BLACKROCK FUNDS (Form: N-CSR, Received: 06/05/2019 10:42:41)

Payable Date(s)

Money Market

Federal Obligation Interest ^(a)

Interest-Related Dividends and Qualified Short-Term Capital Gains for Non-U.S. Residents ^(b)

April 2018

May 2018 — December 2018

January 2019 — March 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05742

Name of Fund: BlackRock Funds

BlackRock Money Market Portfolio

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

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

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

Date of fiscal year end: 03/31/2019

Date of reporting period: 03/31/2019

Item 1 – Report to Stockholders

MARCH 31, 2019


ANNUAL REPORT

BlackRock Funds ^SM

^Ø

BlackRock Money Market Portfolio

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call (800) 441-7762 to inform BlackRock that you wish to continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors or their affiliates, or all funds held with your financial intermediary, as applicable.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by: (i) accessing the BlackRock website at www.blackrock.com/edelivery and logging into your accounts, if you hold accounts directly with BlackRock, or (ii) contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.

Not FDIC Insured • May Lose Value • No Bank Guarantee

Th e Markets in Review

Dear Shareholder,

In the 12 months ended March 31, 2019, the U.S. equity and bond markets posted positive returns while weathering significant volatility. Though the market’s appetite for risk remained healthy for most of the reporting period, risk taking declined sharply in late 2018. Thereafter, global equity markets rebounded strongly, as inflation diminished and the U.S. Federal Reserve (the “Fed”) announced a shift to less restrictive monetary policy.

Volatility rose in emerging market stocks, as the rising U.S. dollar and higher interest rates in the U.S. disrupted economic growth abroad. U.S.-China trade relations and debt concerns adversely affected the Chinese stock market, while Turkey and Argentina became embroiled in currency crises, largely due to hyperinflation in both countries. An economic slowdown in Europe also led to negative performance for European equities. However, recent economic data indicates that Europe may emerge from its economic soft patch, reinvigorated by a manufacturing rebound and China’s economic stimulus.

Volatility in the U.S. equity market spiked in October, as a wide range of risks were brought to bear on markets, ranging from rising interest rates and slowing global growth to heightened trade tensions and political turmoil in several countries, including the United States. These risks manifested in a broad-based sell-off in December, leading to the worst December performance on record since 1931.

By comparison, fixed income securities delivered modest positive returns with relatively low volatility. In fixed income markets, short-term U.S. Treasury yields rose the fastest, while longer-term yields declined slightly. This led to positive returns for U.S. Treasuries and a substantial flattening of the yield curve. Investment-grade and high-yield corporate bonds also posted positive returns, as the credit fundamentals in corporate markets remained relatively solid.

The Fed increased short-term interest rates three times during the reporting period. For its last two meetings, the Fed left interest rates unchanged and signaled a slower pace of rate hikes in response to the global economic slowdown. Relatively low inflation and modest economic growth give the Fed room to maintain support for the economy until the economic data builds the case for changing interest rates.

Although fears of recession drove equity volatility higher at the end of 2018, we continue to believe the probability of recession in 2019 remains relatively low. Economic growth and global earnings are likely to slow somewhat in 2019 because the tax cut stimulus will be less pronounced, and the Fed’s rate hikes in 2018 will gain traction in 2019. We expect profit margins to continue to contract, which tends to happen late in the business cycle.

In addition, trade frictions look more baked into asset prices than a year ago, but markets may be overlooking European political risks. As Brexit moves forward, the United Kingdom and the European Union may face significant obstacles. Most recently, Britain’s Parliament voted to extend the deadline for the separation, as policy makers continue to seek the least disruptive ways to disentangle Europe’s second-largest economy from the European Union. U.S. and emerging market equities remain relatively attractive. Within U.S. equities, we believe that companies with high-quality earnings and strong balance sheets offer the most attractive risk/reward trade-off.

In this environment, investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC


Total Returns as of March 31, 2019
	6-month	12-month
U.S. large cap equities (S&P 500 ^® Index)	(1.72)%	9.50%
U.S. small cap equities (Russell 2000 ^® Index)	(8.56)	2.05
International equities (MSCI Europe, Australasia, Far East Index)	(3.81)	(3.71)
Emerging market equities (MSCI Emerging Markets Index)	1.71	(7.41)
3-month Treasury bills (ICE BofAML 3-Month U.S. Treasury Bill Index)	1.17	2.12
U.S. Treasury securities (ICE BofAML 10-Year U.S. Treasury Index)	7.08	5.59
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)	4.63	4.48
Tax-exempt municipal bonds (S&P Municipal Bond Index)	4.32	5.12
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	2.39	5.93
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.


2		T HIS P AGE IS NOT P ART OF Y OUR F UND R EPORT

Table of Contents


	Page
The Markets in Review		2
Annual Report:
Money Market Overview		4
Fund Information		5
Disclosure of Expenses		5
Financial Statements:
Schedule of Investments		6
Statement of Assets and Liabilities		9
Statement of Operations		10
Statements of Changes in Net Assets		11
Financial Highlights		12
Notes to Financial Statements		16
Report of Independent Registered Public Accounting Firm		22
Important Tax Information		22
Trustee and Officer Information		23
Additional Information		27
Glossary of Terms Used in this Report		28


			3

Money Market Overview For the 12-Month Period Ended March 31, 2019

Noteworthy market conditions during the year ended March 31, 2019 included the patient pause and dovish pivot by the Federal Open Market Committee (“FOMC”), the ongoing gradual reduction of the Fed’s balance sheet, increased Treasury bill issuance and various geopolitical events including trade tariffs, Brexit uncertainty, and fears of slowing global growth. 2018 was generally a strong year for cash as an asset class in terms of return and flows, but a relatively volatile year for the overall financial markets.

Throughout 2018 and into 2019, weaker-than-expected jobs reports emerged, and concerns about global growth were evidenced in the weak indicators of the purchasing manufacturers index (“PMI”) and Institute for Supply Management Indices in addition to weakening core inflation measurements. Of note, one of the latest readings for a key Eurozone PMI pointed to the steepest pace of contraction since April 2013.

As expected, the FOMC left rates unchanged at its meeting in March in the 2.25%-2.50% range. The FOMC’s statement issued in conjunction with the meeting emphasized a slowing of growth, and reduced consumer spending and business investment. As was generally expected, the “forward guidance” part of their statement was altered to signifying greater emphasis on a more “data dependent” approach to monetary policy. In another significant change, which was included in the Summary of Economic Projections at the March meeting, was an update to the FOMC’s “dot plot” interest rate forecast, with the median “dot” reflecting broad consensus for no hikes in 2019 (down from two projected hikes as of December), one hike for 2020, and no hikes for 2021. While none of the individual “dots” reflected a rate cut in 2019, futures contracts for federal funds reflected about a 75% chance of such a move.

U.S. Treasury bill supply was relatively strong for the year, hitting record levels for net new issuance of $384 billion in 2018. Furthermore, in October 2018, the U.S. Treasury introduced the two-month Treasury bill to the market with a $25 billion initial offering while moving the auction for four-week and eight-week Treasury bills to Thursdays. Also of the note, the agencies issued floating rate notes indexed to the Secured Overnight Financing Rate (‘SOFR’), a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, and the reference rate eventually expected to replace the London Inter-Bank Offered Rate (“LIBOR”). In addition to the agency notes referenced to SOFR, some large financial institutions also issued certificates of deposit and commercial paper linked to this index, and demand for such obligations was generally strong. However, in 2019 growing investor pessimism was reflected in the inversion of the yield spread between the three-month Treasury bill and ten-year Treasury note, a recession indicator that is reportedly closely watched by the Fed. This has left many investors cautiously grabbing duration while there is still a slight risk for interest rate hikes in the future.

