BlackRock India Fund

Fund Overview

Investment Objective

The investment objective of BlackRock India Fund (the "Fund"), a series of BlackRock Funds^SM (the "Trust"), is to seek to maximize total return from a portfolio of equity securities of Indian companies or instruments with similar economic characteristics. Total return means the combination of capital appreciation and investment income.

The Board of Trustees of the Trust approved a proposal to close the Fund to new and subsequent investments and thereafter to liquidate the Fund. Accordingly, effective October 28, 2013, except for certain retirement plan investments, the Fund no longer accepts orders from new investors or existing shareholders to purchase Fund shares. The shares of any shareholders holding shares on the date of liquidation, which the Fund currently anticipates to be on or about December 10, 2013, will be redeemed at the net asset value per share, and the Fund will then be terminated as a series of the Trust.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in the fund complex advised by BlackRock Advisors, LLC ("BlackRock") or its affiliates. More information about these and other discounts is available from your financial professional or your selected securities dealer, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a "Financial Intermediary") and in the "Details About the Share Classes" section on page 24 of the Fund's prospectus and in the "Purchase of Shares" section on page II-58 of the Fund's statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

Shareholder Fees BlackRock India Fund	Investor A Shares		Investor C Shares		Institutional Shares
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.25%		none		none
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	none	[1]	1.00%	[2]	none

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)

Annual Fund Operating Expenses BlackRock India Fund		Investor A Shares	Investor C Shares	Institutional Shares
Management Fee		1.00%	1.00%	1.00%
Distribution and/or Service (12b-1) Fees		0.25%	1.00%	none
Other Expenses		8.11%	8.25%	7.93%
Other Expenses of the Fund		4.34%	4.48%	4.16%
Other Expenses of the Subsidiary		3.77%	3.77%	3.77%
Total Annual Fund Operating Expenses		9.36%	10.25%	8.93%
Fee Waivers and/or Expense Reimbursements	[1]	(7.36%)	(7.50%)	(7.18%)
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	[1]	2.00%	2.75%	1.75%

Example:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example BlackRock India Fund (USD $)	1 Year	3 Years	5 Years	10 Years
Investor A Shares	717	2,465	4,065	7,491
Investor C Shares	378	2,266	4,050	7,753
Institutional Shares	178	1,950	3,586	7,145

You would pay the following expenses if you did not redeem your shares:

Expense Example, No Redemption (USD $)	1 Year	3 Years	5 Years	10 Years
BlackRock India Fund Investor C Shares	278	2,266	4,050	7,753

Portfolio Turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 120% of the average value of its portfolio.

Principal Investment Strategies of the Fund

The Fund seeks to achieve its investment objective by investing at least 80% of its total assets in equity securities of Indian companies or in instruments with similar economic characteristics. An Indian company is a company which is organized under the laws of, or with a principal office in, or for which the principal trading market for its securities is, India; or derives 50% or more of its total revenue or profit from either goods or services produced or sales made in India; or has 50% or more of its assets in India.

The Fund may invest in companies of any size, and may invest a significant portion of its assets in equity securities of smaller companies. Equity securities include common stock, preferred stock, securities convertible into common stock or securities or other instruments whose price is linked to the value of common stocks.

The Fund may carry out its investment strategies by investing substantially all of its assets in a wholly-owned subsidiary of the Fund formed in the Republic of Mauritius, BlackRock India Fund (Mauritius) Limited (the "Subsidiary"), which, under normal market conditions, will invest at least 80% of its assets in equity securities of Indian companies or in instruments with similar economic characteristics. Except as otherwise indicated, references in this prospectus to the Fund include the Subsidiary.

Fund management may, when consistent with the Fund's investment objective, buy or sell options or futures on a security or an index of securities (commonly known as derivatives). The primary purpose of using derivatives is to attempt to reduce risk to the Fund as a whole (hedge), but they may also be used to maintain liquidity and commit cash pending investment. Fund management also may, but under normal market conditions generally does not, intend to use derivatives for speculation to increase returns.

The Fund will invest primarily in the common stocks of companies that are selected for their growth potential and which are valued at a reasonable price. However, the Fund may also invest in value stocks. Fund management seeks to maximize total return by constructing the portfolio to reflect Fund management's views of the macro-economic environment as well as by using a "bottom up" approach, which entails the fundamental analysis of individual stocks and companies.

