entirety and replaced with the following: Mid-Cap Growth Equity Total Annual Management Fee Effective March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.70% $1 billion $3 billion 0.66% $3 billion $5 billion 0.63% $5 billion $10 billion 0.61% Greater than $10 billion 0.60% Prior to March 15, 2018, with respect to Mid-Cap Growth Equity, the maximum annual management fee that could be paid to BlackRock (as a percentage of average daily net assets) was calculated as follows: Average Daily Net Assets Rate of Management Fee First $1 billion 0.800% $1 billion $2 billion 0.700% $2 billion $3 billion 0.650% Greater than $3 billion 0.625% With respect to Mid-Cap Growth Equity, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses to the amount noted in the table below. Contractual Cap 1 on Total Annual Fund Operating Expenses 2 (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) Class K Shares 0.75% 1 The contractual cap is in effect through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. 2 As a percentage of average daily net assets. The second paragraph in the section of the SAI entitled Management, Advisory and Other Service Arrangements Management Agreement is deleted in its entirety and replaced with the following: BlackRock has contractually agreed to waive the management fee with respect to any portion of such Fund s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchangetraded funds managed by BlackRock or its affiliates that have a contractual management fee, through January 31, The contractual agreement may be terminated upon 90 days notice by a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Fund. ALLPRSAI-MC-0318SUP Shareholders should retain this Supplement for future reference. 7

14 BlackRock Funds SM BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Growth Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Mid-Cap Growth Equity Portfolio BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Advantage Large Cap Value Retirement Fund BlackRock Large Cap Focus Growth Fund (each, a Fund and collectively, the Funds ) Supplement dated February 26, 2018 to the Statement of Additional Information ( SAI ) of each Fund Effective February 26, 2018, the securities lending agreement between each Fund and BlackRock Investment Management, LLC ( BIM ) is amended to permit the Fund to engage in a full lending program and to reflect new fee arrangements between the Fund and BIM. Accordingly, effective February 26, 2018, each Fund s SAI is amended as follows: The first through fourth paragraphs of the section of the SAI of BlackRock Advantage Large Cap Core Fund, BlackRock Advantage Large Cap Growth Fund, BlackRock Advantage Large Cap Value Fund, BlackRock Advantage Large Cap Value Retirement Fund and BlackRock Large Cap Focus Growth Fund and the first through fifth paragraphs of the section of the SAI of BlackRock Advantage Small Cap Growth Fund, BlackRock Health Sciences Opportunities Portfolio, BlackRock High Equity Income Fund and BlackRock Mid-Cap Growth Equity Portfolio entitled VII. Portfolio Transactions and Brokerage Securities Lending are deleted in their entirety and replaced with the following: The Fund conducts its securities lending pursuant to an exemptive order from the Commission permitting it to lend portfolio securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund as lending agent. To the extent that the Fund engages in securities lending, BlackRock Investment Management, LLC ( BIM ), an affiliate of the Manager, acts as securities lending agent for the Fund, subject to the overall supervision of the Manager. BIM administers the lending program in accordance with guidelines approved by the [Trust s] [Corporation s] Board. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent. Securities lending income is equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment expenses as defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the collateral investment expenses ). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. In addition, in accordance with the exemptive order, the investment adviser to the private investment company will not charge any advisory fees with respect to shares purchased by the Fund. Such shares also will not be subject to a sales load, distribution fee or service fee. If the private investment company s weekly liquid assets fall below 30% of its total assets, BIM, as managing member of the private investment company, is permitted at any time, if it determines it to be in the best interests of the private investment company, to impose a liquidity fee of up to 2% of the value of units withdrawn or impose a redemption gate that temporarily suspends the right of withdrawal out of the private investment company. In addition, if the private investment company s weekly liquid assets fall below 10% of its total assets at the end of any business day, the private investment company will impose a liquidity fee in the default amount of 1% of the amount withdrawn, generally effective as

15 of the next business day, unless BIM determines that a higher (not to exceed 2%) or lower fee level or not imposing a liquidity fee is in the best interests of the private investment company. The shares of the private investment company purchased by the Fund would be subject to any such liquidity fee or redemption gate imposed. Pursuant to the current securities lending agreement: (i) the Fund retains 71.5% of securities lending income (which excludes collateral investment expenses); and (ii) this amount can never be less than 65% of the sum of securities lending income plus collateral investment expenses. Under the securities lending program, the Fund is categorized into a specific asset class. The determination of the Fund s asset class category (fixed-income, domestic equity, international equity or fund of funds), each of which may be subject to a different fee arrangement, is based on a methodology agreed to between the [Trust] [Corporation] and BIM. In addition, commencing the business day following the date that the aggregate securities lending income earned across certain funds in the Equity-Liquidity Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the current securities lending agreement, will receive for the remainder of that calendar year securities lending income as follows: (i) 75% of securities lending income; and (ii) this amount can never be less than 65% of the sum of securities lending income plus collateral investment expenses. Prior to February 26, 2018, the Fund had a different securities lending arrangement. Shareholders should retain this Supplement for future reference. SAI-9FUNDS-0218SUP 2