Credit spreads as evidenced by the three-month LIBOR overnight-indexed swap (“3ML-OIS”) generally stabilized around 0.20%-021% in late March as an equilibrium between investors and issuers appeared to have generally been established for at least the time being. The 3ML-OIS continued to grind tighter over year as the spread was as wide as 0.59% in April 2018. Of note, during February, there were two large one-day declines in three-month LIBOR. Specifically, investors witnessed the three-month LIBOR reset 0.04% lower on February 7, 2019 — the largest one-day drop since 2009 — followed by a 0.03% on February 18. In our opinion, we view these large movements in LIBOR as the index harmonizing toward executed levels in the certificate of deposit and commercial paper markets.

Growing global headwinds and cross-currents suggest, in our view, an increasingly high bar exists for the FOMC to consider raising interest rates this year. In fact, any further normalization of rates during the present cycle would be dependent on notable upward pressure in real or expected inflation, particularly in light of indicators that the FOMC may tolerate higher inflation as well as sustained easing in financial conditions. In our opinion, credit spreads should generally remain range bound in the near term.

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


4		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS


Fund Information as of March 31, 2019		BlackRock Money Market Portfolio

Investment Objective

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

CURRENT SEVEN-DAY YIELDS


	7-Day SEC Yields			7-Day Yields
Institutional		2.48	%		2.48	%
Service		2.21			2.21
Investor A		2.19			2.19
Investor C		1.45			1.45

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

Past performance is not indicative of future results.

PORTFOLIO COMPOSITION


Asset Type	Percent of Net Assets
Commercial Paper		48	%
Certificates of Deposit		21
Repurchase Agreements		18
Time Deposits		7
U.S. Treasury Obligations		2
Municipal Bonds		1
Other Assets Less Liabilities		3

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses and (b) operating expenses, including investment advisory fees, administration fees, service and distribution fees and other fund expenses. The expense example shown below (which is based on a hypothetical investment of $1,000 invested on October 1, 2018 and held through March 31, 2019) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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

Expense Example


	Actual						Hypothetical ^(a)
	Beginning Account Value (10/01/18)		Ending Account Value (03/31/19)		Expenses Paid During the Period ^(b)		Beginning Account Value (10/01/18)		Ending Account Value (03/31/19)		Expenses Paid During the Period ^(b)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,011.80	$	1.00	$	1,000.00	$	1,023.93	$	1.01		0.20	%
Service		1,000.00		1,010.40		2.36		1,000.00		1,022.59		2.37		0.47
Investor A		1,000.00		1,010.10		2.66		1,000.00		1,022.29		2.67		0.53
Investor C		1,000.00		1,006.30		6.40		1,000.00		1,018.55		6.44		1.28

^(a)

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

^(b)

For each class of the Fund, expenses are equal to annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period shown).


F UND I NFORMATION / D ISCLOSURE OF E XPENSES			5

Schedule of Investments

March 31, 2019

BlackRock Money Market Portfolio

(Percentages shown are based on Net Assets)


Security		Par (000)		Value

Certificates of Deposit — 21.2%

Euro — 0.8% ^(a)
Banque Federative du Credit Mutuel SA, 2.74%, 12/02/19	USD		4,000	$	3,926,651
Credit Industriel et Commercial SA, 2.87%, 11/07/19			3,000		2,948,241

					6,874,892

Yankee — 20.4% ^(b)
Bank of Montreal, Chicago:
2.80%, 04/08/19			6,000		6,000,000
(LIBOR USD 1 Month + 0.42%), 2.90%, 01/17/20 ^(c)			2,000		2,000,000
Barclays Bank plc, New York, 2.82%, 05/08/19			7,000		7,000,000
Canadian Imperial Bank of Commerce, New York ^(c) :
(LIBOR USD 1 Month + 0.16%), 2.65%, 04/10/19			5,000		5,000,000
(LIBOR USD 1 Month + 0.31%), 2.79%, 07/16/19 - 07/25/19			11,000		11,000,000
(LIBOR USD 1 Month + 0.39%), 2.87%, 12/06/19			3,000		3,000,000
Credit Agricole Corporate and Investment Bank, New York, (LIBOR USD 3 Month + 0.13%), 2.76%, 03/20/20 ^(c)			4,000		4,000,000
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, New York, 2.72%, 06/17/19			10,000		10,000,177
Landesbank Hessen-Thueringen Girozentrale, New York, 2.45%, 04/04/19			30,000		30,000,000
Mitsubishi UFJ Trust & Banking Corp., New York, (LIBOR USD 1 Month + 0.32%), 2.81%, 06/04/19 ^(c)			6,500		6,500,000
Mizuho Bank Ltd., New York, (LIBOR USD 1 Month + 0.37%), 2.87%, 07/31/19 ^(c)			5,000		5,000,000
MUFG Bank Ltd., New York, (LIBOR USD 1 Month + 0.28%), 2.77%, 08/22/19 ^(c)			5,000		5,000,000
Nordea Bank AB, New York, 2.56%, 05/21/19			8,000		8,000,000
Oversea-Chinese Banking Corp. Ltd., New York, (LIBOR USD 3 Month + 0.00%), 2.74%, 11/07/19 ^(c)			4,500		4,500,000
Royal Bank of Canada, New York, (LIBOR USD 1 Month + 0.20%), 2.69%, 05/01/19 ^(c)			3,000		3,000,000
Standard Chartered Bank, New York:
(LIBOR USD 3 Month + 0.23%), 3.01%, 04/24/19 ^(c)			7,000		7,000,000
2.70%, 10/23/19			5,000		5,000,000
Sumitomo Mitsui Banking Corp., New York ^(c) :
(LIBOR USD 3 Month + 0.11%), 2.90%, 04/15/19			8,000		8,000,000
(LIBOR USD 3 Month + 0.15%), 2.93%, 04/18/19			4,000		3,999,996
Sumitomo Mitsui Trust Bank Ltd., New York:
(LIBOR USD 3 Month + 0.15%), 2.92%, 04/17/19 ^(c)			6,000		6,000,000
2.57%, 06/20/19			6,000		5,999,990
(LIBOR USD 3 Month + 0.24%), 3.02%, 01/15/20 ^(c)			5,000		5,000,000
(LIBOR USD 3 Month + 0.19%), 2.84%, 02/25/20 ^(c)			3,000		3,000,000
Svenska Handelsbanken, New York, (LIBOR USD 3 Month + 0.21%), 2.82%, 12/27/19 ^(c)			5,000		5,000,000
Swedbank AB, New York, (LIBOR USD 1 Month + 0.26%), 2.75%, 05/21/19 ^(c)			5,000		5,000,000
Toronto-Dominion Bank (The), New York, 2.62%, 06/14/19			3,000		3,000,000
Toronto-Dominion Bank, New York, (LIBOR USD 3 Month + 0.11%), 2.71%, 06/28/19 ^(c)			5,000		5,000,000