Principal Risks of Investing in the Fund

Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of certain risks of investing in the Fund.

• Derivatives Risk — The Fund's use of derivatives may reduce the Fund's returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund's use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.

• Emerging Markets Risk — Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.

• Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company's financial condition and overall market and economic conditions.

• Foreign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:

— The Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.

— Changes in foreign currency exchange rates can affect the value of the Fund’s portfolio.

— The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.

— The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.

— Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

— Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

• Geographic Concentration Risk — The Fund will invest primarily in equity and equity related securities of Indian companies. Because the Fund concentrates its investments in India, the Fund's performance is expected to be closely tied to economic and political conditions in India.

• Indian Regulatory Risk — BlackRock is a qualified foreign institutional investor ("FII") with the Securities and Exchange Board of India ("SEBI"), the Indian counterpart of the U.S. Securities and Exchange Commission (the "SEC"). The Subsidiary's registration with SEBI as the sub-account of an FII has been granted. There can be no assurances that Indian regulators will continue to grant such qualifications, and the loss of such qualifications could adversely impact the ability of the Fund to invest in India. The Indian Foreign Exchange Management Act, 1999, and the rules, regulations and notifications issued thereunder regulate the Fund's investment activities. On October 5, 2013, the SEBI board approved the SEBI (Foreign Portfolio Investors) Regulations, 2013, which merges the existing regime applicable to FIIs, sub-accounts and qualified foreign investors into foreign portfolio investors ("FPI"). All existing FIIs and sub-accounts may continue to buy and sell or deal in securities under the FPI regime. The new regulations, while approved by the SEBI board, have not yet been implemented. It is possible that additional policy announcements or regulations in India will be made, which will require retrospective changes in the structure or operations of the Fund, and may adversely impact the performance of the Fund.
  
  There can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors in such a way that may adversely affect the ability of the Fund to repatriate its income and capital.

• Investment Style Risk — The Fund has a flexible investment style as it will invest in both value and growth stocks. The endeavor will be to invest primarily in the common stocks of companies that are selected for their growth potential and which are valued at a reasonable price. It is possible that the investment style followed by the Fund may go out of favor and the Fund may underperform other equity funds that use different investment styles.

• Leverage Risk — Some transactions may give rise to a form of economic leverage. These transactions may include, among others, derivatives, and may expose the Fund to greater risk and increase its costs. As an open-end investment company registered with the SEC, the Fund is subject to the federal securities laws, including the Investment Company Act of 1940, as amended (the "Investment Company Act"), the rules thereunder, and various SEC and SEC staff interpretive positions. In accordance with these laws, rules and positions, the Fund must "set aside" liquid assets (often referred to as "asset segregation"), or engage in other SEC- or staff-approved measures, to "cover" open positions with respect to certain kinds of instruments. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Increases and decreases in the value of the Fund's portfolio will be magnified when the Fund uses leverage.

• Market Liquidity Risk — The liquidity of investments made by the Fund may be restricted by trading volumes besides operational issues like settlement periods and transfer procedures. Although the Fund management team will endeavor to create a portfolio that will have high market liquidity, there is a possibility that market liquidity could be impacted as a result of company/sector/general market related events and there could be a price impact as a result of portfolio re-balancing and/or liquidity demands due to redemptions.

• Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.

• Risks of Investing in India — India is an emerging market and demonstrates significantly higher volatility from time to time in comparison to more developed markets. Political and legal uncertainty, greater government control over the economy, currency fluctuations or blockage and the risk of nationalization or expropriation of assets may offer higher potential for losses.
  
  Moreover, governmental actions can have a significant effect on the economic conditions in India, which could adversely affect the value and liquidity of investments. The securities industry in India is comparatively underdeveloped, and stockbrokers and other intermediaries may not perform as well as their counterparts in the United States and other more developed securities markets. The limited liquidity of the Indian securities markets may also affect the Fund's ability to acquire or dispose of securities at the price and time that it desires.
  