16 STATEMENT OF ADDITIONAL INFORMATION BlackRock Funds SM BlackRock Mid-Cap Growth Equity Portfolio BlackRock Advantage Small Cap Growth Fund 100 Bellevue Parkway, Wilmington, Delaware Phone No. (800) This Statement of Additional Information of BlackRock Mid-Cap Growth Equity Portfolio and BlackRock Advantage Small Cap Growth Fund (each, a Fund and collectively, the Funds ), each a series of BlackRock Funds SM (the Trust ), is not a prospectus and should be read in conjunction with the Investor, Institutional, Class R, Service and Class K Shares Prospectuses of the Funds, dated January 25, 2018, as they may be amended or supplemented from time to time (the Prospectus ), which have been filed with the Securities and Exchange Commission (the Commission or the SEC ) and can be obtained, without charge, by calling (800) or by writing to the Funds at the above address. Each Fund s Prospectus is incorporated by reference into this Statement of Additional Information, and Part I of this Statement of Additional Information and the portions of Part II of this Statement of Additional Information that relate to the Funds have been incorporated by reference into each Fund s Prospectus. The portions of Part II of this Statement of Additional Information that do not relate to the Funds do not form a part of the Funds Statement of Additional Information, have not been incorporated by reference into each Fund s Prospectus and should not be relied upon by investors in the Funds. The audited financial statements of each Fund are incorporated into this Statement of Additional Information by reference to each Fund s 2017 Annual Report to Shareholders for the fiscal year ended September 30, 2017 (the Annual Report ). You may request a copy of each Annual Report at no charge by calling (800) between 8:00 a.m. and 6:00 p.m. Eastern time on any business day. References to the Investment Company Act of 1940, as amended (the Investment Company Act ), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority. BlackRock Advisors, LLC Manager BlackRock Investments, LLC Distributor Class BlackRock Mid-Cap Growth Equity Portfolio Ticker Symbols BlackRock Advantage Small Cap Growth Fund Investor A Shares... BMGAX CSGEX Investor C Shares... BMGCX CGICX Institutional Shares... CMGIX PSGIX Class R Shares... BMRRX BSGRX Service Shares CMGSX PCGEX Class K Shares... BMGKX PSGKX The date of this Statement of Additional Information is January 25, 2018.

17 TABLE OF CONTENTS PART I InvestmentObjectivesandPolicies... I-1 InvestmentRestrictions... I-4 InformationonTrusteesandOfficers... I-6 Management, Advisory and Other Service Arrangements I-15 Information on Sales Charges and Distribution Related Expenses.... I-21 Computation of Offering Price Per Share I-22 Portfolio Transactions and Brokerage..... I-22 Additional Information I-24 Financial Statements... I-27 PART II Investment Risks and Considerations II-1 Management and Other Service Arrangements II-58 Selective Disclosure of Portfolio Holdings II-61 Purchase of Shares... II-72 Redemption of Shares..... II-85 Shareholder Services..... II-88 Pricing of Shares... II-91 Portfolio Transactions and Brokerage..... II-94 Dividends and Taxes..... II-98 Performance Data... II-104 Proxy Voting Policies and Procedures II-106 General Information... II-106 Appendix A Description of Bond Ratings A-1 Appendix B Proxy Voting Policies B-1 Page

18 PART I: INFORMATION ABOUT BLACKROCK MID-CAP GROWTH EQUITY PORTFOLIO AND BLACKROCK ADVANTAGE SMALL CAP GROWTH FUND Part I of this Statement of Additional Information ( SAI ) sets forth information about BlackRock Mid-Cap Growth Equity Portfolio ( Mid-Cap Growth Equity ) and BlackRock Advantage Small Cap Growth Fund ( Advantage Small Cap Growth ) (each, a Fund and collectively, the Funds ), each a series of BlackRock Funds SM (the Trust ). It includes information about the Trust s Board of Trustees (the Board ), the advisory and management services provided to and the management fees paid by the Funds and information about other fees applicable to and services provided to the Funds. This Part I of this SAI should be read in conjunction with each Fund s Prospectus and those portions of Part II of this SAI that pertain to such Fund. I. Investment Objectives and Policies Please see the section Details About the Funds How Each Fund Invests in each Fund s Prospectus for information about each Fund s investment objectives and policies. The Funds are subject to Rule 35d-1 under the Investment Company Act which means they will not change their investment policies required by that rule without giving shareholders 60 days prior written notice. The Funds may invest in rights offerings and warrants. Each Fund will not invest more than 5% of its net assets, taken at market value, in warrants, or more than 2% of its net assets, taken at market value, in warrants not listed on the New York Stock Exchange ( NYSE ) or NYSE Alternext U.S. (formerly known as The American Stock Exchange). Warrants acquired by the Funds in units or attached to other securities are not subject to this restriction. In implementing each Fund s investment strategy, from time to time, BlackRock Advisors, LLC ( BlackRock or the Manager ), each Fund s investment manager, may consider and employ techniques and strategies designed to minimize and defer the U.S. federal income taxes which may be incurred by shareholders in connection with their investment in such Fund. Set forth below is a listing of some of the types of investments and investment strategies that each Fund may use, and the risks and considerations associated with those investments and investment strategies. Please see the Part II of this SAI for further information on these investments and investment strategies. Only information that is clearly identified as applicable to the Fund is considered to form a part of that Fund s SAI. Mid-Cap Growth Equity Advantage Small Cap Growth 144A Securities X X Asset-Backed Securities Asset-Based Securities Precious Metal-Related Securities X X Bank Loans Borrowing and Leverage X X Cash Flows; Expenses Cash Management X X Collateralized Debt Obligations Collateralized Bond Obligations Collateralized Loan Obligations Commercial Paper X Commodity-Linked Derivative Instruments and Hybrid Instruments Qualifying Hybrid Instruments Hybrid Instruments Without Principal Protection Limitations on Leverage Counterparty Risk Convertible Securities X X Cyber Security Issues X X Debt Securities X X Depositary Receipts (ADRs, EDRs and GDRs) X X Derivatives X X Hedging X X Indexed and Inverse Securities X X I-1

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