					172,000,163


Total Certificates of Deposit — 21.2% (Cost: $178,875,055)					178,875,055


Commercial Paper — 47.9%
Albion Capital Corp. SA, 2.46%, 04/05/19 ^(a)			7,355		7,352,933
Australia & New Zealand Banking Group Ltd., (LIBOR USD 3 Month + 0.09%), 2.70%, 06/07/19 ^(c)			3,500		3,500,000
Barclays Bank plc, 2.42%, 04/01/19 ^(a)			12,000		12,000,000
Bedford Row Funding Corp., (LIBOR USD 1 Month + 0.34%), 2.83%, 08/02/19 ^(c)			8,000		8,000,000
Bennington Stark Capital Co. LLC, 2.54%, 04/03/19 ^(a)(d)			20,000		19,997,222


Security		Par (000)		Value

Commercial Paper (continued)
BPCE SA, 2.62%, 10/01/19 ^(a)	USD		4,000	$	3,946,117
CAFCO LLC, 2.48%, 04/12/19 ^(a)			12,000		11,989,917
CDP Financial, Inc., 2.43%, 04/04/19 ^(a)(d)			15,000		14,996,913
Chariot Funding LLC ^(a) :
2.49%, 04/02/19			10,875		10,874,260
2.51%, 04/30/19			8,000		7,981,827
2.55%, 06/11/19			4,000		3,976,491
2.66%, 10/07/19			5,000		4,931,225
CPPIB Capital, Inc., 2.88%, 03/09/20 ^(a)			8,400		8,189,512
Crown Point Capital Co. LLC ^(d) :
2.53%, 04/01/19 ^(a)			15,000		15,000,000
2.92%, 05/06/19			8,000		8,000,000
DBS Bank Ltd., 2.48%, 04/05/19 ^(a)			8,000		7,997,680
Federation des Caisses Desjardins du Quebec:
2.47%, 04/12/19 ^(a)			3,500		3,497,102
(LIBOR USD 3 Month + 0.13%), 2.77%, 05/21/19 ^(c)			4,000		4,000,000
(LIBOR USD 1 Month + 0.22%), 2.70%, 08/16/19 ^(c)			4,000		4,000,000
(LIBOR USD 1 Month + 0.37%), 2.86%, 12/10/19 ^(c)			5,000		5,000,000
HSBC Bank plc:
(LIBOR USD 3 Month + 0.15%), 2.93%, 04/24/19 ^(c)			6,500		6,500,000
2.62%, 06/19/19 ^(a)			12,000		11,931,533
ING US Funding LLC, (LIBOR USD 1 Month + 0.37%), 2.86%, 10/04/19 ^(c)			8,000		8,000,000
Kreditanstalt fuer Wiederaufbau, 2.38%, 04/03/19 ^(a)			8,000		7,998,853
Landesbank Baden-Wuerttemberg, 2.52%, 04/05/19 ^(a)			28,000		27,992,222
MetLife Short Term Funding LLC ^(a) :
2.64%, 08/20/19			9,000		8,906,235
2.66%, 09/09/19			9,000		8,895,753
Mizuho Bank Ltd., 2.53%, 05/24/19 ^(a)			7,000		6,970,114
National Bank of Canada, (LIBOR USD 1 Month + 0.13%), 2.62%, 12/11/19 ^(c)			8,000		8,000,000
Nestle Finance International Ltd., 2.58%, 08/21/19 ^(a)			8,000		7,918,271
NRW Bank, 2.49%, 04/04/19 ^(a)			20,000		19,995,883
Old Line Funding LLC ^(a) :
2.51%, 04/26/19			12,400		12,375,889
2.59%, 08/14/19			10,000		9,893,125
OMERS Finance Trust ^(a)(d) :
2.58%, 06/03/19			12,000		11,946,660
2.58%, 06/04/19			10,000		9,955,022
Ontario Teachers’ Finance Trust, 2.61%, 07/24/19 ^(a)(d)			5,000		4,959,150
Oversea-Chinese Banking Corp. Ltd., (LIBOR USD 1 Month + 0.16%), 2.65%, 04/08/19 ^(c)			6,000		6,000,000
Siemens Capital Co. LLC, 2.62%, 06/26/19 ^(a)			8,000		7,951,840
Suncorp-Metway Ltd. ^(a) :
2.63%, 05/01/19			5,000		4,988,333
2.74%, 06/11/19			7,000		6,960,516
2.79%, 07/10/19			7,000		6,944,389
UBS AG ^(c) :
(LIBOR USD 1 Month + 0.40%), 2.89%, 07/02/19			5,000		5,000,000
(LIBOR USD 1 Month + 0.26%), 2.76%, 08/28/19			6,000		6,000,000
Victory Receivables Corp., 2.51%, 04/01/19 ^(a)			12,000		12,000,000
Westpac Banking Corp. ^(c) :
(LIBOR USD 3 Month + 0.18%), 2.92%, 11/01/19			5,000		5,000,000
(LIBOR USD 3 Month + 0.15%), 2.93%, 01/10/20			5,000		5,000,000


Total Commercial Paper — 47.9% (Cost: $403,314,987)					403,314,987


Municipal Bonds — 1.0% ^(d)(e)
Jets Stadium Development LLC, Series A-4C, VRDN, 2.49%, 04/05/19			5,000		5,000,000
RIB Floater Trust Various States, Series 19WE, RB, VRDN (Barclays Bank plc LOC), 2.85%, 05/03/19 ^(f)			3,780		3,780,000


Total Municipal Bonds — 1.0% (Cost: $8,780,000)					8,780,000


6		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Schedule of Investments (continued)

March 31, 2019

BlackRock Money Market Portfolio

(Percentages shown are based on Net Assets)


Security		Par (000)		Value

Time Deposits — 6.6%
Credit Agricole Corporate and Investment Bank SA, 2.43%, 04/01/19	USD		27,540	$	27,540,000
Skandinaviska Enskilda Banken AB, 2.40%, 04/01/19			27,582		27,582,000


Total Time Deposits — 6.6% (Cost: $55,122,000)					55,122,000


U.S. Treasury Obligations — 1.8%
U.S. Treasury Bills, 2.14%, 04/23/19 ^(a)			15,000		14,977,780


Total U.S. Treasury Obligations — 1.8% (Cost: $14,977,780)					14,977,780


Total Repurchase Agreements — 18.1% (Cost: $152,000,000)					152,000,000


Total Investments — 96.6% (Cost: $813,069,822) ^(g)					813,069,822


Other Assets Less Liabilities — 3.4%					28,944,858


Net Assets — 100.0%				$	842,014,680

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

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

^(c)	Variable rate security. Rate shown is the rate in effect 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)	These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities.