  Global factors and foreign actions may inhibit the flow of foreign capital on which India is dependent to sustain its growth. In addition, the Reserve Bank of India ("RBI") has imposed limits on foreign ownership which may decrease the liquidity of the Fund's portfolio and result in extreme volatility in the prices of Indian securities. These factors, coupled with the lack of extensive accounting, auditing and financial reporting standards and practices applicable in the United States, may increase the risk of loss.
  
  Further, certain Indian regulatory approvals, including approvals from the SEBI, the central government and the tax authorities (to the extent that tax benefits need to be utilized), may be required before the Fund can make investments in Indian companies. Furthermore, the Fund may require the prior approvals of the Foreign Investment Promotion Board of the Ministry of Finance of the government of India (the "FIPB") and the RBI for them to invest in certain Indian companies operating in specified sectors or beyond certain specified investment limit ceilings. There is a risk that these approvals may not be given or cancelled at a later point in time, during the life cycle of the Fund.

• Subsidiary Risk — By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary's investments. The equity securities of Indian companies in which the Subsidiary invests are identical to those permitted to be held by the Fund and are subject to the same risks as if those investments were held directly by the Fund. There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the Investment Company Act, and, unless otherwise noted in this prospectus, is not subject to all the investor protections of the Investment Company Act. However, the Fund wholly owns the Subsidiary, and the Fund and the Subsidiary are both managed by BlackRock, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund and its shareholders.
  
  Changes in the laws or policies of the United States, India and/or the Republic of Mauritius could result in the inability of the Fund and/or the Subsidiary to operate as described in this prospectus and the Statement of Additional Information and could adversely affect the Fund. Furthermore, tax rates currently applicable to the Mauritius entities may be modified in the future and India-Mauritius Double Tax Avoidance Agreement (the "Treaty") benefits may not be available.

• Tax Risk — The Fund and the Subsidiary rely on the Treaty for relief from certain Indian taxes. Treaty renegotiation (particularly to introduce a limitation of benefit clause) or recent legislative changes (including the introduction of general tax anti-avoidance rule in the Income Tax Act) may result in the Fund withdrawing from the Subsidiary, which may result in higher taxes and/or lower returns for the Fund. See "Subsidiary Risk" above.

Performance Information

The information shows you how the performance of the Fund has varied for the periods since inception and provides some indication of the risks of investing in the Fund. The table compares the Fund's performance to that of the MSCI India Index. As with all such investments, past performance (before and after taxes) is not an indication of future results. Sales charges are not reflected in the bar chart. If they were, returns would be less than those shown. However, the table includes all applicable fees and sales charges. If BlackRock and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund's returns would have been lower. Updated information on the Fund's performance, including its current net asset value, can be obtained by visiting http://www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

Investor A Shares
ANNUAL TOTAL RETURNS
BlackRock India Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 19.27% (quarter ended March 31, 2012) and the lowest return for a quarter was –7.61% (quarter ended June 30, 2012). The year-to-date return as of September 30, 2013 was –17.65%.

As of 12/31/12
Average Annual Total Returns

Average Annual Total Returns BlackRock India Fund	1 Year	Since Inception	Inception Date
Investor A	27.57%	(5.32%)	May 05, 2011
Investor A Return After Taxes on Distributions	27.52%	(5.34%)
Investor A Return After Taxes on Distributions and Sale of Fund Shares	17.92%	(4.52%)
Investor C	32.57%	(2.99%)	May 05, 2011
Institutional	35.01%	(1.93%)	May 05, 2011
MSCI India Index (reflects no deduction for fees, expenses or taxes)	25.97%	(7.43%)

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Investor A Shares only, and the after-tax returns for Investor C and Institutional Shares will vary.

[1] A contingent deferred sales charge ("CDSC") of 1.00% is assessed on certain redemptions of Investor A Shares made within 18 months after purchase where no initial sales charge was paid at time of purchase as part of an investment of $1,000,000 or more.

[2] There is no CDSC on Investor C Shares after one year.

[1] As described in the "Management of the Fund" section of the Fund's prospectus on pages 38-43, BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to 2.00% of average daily net assets for Investor A Shares, 2.75% of average daily net assets for Investor C Shares and 1.75% of average daily net assets for Institutional Shares until December 1, 2014. The Fund may have to repay some of these waivers and/or reimbursements to BlackRock in the following two years. The agreement may be terminated upon 90 days' notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund.