SECURITIES AND EXCHANGE COMMISSION
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-05742
Name of Fund:
BlackRock
Funds
SMBlackRock
Wealth Liquid Environmentally Aware Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE
19809
Name and address of agent for service: John M.
Perlowski, Chief Executive Officer, BlackRock Funds
SM, 50 Hudson Yards, New York, NY 10001
Registrant’s telephone number, including area code: (800)
441-7762
Date of fiscal year end: 03/31/2024
Date of reporting period: 03/31/2024
Item
1 – Report to Stockholders
(a)
The Report to Shareholders is attached herewith.
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 Experts – The registrant’s board of directors (the
“board of directors”), has determined that (i) the registrant has the following
audit committee financial experts serving on its audit committee and (ii) each
audit committee financial expert is independent:
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:
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BlackRock Wealth Liquid Environmentally Aware Fund |
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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 (the “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”):
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Current Fiscal Year
End
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Previous Fiscal Year
End
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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 $2,149,000 and $2,154,000 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 minimis 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:
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BlackRock Wealth Liquid Environmentally Aware Fund |
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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:
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 Registrant – Not Applicable
(a) The registrant’s Schedule of Investments is included as part of the Report
to Stockholders filed under Item 1(a) 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 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 – Recovery of Erroneously
Awarded Compensation – Not Applicable
Item
14 – Exhibits attached hereto
(a)(1)
Code of Ethics – See Item 2
(a)(2)
Section 302 Certifications are attached
(a)(3) Any written
solicitation to purchase securities under Rule 23c-1 –
Not Applicable
(a)(4) Change in
Registrant’s independent public accountant –
Not Applicable
(b)
Section 906 Certifications are attached
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.
By: /s/
John M. Perlowski
Chief
Executive Officer (principal executive officer) of
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
Chief
Executive Officer (principal executive officer) of
Chief Financial Officer (principal financial officer)
of
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 FundsSM, certify
that:
1.
I have reviewed this report on Form N-CSR of BlackRock
Funds
SM;
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 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: May 22, 2024
/s/ John M. Perlowski_______
John
M. Perlowski
Chief
Executive Officer (principal executive officer) of
BlackRock FundsSM
CERTIFICATION
PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Trent Walker, Chief Financial Officer
(principal financial officer) of BlackRock FundsSM, certify that:
1.
I have reviewed this report on Form N-CSR of BlackRock
Funds
SM;
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 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: May 22, 2024
/s/ Trent Walker_________
Trent
Walker
Chief
Financial Officer (principal financial officer) of
BlackRock FundsSM
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 FundsSM (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, 2024 (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: May 22, 2024
/s/ John M. Perlowski_______
John M. Perlowski
Chief Executive Officer (principal
executive officer) of
BlackRock FundsSM
Pursuant to 18 U.S.C. § 1350, the
undersigned officer of BlackRock FundsSM (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, 2024 (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: May 22, 2024
/s/ Trent Walker_________
Trent Walker
Chief Financial Officer (principal
financial officer) of
BlackRock FundsSM
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.