^(g)	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
BNP Paribas SA		2.50	% ^(a)		03/29/19		04/01/19	$	4,000	$	4,000	$4,000,833	Corporate/Debt Obligations and U.S. Government Sponsored Agency Obligations, 2.33% to 7.24%, due 10/01/21 to 10/01/66	$5,890,814	$4,332,279
JP Morgan Securities LLC		2.58	^(a)		03/29/19		04/01/19		4,000		4,000	4,000,860	Corporate/Debt Obligation, 3.10% due 01/25/36	32,648,511	4,280,000
		2.62			03/29/19		04/01/19		40,000		40,000	40,008,733	U.S. Government Sponsored Agency Obligations, 2.50% to 6.00%, due 03/20/26 to 01/15/59	201,863,774	40,800,000

Total JP Morgan Securities LLC										$	44,000				$45,080,000

Merrill Lynch, Pierce, Fenner & Smith, Inc.		2.60			03/29/19		04/01/19		40,000		40,000	40,008,667	U.S. Government Sponsored Agency Obligations, 3.38% to 3.69%, due 02/01/49	40,629,884	41,200,001
		2.60			03/29/19		04/01/19		30,000		30,000	30,006,500	U.S. Government Sponsored Agency Obligations, 4.03% to 4.86%, due 01/20/60 to 02/20/69	35,431,848	30,600,000

Total Merrill Lynch, Pierce, Fenner & Smith, Inc.										$	70,000				$71,800,001

Mizuho Securities USA LLC		2.62			03/29/19		04/01/19		22,000		22,000	22,004,803	U.S. Treasury Obligation, 2.88%, due 11/30/23	21,589,000	22,440,082
		3.05	^(b)		03/29/19		05/06/19		8,000		8,000	8,025,744	U.S. Government Sponsored Agency Obligations, 4.06% to 9.74%, due 07/25/23 to 06/25/43	33,354,348	8,400,000

Total Mizuho Securities USA LLC										$	30,000				$30,840,082

Wells Fargo Securities LLC		2.52	^(a)		03/29/19		04/01/19		4,000		4,000	4,000,840	Corporate/Debt Obligation, 2.80% due 07/15/22	4,275,507	4,280,000

										$	152,000				$156,332,362

^(a)

Variable rate security. Rate shown is the rate in effect as of period end.

^(b)

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


S CHEDULE OF I NVESTMENTS			7

Schedule of Investments (continued)

March 31, 2019

BlackRock Money Market Portfolio

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Short-Term Securities ^(a)	$	—	$	813,069,822	$	—	$	813,069,822

^(a)

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

During the year ended March 31, 2019, there were no transfers between levels.

See notes to financial statements.


8		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Statement of Assets and Liabilities

March 31, 2019


	BlackRock Money Market Portfolio

ASSETS
Investments at value — unaffiliated (cost — $661,069,822)	$	661,069,822
Cash		23,012,740
Repurchase agreements at value (cost — $152,000,000)		152,000,000
Receivables:
Capital shares sold		9,923,202
Interest — unaffiliated		899,430
From the Manager		8,456
Prepaid expenses		105,667

Total assets		847,019,317


LIABILITIES
Payables:
Administration fees		34,376
Board realignment and consolidation		3,267
Capital shares redeemed		4,329,711
Income dividend distributions		185,404
Investment advisory fees		94,809
Trustees’ and Officer’s fees		3,542
Other affiliates		16,399
Service and distribution fees		110,684
Other accrued expenses		226,445

Total liabilities		5,004,637


NET ASSETS	$	842,014,680


NET ASSETS CONSIST OF
Paid-in capital	$	841,963,932
Accumulated earnings		50,748

NET ASSETS	$	842,014,680


NET ASSET VALUE
Institutional — Based on net assets of $336,387,304 and 336,387,175 shares outstanding, unlimited number of shares authorized, par value $0.001 per share	$	1.00

Service — Based on net assets of $6,151,857 and 6,151,855 shares outstanding, unlimited number of shares authorized, par value $0.001 per share	$	1.00

Investor A — Based on net assets of $484,301,061 and 484,300,878 shares outstanding, unlimited number of shares authorized, par value $0.001 per share	$	1.00

Investor C — Based on net assets of $15,174,458 and 15,174,452 shares outstanding, unlimited number of shares authorized, par value $0.001 per share	$	1.00

See notes to financial statements.


F INANCIAL S TATEMENTS			9

Statement of Operations

Year Ended March 31, 2019


	BlackRock Money Market Portfolio

INVESTMENT INCOME
Interest — unaffiliated	$	14,755,473

Total investment income		14,755,473


EXPENSES
Investment advisory		2,791,831
Service and distribution — class specific		887,349
Transfer agent — class specific		317,191
Administration		260,220
Administration — class specific		124,071
Professional		116,389
Registration		95,199
Accounting services		48,201
Custodian		34,811
Printing		26,763
Trustees and Officer		18,486
Board realignment and consolidation		10,909
Miscellaneous		18,890

Total expenses		4,750,310
Less:
Administration fees waived — class specific		(88,350	)
Fees waived and/or reimbursed by the Manager		(2,175,078	)
Transfer agent fees waived and/or reimbursed — class specific		(80,440	)

Total expenses after fees waived and/or reimbursed		2,406,442

Net investment income		12,349,031


REALIZED GAIN
Net realized gain from investments		7,004

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,356,035

See notes to financial statements.


10		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Statements of Changes in Net Assets


	BlackRock Money Market Portfolio
	Year Ended March 31,
	2019			2018

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS
Net investment income	$	12,349,031		$	7,980,516
Net realized gain		7,004			21,777

Net increase in net assets resulting from operations		12,356,035			8,002,293


DISTRIBUTIONS TO SHAREHOLDERS ^(a)(b)
Institutional		(6,823,834	)		(6,618,088	)
Service		(117,632	)		(68,657	)
Investor A		(5,231,738	)		(1,254,359	)
Investor B		—			(27	)
Investor C		(175,827	)		(39,385	)

Decrease in net assets resulting from distributions to shareholders		(12,349,031	)		(7,980,516	)


CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		328,084,008			(211,437,876	)


NET ASSETS ^(b)
Total increase (decrease) in net assets		328,091,012			(211,416,099	)
Beginning of year		513,923,668			725,339,767

End of year	$	842,014,680		$	513,923,668

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

^(b)	Prior year distribution character information and undistributed net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. Refer to Note 9 for this prior year information.

See notes to financial statements.


F INANCIAL S TATEMENTS			11

Financial Highlights

(For a share outstanding throughout each period)


	BlackRock Money Market Portfolio

	Institutional

	Year Ended March 31,
	2019			2018			2017			2016			2015

Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00

Net investment income		0.0213			0.0118			0.0061			0.0013			0.0000	^(a)
Net realized gain		0.0000	^(a)		0.0004			0.0002			0.0001			0.0000	^(a)

Net increase from investment operations		0.0213			0.0122			0.0063			0.0014			0.0000


Distributions ^(b)
From net investment income		(0.0213	)		(0.0122	)		(0.0061	)		(0.0013	)		(0.0000	) ^(c)
From net realized gain		(0.0000	) ^(c)		—			(0.0002	)		(0.0001	)		(0.0000	) ^(c)

Total distributions		(0.0213	)		(0.0122	)		(0.0063	)		(0.0014	)		(0.0000	)


Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00


Total Return ^(d)
Based on net asset value		2.15	%		1.23	%		0.63	%		0.13	%		0.00	%


Ratios to Average Net Assets
Total expenses		0.60	%		0.56	%		0.56	%		0.56	%		0.62	%

Total expenses after fees waived and/or reimbursed		0.20	%		0.20	%		0.20	%		0.24	%		0.22	%

Net investment income		2.17	%		1.18	%		0.61	%		0.11	%		0.00	%


Supplemental Data
Net assets, end of year (000)	$	336,387		$	305,669		$	569,757		$	605,469		$	786,626

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

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

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

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

See notes to financial statements.


12		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Money Market Portfolio (continued)

	Service

	Year Ended March 31,
	2019			2018			2017			2016			2015

Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00

Net investment income		0.0185			0.0092			0.0009			0.0008			0.0000	^(a)
Net realized gain		0.0000	^(a)		0.0001			0.0024			0.0001			0.0000	^(a)

Net increase from investment operations		0.0185			0.0093			0.0033			0.0009			0.0000


Distributions ^(b)
From net investment income		(0.0185	)		(0.0093	)		(0.0009	)		(0.0008	)		(0.0000	) ^(c)
From net realized gain		(0.0000	) ^(c)		—			(0.0024	)		(0.0001	)		(0.0000	) ^(c)

Total distributions		(0.0185	)		(0.0093	)		(0.0033	)		(0.0009	)		(0.0000	)


Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00


Total Return ^(d)
Based on net asset value		1.87	%		0.93	%		0.33	%		0.09	%		0.00	%


Ratios to Average Net Assets
Total expenses		0.83	%		0.86	%		0.89	%		0.85	%		0.90	%

Total expenses after fees waived and/or reimbursed		0.47	%		0.50	%		0.50	%		0.27	%		0.22	%

Net investment income		1.87	%		0.92	%		0.09	%		0.10	%		0.00	%


Supplemental Data
Net assets, end of year (000)	$	6,152		$	5,655		$	6,191		$	520,139		$	428,033

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

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

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

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

See notes to financial statements.


F INANCIAL H IGHLIGHTS			13

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Money Market Portfolio (continued)

	Investor A

	Year Ended March 31,
	2019			2018			2017			2016			2015

Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00

Net investment income		0.0178			0.0090			0.0025			0.0007			0.0000	^(a)
Net realized gain (loss)		0.0000	^(a)		(0.0002	)		0.0003			0.0001			0.0000	^(a)

Net increase from investment operations		0.0178			0.0088			0.0028			0.0008			0.0000


Distributions ^(b)
From net investment income		(0.0178	)		(0.0088	)		(0.0025	)		(0.0007	)		(0.0000	) ^(c)
From net realized gain		(0.0000	) ^(c)		—			(0.0003	)		(0.0001	)		(0.0000	) ^(c)

Total distributions		(0.0178	)		(0.0088	)		(0.0028	)		(0.0008	)		(0.0000	)


Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00


Total Return ^(d)
Based on net asset value		1.80	%		0.88	%		0.28	%		0.08	%		0.00	%


Ratios to Average Net Assets
Total expenses		0.90	%		0.91	%		0.97	%		0.90	%		0.93	%

Total expenses after fees waived and/or reimbursed		0.54	%		0.54	%		0.55	%		0.29	%		0.22	%

Net investment income		1.85	%		0.90	%		0.25	%		0.08	%		0.00	%


Supplemental Data
Net assets, end of year (000)	$	484,301		$	180,873		$	122,896		$	176,772		$	137,381

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

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

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

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

See notes to financial statements.


14		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	BlackRock Money Market Portfolio (continued)

	Investor C

	Year Ended March 31,
	2019			2018			2017			2016			2015

Net asset value, beginning of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00

Net investment income		0.0105			0.0017			0.0009			0.0010			0.0000	^(a)
Net realized gain		0.0000	^(a)		0.0001			0.0001			0.0001			0.0000	^(a)

Net increase from investment operations		0.0105			0.0018			0.0010			0.0011			0.0000


Distributions ^(b)
From net investment income		(0.0105	)		(0.0018	)		(0.0009	)		(0.0010	)		(0.0000	) ^(c)
From net realized gain		(0.0000	) ^(c)		—			(0.0001	)		(0.0001	)		(0.0000	) ^(c)

Total distributions		(0.0105	)		(0.0018	)		(0.0010	)		(0.0011	)		(0.0000	)


Net asset value, end of year	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00


Total Return ^(d)
Based on net asset value		1.05	%		0.18	%		0.10	%		0.10	%		0.00	%


Ratios to Average Net Assets
Total expenses		1.64	%		1.65	%		1.62	%		1.57	%		1.59	%

Total expenses after fees waived and/or reimbursed		1.28	%		1.24	%		0.71	%		0.26	%		0.22	%

Net investment income		1.07	%		0.17	%		0.09	%		0.12	%		0.00	%


Supplemental Data
Net assets, end of year (000)	$	15,174		$	21,727		$	26,434		$	38,069		$	26,568

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

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

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

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

See notes to financial statements.


F INANCIAL H IGHLIGHTS			15

Notes to Financial Statements

1.	*ORGANIZATION*

BlackRock Funds ^SM (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. BlackRock Money Market Portfolio (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution fees. Institutional and Service Shares are sold without a sales charge and only to certain eligible investors. Investor A Shares are sold without an initial sales charge. Investor A and Investor C Shares may be subject to a contingent deferred sales charge (“CDSC”). Service and Investor A Shares bear certain expenses related to shareholder servicing of such shares and Investor C Shares also bear certain expenses related to the distribution of such shares. Investor A Shares are generally available through financial intermediaries. Investor C shares are available only through exchanges and dividend and capital gain reinvestments by current holders. Effective November 8, 2018, the Fund adopted an automatic conversion feature whereby Investor C Shares held for approximately ten years will be automatically converted into Investor A Shares, and, thereafter, investors will be subject to lower ongoing fees. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor C shareholders may vote on material changes to the Investor A distribution and service plan).


Share Class	Initial Sales Charge	CDSC			Conversion Privilege
Institutional and Services Shares	No		No		None
Investor A Shares	No		No	^(a)	None
Investor C Shares	No		No	^(a)	to Investor A Shares after approximately 10 years

^(a)

Investor A Shares may be subject to a CDSC upon redemption of shares received in an exchange transaction for Investor A Shares of a fund advised by the Manager (defined below) or its affiliates (each, a “BlackRock Fund”) where no initial sales charge was paid at the time of purchase of such fund. Investor C Shares may be subject to a CDSC upon redemption of shares received in an exchange transaction for Investor C Shares of a non-money market BlackRock Fund.

The Fund operates as a “retail money market fund” under Rule 2a-7 under the 1940 Act.

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

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of equity, multi-asset, index and money market funds referred to as the BlackRock Multi-Asset Complex.

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. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed (the “trade dates”). Realized gains and losses on investment transactions are determined on the identified cost basis. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

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

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

Recent Accounting Standards: In March 2017, the Financial Accounting Standards Board issued Accounting Standards Update “Premium Amortization of Purchased Callable Debt Securities” which amends the amortization period for certain purchased callable debt securities. Under the new guidance, the premium amortization of purchased callable debt securities that have explicit, non-contingent call features and are callable at fixed prices will be amortized to the earliest call date. The guidance will be applied on a modified retrospective basis and is effective for fiscal years, and their interim periods, beginning after December 15, 2018. Management continues to evaluate the impact of this guidance to the Fund.

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-13 “Changes to the Disclosure Requirements for Fair Value Measurement” which modifies disclosure requirements for fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Management continues to evaluate the impact of this guidance to the Fund.

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


16		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Notes to Financial Statements (continued)

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. 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. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.

3.	*INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS*

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

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

•

Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access

•

Level 2 — Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs)

•

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

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investments and is not necessarily an indication of the risks associated with investing in those securities.

4.	*SECURITIES AND OTHER INVESTMENTS*

Repurchase Agreements: Repurchase agreements are commitments to purchase a security from a counterparty who agrees to repurchase the same security at a mutually agreed upon date and price. On a daily basis, the counterparty is required to maintain collateral subject to the agreement and in value no less than the agreed upon repurchase amount. Pursuant to the custodial undertaking associated with a tri-party repurchase arrangement, an unaffiliated third party custodian maintains accounts to hold collateral for the fund and its counterparties. Typically, the fund and counterparty are not permitted to sell, re-pledge or use the collateral absent a default by the counterparty or the fund, respectively.

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

Repurchase agreements are entered into by the fund under Master Repurchase Agreements (each, an “MRA”). The MRA permits the fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables with collateral held by and/or posted to the counterparty. As a result, one single net payment is created. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Based on the terms of the MRA, the fund receives securities as collateral with a market value in excess of the repurchase price at maturity. Upon a bankruptcy or insolvency of the MRA counterparty, the fund would recognize a liability with respect to such excess collateral. The liability reflects the fund’s obligation under bankruptcy law to return the excess to the counterparty.

5.	*INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES*

Investment Advisory: The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s investment adviser and an indirect, wholly-owned subsidiary of BlackRock Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.

For such services, the Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of the Fund’s net assets:


Average Daily Net Assets	Investment Advisory Fee
First $1 Billion		0.450	%
$1 Billion — $2 Billion		0.400
$2 Billion — $3 Billion		0.375
Greater than $3 Billion		0.350


N OTES TO F INANCIAL S TATEMENTS			17

Notes to Financial Statements (continued)

Service and Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:


	Service			Investor A			Investor C
Distribution fees		—	%		—	%		0.75	%
Service fees		0.25			0.25			0.25

BRIL and broker-dealers, pursuant to sub-agreements with BRIL, provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to shareholders.

For the year ended March 31, 2019, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:


	Service		Investor A		Investor C		Total
Service and distribution Fees	$	15,762	$	706,958	$	164,629	$	887,349

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Manager, an indirect, wholly-owned subsidiary of BlackRock, to provide administrative services. For these services, the Manager receives an administration fee computed daily and payable monthly, based on a percentage of the average daily net assets of the Fund. The administration fee, which is shown as administration in the Statement of Operations, is paid at the annual rates below.


Average Daily Net Assets	Administration Fees
First $500 Million		0.0425	%
$500 Million — $1 Billion		0.0400
$1 Billion — $2 Billion		0.0375
$2 Billion — $4 Billion		0.0350
$4 Billion — $13 Billion		0.0325
Greater than $13 Billion		0.0300

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statement of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

For the year ended March 31, 2019, the following table shows the class specific administration fees borne directly by each share class of the Fund:


Institutional		Service		Investor A		Investor C		Total
$	62,827	$	1,259	$	56,701	$	3,284	$	124,071

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended March 31, 2019, the Fund paid the following amounts to affiliates of BlackRock in return for these services, which are included in transfer agent — class specific in the Statement of Operations:


Investor A		Total
$	4,372	$	4,372

The Manager maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the year ended March 31, 2019, the Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:


Institutional		Investor A		Investor C		Total
$	14,177	$	22,093	$	1,942	$	38,212

For the year ended March 31, 2019, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:


Institutional		Service		Investor A		Investor C		Total
$	70,836	$	84	$	236,853	$	9,418	$	317,191

Other Fees: For the year ended March 31, 2019, affiliates received CDSCs as follows:


Investor A		Investor C
$	23,496	$	1,911


18		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Notes to Financial Statements (continued)

Expense Limitations, Waivers, Reimbursements, and Recoupments : The Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:


Institutional		Service		Investor A		Investor C
	0.20%		0.50%		0.55%		1.30%

The Manager has agreed not to reduce or discontinue these contractual expense limitations through July 31, 2021, unless approved by the Board, including a majority of the trustees who are not “interested persons” of the Fund, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. For year ended March 31, 2019, the Manager waived and/or reimbursed $2,169,477, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

These amounts waived and/or reimbursed are included in administration fees waived — class specific, and transfer agent fees waived and/or reimbursed — class specific, respectively, in the Statement of Operations. For the year ended March 31, 2019, class specific expense waivers and/or reimbursements are as follows:


	Institutional		Investor A		Investor C		Total
Administration Fees Waived	$	62,827	$	25,371	$	152	$	88,350


	Institutional		Investor A		Total
Transfer Agent Fees Waived and/or Reimbursed	$	70,835	$	9,605	$	80,440

In addition, the Fund had a waiver of administration fees, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended March 31, 2019, the amount waived was $2,505.

The Manager and BRIL have also voluntarily agreed to waive a portion of their respective, investment advisory and service and distribution fees and/or reimburse operating expenses to enable the Fund to maintain minimum levels of daily net investment income if applicable. These amounts, if any, are reported in the Statement of Operations as fees waived and/or reimbursed by the Manager, service and distribution fees waived — class specific and transfer agent fees waived and/or reimbursed — class specific. The Manager and BRIL may discontinue the waiver and/or reimbursement at any time. For the year ended March 31, 2019, there were no fees waived and/or reimbursed by the Manager under this agreement.

The Fund has incurred expenses in connection with the realignment and consolidation of the boards of trustees of certain BlackRock-advised funds. The Manager has voluntarily agreed to reimburse the Fund for all or a portion of such expenses, which amounts are included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended March 31, 2019, the amount reimbursed was $3,096.

With respect to the contractual expense limitation, if during the Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver and/or reimbursement from the Manager, are less than the current expense limitation for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of: (a) the amount of fees waived and/or expenses reimbursed during those prior two fiscal years under the agreement and (b) an amount not to exceed either the current expense limitation of that share class or the expense limitation of the share class in effect at the time that the share class received the applicable waiver and/or reimbursement, provided that:

(1) the Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year; and

(2) the Manager or an affiliate continues to serve as the Fund’s investment adviser or administrator.

This repayment applies only to the contractual expense limitation on net expenses and does not apply to any voluntary waivers that may be in effect from time to time.

On March 31, 2019, the fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:


	Expiring March 31,
	2020		2021
Fund Level	$	2,491,718	$	2,171,982
Institutional		136,145		133,662
Service		1,367		—
Investor A		30,976		34,976
Investor C		3,823		152

The following fund level and class specific waivers and/or reimbursements previously recorded by the Fund, which were subject to recoupment by the Manager, expired on March 31, 2019:


Fund Level	$	2,948,355
Institutional		156,779
Service		82,218
Investor A		130,505


N OTES TO F INANCIAL S TATEMENTS			19

Notes to Financial Statements (continued)

Trustees and Officers: Certain trustees and/or officers of the Trust are trustees and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in Trustees and Officer in the Statement of Operations.

6.	*INCOME TAX INFORMATION*

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

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns generally remains open for each of the four years ended March 31, 2019. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Fund as of March 31, 2019, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.

The tax character of distributions paid was as follows:


	Ordinary income		Long-term capital gain		Total
3/31/2019	$	12,349,031	$	—	$	12,349,031
3/31/2018	$	7,980,516	$	—	$	7,980,516

As of period end, the tax components of accumulated earnings were as follows:


Undistributed ordinary income	$	50,748

7.	*PRINCIPAL RISKS*

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

Inventories of municipal bonds held by brokers and dealers may decrease, which would lessen their ability to make a market in these securities. Such a reduction in market making capacity could potentially decrease the Fund’s ability to buy or sell bonds. As a result, the Fund may sell a security at a lower price, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative impact on performance. If the Fund needed to sell large blocks of bonds, those sales could further reduce the bonds’ prices and impact performance.

In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. The Fund’s prospectus provides details of the risks to which the Fund is subject.

Certain obligations held by the Fund have a credit enhancement or liquidity feature that may, under certain circumstances, provide for repayment of principal and interest on the obligation when due. These enhancements, which may include letters of credit, stand-by bond purchase agreements and/or third party insurance, are issued by financial institutions. The value of the obligations may be affected by changes in creditworthiness of the entities that provide the credit enhancements or liquidity features. The Fund monitors its exposure by reviewing the creditworthiness of the issuers, as well as the financial institutions issuing the credit enhancements and by limiting the amount of holdings with credit enhancements from one financial institution.

Counterparty Credit Risk: The Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Fund manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.


20		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Notes to Financial Statements (continued)

8.	*CAPITAL SHARE TRANSACTIONS*

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


	Year Ended March 31,
	2019			2018
Institutional
Shares sold		810,070,763			713,086,578
Shares issued in reinvestment of distributions		5,280,224			5,772,493
Shares redeemed		(784,636,701	)		(982,965,613	)

Net increase (decrease)		30,714,286			(264,106,542	)


Service
Shares sold		6,128,913			6,403,826
Shares issued in reinvestment of distributions		117,542			68,551
Shares redeemed		(5,749,476	)		(7,009,170	)

Net increase (decrease)		496,979			(536,793	)


Investor A
Shares sold and automatic conversion of shares		656,235,825			163,626,529
Shares issued from conversion ^(a)		—			36,788
Shares issued in reinvestment of distributions		5,197,053			1,238,828
Shares redeemed		(358,007,781	)		(106,927,139	)

Net increase		303,425,097			57,975,006


Investor B
Shares sold		—			—
Shares issued in reinvestment of distributions		—			21
Shares converted ^(a)		—			(36,788	)
Shares redeemed and automatic conversion of shares		—			(24,719	)

Net decrease		—			(61,486	)


Investor C
Shares sold		28,209,270			20,470,222
Shares issued in reinvestment of distributions		171,657			38,724
Shares redeemed and automatic conversion of shares		(34,933,281	)		(25,217,007	)

Net decrease		(6,552,354	)		(4,708,061	)

Total Net Increase (Decrease)		328,084,008			(211,437,876	)

^(a)

On December 27, 2017, Investor B Shares converted to Investor A Shares.

9.	*REGULATION S-X AMENDMENTS*

On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Fund has adopted the amendments pertinent to Regulation S-X in this shareholder report. The amendments impacted certain disclosure presentation on the Statement of Assets and Liabilities, Statements of Changes in Net Assets and Notes to the Financial Statements.

Prior year distribution information and undistributed (distributions in excess of) net investment income in the Statements of Changes in Net Assets has been modified to conform to the current year presentation in accordance with the Regulation S-X changes.

Distributions for the year ended March 31, 2018 were classified as follows:


Share Class	Net Investment Income			Net Realized Gain		Return of Capital
Institutional	$	(6,618,088	)	$	—	$	—
Service		(68,657	)		—		—
Investor A		(1,254,359	)		—		—
Investor B		(27	)		—		—
Investor C		(39,385	)		—		—

Undistributed net investment income as of March 31, 2018 was $21,967.

10.

SUBSEQUENT EVENTS

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


N OTES TO F INANCIAL S TATEMENTS			21

Report of Independent Registered Public Accounting Firm

To the Shareholders of BlackRock Money Market Portfolio and the Board of Trustees of BlackRock Funds ^SM :

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of BlackRock Money Market Portfolio (the “Fund”) of BlackRock Funds ^SM , including the schedule of investments, as of March 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

May 21, 2019

We have served as the auditor of one or more BlackRock investment companies since 1992.

Important Tax Information (unaudited)

During the fiscal year ended March 31, 2019, the following information is provided with respect to the ordinary income distributions paid by the Fund:

^(a)

The law varies in each state as to whether and what percentage of dividend income attributable to federal obligations is exempt from state income tax. We recommend that you consult your tax advisor to determine if any portion of the dividends you received is exempt from state income taxes.

^(b)

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


22		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Trustee and Officer Information


Independent Trustees ^(a)

Name Year of Birth ^(b)	Position(s) Held (Length of Service) ^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years
Mark Stalnecker 1951	Chair of the Board (Since 2019) and Trustee (Since 2015)	Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.	41 RICs consisting of 185 Portfolios	None
Bruce R. Bond 1946	Trustee (Since 2019)	Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	41 RICs consisting of 185 Portfolios	None
Susan J. Carter 1956	Trustee (Since 2016)	Director, Pacific Pension Institute from 2014 to 2018; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (PCRI) since 2017.	41 RICs consisting of 185 Portfolios	None
Collette Chilton 1958	Trustee (Since 2015)	Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006.	41 RICs consisting of 185 Portfolios	None
Neil A. Cotty 1954	Trustee (Since 2016)	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer, from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	41 RICs consisting of 185 Portfolios	None
Lena G. Goldberg 1949	Trustee (Since 2019)	Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President — Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	41 RICs consisting of 185 Portfolios	None
Robert M. Hernandez 1944	Trustee (Since 2019)	Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director and non-executive Chairman, RTI International Metals, Inc. from 1990 to 2015; Director, TE Connectivity (electronics) from 2006 to 2012.	41 RICs consisting of 185 Portfolios	Chubb Limited (insurance company); Eastman Chemical Company


T RUSTEE AND O FFICER I NFORMATION			23

Trustee and Officer Information (continued)


Independent Trustees ^(a) (continued)

Name Year of Birth ^(b)	Position(s) Held (Length of Service) ^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years
Henry R. Keizer 1956	Trustee (Since 2019)	Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010.	41 RICs consisting of 185 Portfolios	Hertz Global Holdings (car rental); Montpelier Re Holdings, Ltd. (publicly held property and Casualty reinsurance) from 2013 until 2015; Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems)
Cynthia A. Montgomery 1952	Trustee (Since 2007)	Professor, Harvard Business School since 1989.	41 RICs consisting of 185 Portfolios	Newell Rubbermaid, Inc. (manufacturing)
Donald C. Opatrny 1952	Trustee (Since 2019)	Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2018; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018.	41 RICs consisting of 185 Portfolios	None
Joseph P. Platt 1947	Trustee (Since 2007)	General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015.	41 RICs consisting of 185 Portfolios	Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc.
Kenneth L. Urish 1951	Trustee (Since 2007)	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007.	41 RICs consisting of 185 Portfolios	None


24		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Trustee and Officer Information (continued)


Independent Trustees ^(a) (continued)

Name Year of Birth ^(b)	Position(s) Held (Length of Service) ^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Company and Other Investment Company Directorships Held During Past Five Years
Claire A. Walton 1957	Trustee (Since 2016)	Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015.	41 RICs consisting of 185 Portfolios	None

Interested Trustees ^(a)(d)
Robert Fairbairn 1965	Trustee (Since 2018)	Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares ^® businesses from 2012 to 2016.	129 RICs consisting of 297 Portfolios	None
John M. Perlowski 1964	Trustee (Since 2015); President and Chief Executive Officer (Since 2010)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	129 RICs consisting of 297 Portfolios	None
^(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
^(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.
^(c) Following the combination of MLIM and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds, legacy MLIM funds or legacy BlackRock funds as follows: Bruce R. Bond, 2005; Robert M. Hernandez, 1996; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.
^(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex.


T RUSTEE AND O FFICER I NFORMATION			25

Trustee and Officer Information (continued)


Officers Who Are Not Trustees ^(a)

Name Year of Birth ^(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past Five Years
Thomas Callahan 1968	Vice President (Since 2016)	Managing Director of BlackRock, Inc. since 2013; Member of the Board of Managers of BlackRock Investments, LLC (principal underwriter) since 2019 and Managing Director thereof since 2017; Head of BlackRock’s Global Cash Management Business since 2016; Co-Head of the Global Cash Management Business from 2014 to 2016; Deputy Head of the Global Cash Management Business from 2013 to 2014; Member of the Cash Management Group Executive Committee since 2013; Chief Executive Officer of NYSE Liffe U.S. from 2008 to 2013.
Jennifer McGovern 1977	Vice President (Since 2014)	Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013.
Neal J. Andrews 1966	Chief Financial Officer (Since 2007)	Chief Financial Officer of the iShares ^® exchange traded funds since 2019; Managing Director of BlackRock, Inc. since 2006.
Jay M. Fife 1970	Treasurer (Since 2007)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares ^® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares ^® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
John MacKessy 1972	Anti-Money Laundering Compliance Officer (Since 2018)	Director of BlackRock, Inc. since 2017; Global Head of Anti-Money Laundering at BlackRock, Inc. since 2017; Director of AML Monitoring and Investigations Group of Citibank from 2015 to 2017; Global Anti-Money Laundering and Economic Sanctions Officer for MasterCard from 2011 to 2015.
Benjamin Archibald 1975	Secretary (Since 2012)	Managing Director of BlackRock, Inc. since 2014; Director of BlackRock, Inc. from 2010 to 2013; Secretary of the iShares ^® exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012.
^(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
^(b) Officers of the Trust serve at the pleasure of the Board.

Further information about the Trust’s Trustees and Officers is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

At a special meeting of shareholders held on November 21, 2018, the Fund’s shareholders elected Trustees who took office on January 1, 2019. The newly elected Trustees include ten former Trustees and five individuals who served as directors/trustees of the funds in the BlackRock Equity-Bond Complex.

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent

JPMorgan Chase Bank, N.A.

New York, NY 10179

Custodians

JPMorgan Chase Bank, N.A.

New York, NY 10179

The Bank of New York Mellon

New York, NY 10286

Transfer Agent

BNY Mellon Investment Servicing (US) Inc

Wilmington, DE 19809

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Distributor

BlackRock Investments, LLC

New York, NY 10022

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust

100 Bellevue Parkway

Wilmington, DE 19809


26		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

Additional Information

Proxy Results

A Special Meeting of Shareholders was held on November 21, 2018 for shareholders of record on September 24, 2018, to elect a Board of Trustees of the Trust. The newly elected Trustees took office effective January 1, 2019.

Shareholders approved the Trustees* of BlackRock Funds ^SM with voting results as follows:


	Votes For		Votes Withheld
Bruce R. Bond		1,194,453,855		13,902,348
Susan J. Carter		1,196,552,121		11,804,082
Collette Chilton		1,196,528,363		11,827,840
Neil A. Cotty		1,196,166,120		12,190,083
Robert Fairbairn		1,193,957,290		14,398,913
Lena G. Goldberg		1,196,028,565		12,327,638
Robert M . Hernandez		1,194,378,100		13,978,103
Henry R. Keizer		1,195,228,758		13,127,445
Cynthia A. Montgomery		1,196,372,720		11,983,483
Donald C . Opatrny		1,195,869,847		12,486,356
John M . Perlowski		1,193,999,184		14,357,019
Joseph P. Platt		1,195,764,828		12,591,375
Mark Stalnecker		1,195,994,960		12,361,243
Kenneth L. Urish		1,195,716,210		12,639,993
Claire A. Walton		1,196,904,200		11,452,003

Denotes Trust-wide proposal and voting results.

The above Trustees, referred to as the BlackRock Multi-Asset Board, have also been elected to serve as trustees for other BlackRock-advised equity, multi-asset, index and money market funds.

General Information

Electronic Delivery

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

To enroll in electronic delivery:

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

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

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Transfer Agent at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at http://www.blackrock.com ; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com ; or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.


A DDITIONAL I NFORMATION			27

Additional Information (continued)

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com .

Automatic Investment Plans

Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

Glossary of Terms Used in this Report


Currency

USD		United States Dollar

Portfolio Abbreviations

LIBOR		London Interbank Offered Rate

LOC		Letter of Credit

RB		Revenue Bonds

VRDN		Variable Rate Demand Notes


28		2019 B LACK R OCK A NNUAL R EPORT TO S HAREHOLDERS

This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund at any time. Performance data quoted represents past performance and does not guarantee future results. Total return information assumes reinvestment of all distributions. Current performance may be higher or lower than the performance data quoted. For current month-end performance information, call (800) 441-7762. The Fund’s current 7-day yield more closely reflects the current earnings of the Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.


MM-3/19-AR


Item 2 –		Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.

Item 3 –		Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial expert serving on its audit committee and (ii) each audit committee financial expert is independent:

		Neil A. Cotty Robert M. Hernandez Henry R. Keizer Kenneth L. Urish Claire A. Walton

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

Item 4 –		Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

(a) Audit Fees

(b) Audit-Related Fees ¹

(c) Tax Fees ²

(d) All Other Fees

Entity Name

Current

Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End

BlackRock Money Market Portfolio

$26,520

$2,000

$9,800

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


	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees ¹	$0	$0
(c) Tax Fees ²	$0	$0
(d) All Other Fees ³	$2,050,500	$2,274,000

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

² The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

³ Non-audit fees of $2,050,500 and $2,274,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

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

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

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

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

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:


( Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Money Market	$9,800	$9,800
Portfolio


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


Current Fiscal Year End		Previous Fiscal Year End
$2,050,500		$2,274,000


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

		(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 –		Audit Committee of Listed Registrants – Not Applicable

Item 6 –		Investments

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

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

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

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

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

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

Item 11 –		Controls and Procedures

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


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

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

Item 13 –		Exhibits attached hereto

		(a)(1) Code of Ethics – See Item 2

		(a)(2) Certifications – Attached hereto

		(a)(3) Not Applicable

		(a)(4) Not Applicable

		(b) Certifications – Attached hereto

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


BlackRock Funds

By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock Funds

Date: June 5, 2019

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


By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock Funds

Date: June 5, 2019

By:		/s/ Neal J. Andrews
		Neal J. Andrews
		Chief Financial Officer (principal financial officer) of
		BlackRock Funds

Date: June 5, 2019

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock Funds, certify that:

1. I have reviewed this report on Form N-CSR of BlackRock Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2019

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Funds

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock Funds, certify that:

1. I have reviewed this report on Form N-CSR of BlackRock Funds;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 5, 2019

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Funds

Exhibit 99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Funds (the “registrant”), hereby certifies, to the best of his knowledge, that the registrant’s Report on Form N-CSR for the period ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: June 5, 2019

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock Funds

Date: June 5, 2019

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock Funds

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission .