Definitive Materials Filed by Investment Companies. (497)

SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

(212) 839 5300

(212) 839 5599 FAX

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WASHINGTON, D.C.

FOUNDED 1866

February 15, 2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

BlackRock Managed Volatility Portfolio, a series of BlackRock Funds ^SM

(File Nos. 33-26305, 811-05742)

Ladies and Gentlemen:

On behalf of BlackRock Funds ^SM , attached for filing are exhibits containing interactive data format risk/return summary information that mirrors the risk/return summary information in the Prospectus of BlackRock Managed Volatility Portfolio (the “Fund”), dated January 28, 2013, as filed pursuant to Rule 497(e) under the Securities Act of 1933, on February 1, 2013 (the “497 Filing”). The purpose of this filing is to submit the 497 Filing in XBRL for the Fund.

Any questions or comments on the 497 Filing should be directed to the undersigned at (212) 839-5583.

Very truly yours,

/s/ Ellen W. Harris

Ellen W. Harris

Enclosures

cc:	Benjamin Archibald, Esq.

BlackRock Advisors, LLC

Sidley Austin ( NY ) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

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