497 1 e64946_497.htm SUPPLEMENT a64946.htm - Generated by SEC Publisher for SEC Filing

BlackRock Bond Fund, Inc.
BlackRock Total Return Fund

BlackRock FundsSM
BlackRock Short Obligations Fund
BlackRock Ultra-Short Obligations Fund

BlackRock Funds II
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock High Yield Bond Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Investment Grade Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock U.S. Government Bond Portfolio

BlackRock Municipal Bond Fund, Inc.
BlackRock Short-Term Municipal Fund

(each, a “Fund” and collectively, the “Funds”)

Supplement dated July 1, 2015 to the Prospectus of each Fund

Effective on September 1, 2015, as specified below, all of the issued and outstanding BlackRock Shares of each Fund will be redesignated as Class K Shares. The redesignation to Class K Shares is expected to have no impact on, or result in a decrease in, total operating expenses of the class. Shareholders will continue to receive all of the same services and have all of the same rights and privileges that they currently have as holders of BlackRock Shares.

Effective immediately, all references to BlackRock Shares in each Fund’s current Prospectus are replaced with Class K Shares unless otherwise described below.

The section entitled “Fund Overview — Purchase and Sale of Fund Shares” in each Fund’s current Prospectus for BlackRock Shares is deleted in its entirety and replaced with the following:

Class K Shares of the Fund are available only to (i) employer-sponsored retirement plans (not including SEP IRAs, SIMPLE IRAs and SARSEPs) (“Employer-Sponsored Retirement Plans”), (ii) collective trust funds, investment companies and other pooled investment vehicles, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Fund’s distributor to purchase such shares, (iii) “Institutional Investors,” which include but are not limited to, endowments, foundations, family offices, local, city, and state governmental institutions, corporations and insurance company separate accounts, each of which may purchase shares of the Fund through a Financial Intermediary that has entered into an agreement with the Fund’s distributor to purchase such shares and (iv) any other investors who met the eligibility criteria for BlackRock Shares or Class K Shares prior to September 1, 2015 and have continually held Class K Shares of the Fund in the same account since September 1, 2015.

You may purchase or redeem shares of the Fund each day the New York Stock Exchange is open. Purchase orders may also be placed by calling (800) 537-4942, by mail (c/o BlackRock, P.O. Box 9819, Providence, Rhode Island 02940-8019), or online at www.blackrock.com. Institutional Investors are subject to a $5 million minimum initial investment requirement. Other investors, including Employer-Sponsored Retirement Plans, have no minimum initial investment requirement. There is no minimum investment amount for additional purchases.

The section entitled “Fund Overview — Tax Information” in each Fund’s current Prospectus for BlackRock Shares is deleted in its entirety and replaced with the following:

Different income tax rules apply depending on whether you are invested through a qualified plan exempt from tax under section 401(a) of the Internal Revenue Code of 1986, as amended. If you are invested through such a plan (and Fund shares are not “debt-financed property” to the plan), then the dividends paid by the Fund and the gain realized from a redemption or exchange of Fund shares will generally not be subject to Federal income taxes until you withdraw or receive distributions from the plan. If you are not invested through such a plan, then the Fund’s

 
 

dividends and gain from a redemption or exchange may be subject to Federal income taxes and may be taxed as ordinary income or capital gains, unless you are a tax-exempt investor.

The section entitled “Account Information — How to Choose the Share Class that Best Suits Your Needs” in each Fund’s current Prospectus for BlackRock Shares is deleted in its entirety, renamed “Account Information — Details About the Share Class” and replaced with the following:

The Fund currently offers multiple share classes (Class K in this prospectus), each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents an ownership interest in the same investment portfolio. When you choose your class of shares, you should consider the size of your investment and how long you plan to hold your shares. Only certain investors are eligible to buy Class K Shares. Either your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. (“PNC”) and their respective affiliates) (each a “Financial Intermediary”) can help you determine whether you are eligible to buy Class K Shares.

The Fund’s shares are distributed by BlackRock Investments, LLC (the “Distributor”), an affiliate of BlackRock.

The table below summarizes key features of Class K Shares of the Fund.

Class K Shares at a Glance

  Class K Shares 
Availability  Available only to (i) Employer-Sponsored Retirement Plans, (ii) collective trust funds, 
  investment companies and other pooled investment vehicles, each of which may 
  purchase shares of the Fund through a Financial Intermediary that has entered into an 
  agreement with the Distributor to purchase such shares, (iii) Institutional Investors, each 
  of which may purchase shares of the Fund through a Financial Intermediary that has 
  entered into an agreement with the Distributor to purchase such shares and (iv) any other 
  investors who met the eligibility criteria for BlackRock Shares or Class K Shares prior to 
  September 1, 2015 and have continually held Class K Shares of the Fund in the same 
  account since September 1, 2015. 
Minimum Investment  There is no minimum initial investment requirement for any Employer-Sponsored 
  Retirement Plans or any other eligible investors other than Institutional Investors. 
  $5 million minimum initial investment for Institutional Investors. 
  There is no minimum investment amount for additional purchases. 
Initial Sales Charge?  No. Entire purchase price is invested in shares of the Fund. 
Deferred Sales Charge?  No. 
Distribution and Service  No. 
    (12b-1) Fees?   
Redemption Fees?  No. 

 

The Fund reserves the right to modify or waive the above-stated policies at any time.

When Class K Shares are purchased through a customer’s account in an Employer-Sponsored Retirement Plan through procedures established by the Employer-Sponsored Retirement Plan, confirmation of share purchases and redemptions will be sent to the Employer-Sponsored Retirement Plan. A customer’s ownership of shares will be recorded by the Employer-Sponsored Retirement Plan and reflected in the account statements provided by the Employer-Sponsored Retirement Plan to its participants.

If you purchased your shares through an Employer-Sponsored Retirement Plan and you transfer your investment from an Employer-Sponsored Retirement Plan to a type of account, such as an individual retirement account, that is not an eligible Class K Share investor in the Fund, you must liquidate your investment in Class K Shares of the Fund and purchase a share class of another fund advised by BlackRock or its affiliates that is available for purchase by that type of account.

For investors not purchasing shares through an Employer-Sponsored Retirement Plan, please see below for information on how to buy, sell and transfer shares.

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If applicable, the section entitled “Account Information — Distribution and Service Payments” in each Fund’s current Prospectus for BlackRock Shares is deleted in its entirety.

The section entitled “Account Information — How to Buy, Sell and Transfer Shares” in each Fund’s current Prospectus for BlackRock Shares is deleted in its entirety and replaced with the following:

The chart on the following pages summarizes how to buy, sell, exchange and transfer shares through your Financial Intermediary. If you are not purchasing shares through an Employer-Sponsored Retirement Plan, you may also buy, sell and transfer shares through BlackRock, if your account is held directly with BlackRock. To learn more about buying, selling, exchanging or transferring shares through BlackRock, call (800) 537-4942. Because the selection of a mutual fund involves many considerations, your Financial Intermediary may help you with this decision.

With certain limited exceptions, the Fund is generally available only to investors residing in the United States and may not be distributed by a foreign Financial Intermediary. Under this policy, in order to accept new accounts or additional investments (including by way of exchange from another BlackRock Fund) into existing accounts, the Fund generally requires that (i) a shareholder that is a natural person be a U.S. citizen or resident alien, in each case residing within the United States or a U.S. territory (including APO/FPO/DPO addresses), and have a valid U.S. taxpayer identification number, and (ii) a Financial Intermediary or a shareholder that is an entity be domiciled in the United States and have a valid U.S. taxpayer identification number or be domiciled in a U.S. territory and have a valid U.S. taxpayer identification number or IRS Form W-8. Any existing account that is updated to reflect a non-U.S. address will also be restricted from making additional investments.

The Fund may reject any purchase order, modify or waive the minimum initial or subsequent investment requirements for any shareholders and suspend and resume the sale of any share class of the Fund at any time for any reason. In addition, the Fund may waive certain requirements regarding the purchase, sale, exchange or transfer of shares described below.

Under certain circumstances, if no activity occurs in an account within a time period specified by state law, a shareholder’s shares in the Fund may be transferred to that state.

How to Buy Shares

  Your Choices  Important Information for You to Know 
Initial Purchase  Determine the amount of your investment  There is no minimum initial investment for any 
    Employer-Sponsored Retirement Plans or any other 
    investors other than Institutional Investors. 
    For Institutional Investors, there is a $5 million 
    minimum investment for all accounts. 
  Have your Financial Intermediary submit your  The price of your shares is based on the next 
  purchase order  calculation of the Fund’s net asset value after your 
    order is placed. Any purchase orders placed prior 
    to the close of business on the New York Stock 
    Exchange (the “NYSE”) (generally 4:00 p.m. 
    Eastern time) will be priced at the net asset value 
    determined that day. Certain Financial 
    Intermediaries, however, may require submission 
    of orders prior to that time. Purchase orders placed 
    after that time will be priced at the net asset value 
    determined on the next business day. A broker- 
    dealer or financial institution maintaining the 
    account in which you hold shares may charge a 
    separate account, service or transaction fee on the 
    purchase or sale of Fund shares that would be in 
    addition to the fees and expenses shown in the 
    Fund’s “Fees and Expenses” table. 
    The Fund may reject any order to buy shares and 
    may suspend the sale of shares at any time. 
    Financial Intermediaries may charge a processing 
    fee to confirm a purchase. 

 

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  Your Choices  Important Information for You to Know 
 
Or contact BlackRock (for accounts held  For investors not purchasing shares through an 
directly with BlackRock)  Employer-Sponsored Retirement Plan, to purchase 
  shares directly from BlackRock, call (800) 537-4942 
    and request a new account application. 
Add to Your Investment Purchase additional shares  There is no minimum investment amount for 
  additional purchases. 
Have your Financial Intermediary submit your  To purchase additional shares, you may contact your 
purchase order for additional shares  Financial Intermediary or Employer-Sponsored 
  Retirement Plan. 
Or contact BlackRock (for accounts held  For investors not purchasing shares through an 
directly with BlackRock)  Employer-Sponsored Retirement Plan: 
  Purchase by Telephone: Call the Fund at 
  (800) 537-4942 and speak with one of our 
  representatives. The Fund has the right to reject 
  any telephone request for any reason. 
  Purchase by Internet: You may purchase your 
  shares, and view activity in your account, by 
  logging onto the BlackRock website at 
  www.blackrock.com. Purchases made on the 
  Internet using the Automated Clearing House 
  (“ACH”) will have a trade date that is the day after 
  the purchase is made. Certain institutional clients’ 
  purchase orders placed by wire prior to the close of 
  business on the NYSE will be priced at the net 
  asset value determined that day. Contact your 
  Financial Intermediary or BlackRock for further 
  information. Limits on amounts that may be 
  purchased via Internet may vary. For additional 
  information call BlackRock at (800) 537-4942. 
  Please read the On-Line Services Disclosure 
  Statement and User Agreement, the Terms and 
  Conditions page and the Consent to Electronic 
  Delivery Agreement (if you consent to electronic 
  delivery), before attempting to transact online. 
  The Fund employs reasonable procedures to 
  confirm that transactions entered over the Internet 
  are genuine. By entering into the User Agreement 
  with the Fund in order to open an account through 
  the website, the shareholder waives any right to 
  reclaim any losses from the Fund or any of its 
  affiliates, incurred through fraudulent activity. 
Acquire additional shares by reinvesting  All dividends and capital gains distributions are 
dividends and capital gains  automatically reinvested without a sales charge. To 
  make any changes to your dividend and/or capital 
  gains distributions options, please call BlackRock at 
  (800) 537-4942 (for investors who are not 
  purchasing shares through an Employer-Sponsored 
  Retirement Plan) or contact your Financial 
    Intermediary. 
How to Pay for Shares  Making payment for purchases  If you are purchasing shares through an 
  Employer-Sponsored Retirement Plan, payment 
  for an order must be made in Federal funds or 
  other immediately available funds by the time 
  specified by your Financial Intermediary, but in 
  no event later than 4:00 p.m. (Eastern time) on the 
  first business day following the receipt of the 
  order. If payment is not received by this time, the 
  order will be canceled and you and your Financial 
  Intermediary will be responsible for any loss to 
    the Funds. 

 

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  Your Choices  Important Information for You to Know 
    If you are not purchasing shares through an 
    Employer- Sponsored Retirement Plan, payment 
    for shares must normally be made in Federal funds 
    or other immediately available funds by the time 
    specified by your Financial Intermediary but in no 
    event later than 4:00 p.m. (Eastern time) on the 
    first business day following the receipt of the order. 
    Payment may also, at the discretion of the Fund, be 
    made in the form of securities that are permissible 
    investments for the respective fund. If payment is 
    not received by this time, the order will be 
    canceled and you and your Financial Intermediary 
    will be responsible for any loss to the Fund. 
How to Sell Shares     
  Your Choices  Important Information for You to Know 
Full or Partial  Have your Financial Intermediary submit your  If you purchased shares through an 
Redemption of Shares  sales order  Employer-Sponsored Retirement Plan, you can 
    make redemption requests through your Financial 
    Intermediary in accordance with the procedures 
    applicable to your accounts. These procedures may 
    vary according to the type of account and the 
    Financial Intermediary involved, and customers 
    should consult their Financial Intermediary in this 
    regard. Financial Intermediaries are responsible for 
    transmitting redemption orders and crediting their 
    customers’ accounts with redemption proceeds on a 
    timely basis. Information relating to such 
    redemption services and charges to process a 
    redemption of shares, if any, should be obtained by 
    customers from their Financial Intermediaries. 
    The price of Class K Shares is based on the next 
    calculation of the Fund’s net asset value after your 
    order is placed. For your redemption request to be 
    priced at the net asset value on the day of your 
    request, you must submit your request to your 
    Financial Intermediary prior to that day’s close of 
    business on the NYSE (generally 4:00 p.m. Eastern 
    time). Certain Financial Intermediaries, however, 
    may require submission of orders prior to that 
    time. Any redemption request placed after that time 
    will be priced at the net asset value at the close of 
    business on the next business day. 
    Financial Intermediaries may charge a fee to 
    process a redemption of shares. 
    The Fund may reject an order to sell shares under 
    certain circumstances. 
    If you did not purchase your shares through an 
    Employer-Sponsored Retirement Plan, you can make 
    redemption requests through your Financial 
    Intermediary. The price of your shares is based on 
    the next calculation of net asset value after your 
    order is placed. For your redemption request to be 
    priced at the net asset value on the day of your 
    request, you must submit your request to your 
    Financial Intermediary prior to that day’s close of 
    business on the NYSE (generally 4:00 p.m. (Eastern 
    time)). Certain Financial Intermediaries, however, 
    may require submission of orders prior to that time. 
    Any redemption request placed after that time will be 
    priced at the net asset value at the close of business 
    on the next business day. The Fund may reject an 
    order to sell shares under certain circumstances. 

 

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   Your Choices  Important Information for You to Know 
  Selling shares held directly with BlackRock  Methods of Redeeming if You Did Not Purchase 
    Your Shares Through an Employer-Sponsored 
    Retirement Plan 
    Redeem by Telephone: You may sell shares held at 
    BlackRock by telephone request. Call (800) 537-4942 
    for details. 
    The Fund, its administrators and the Distributor will 
    employ reasonable procedures to confirm that 
    instructions communicated by telephone are 
    genuine. The Fund and its service providers will not 
    be liable for any loss, liability, cost or expense for 
    acting upon telephone instructions that are 
    reasonably believed to be genuine in accordance 
    with such procedures. The Fund may refuse a 
    telephone redemption request if it believes it is 
    advisable to do so. 
    During periods of substantial economic or market 
    change, telephone redemptions may be difficult to 
    complete. Please find below alternative redemption 
    methods. 
    Redeem by Internet: You may redeem in your 
    account, by logging onto the BlackRock website at 
    www.blackrock.com. Proceeds from Internet 
    redemptions will be sent via wire to the bank 
    account of record. 
    Redeem in Writing: Redemption requests may be 
    sent in proper form to BlackRock, P.O. Box 9819, 
    Providence, RI 02940-8019 or for overnight 
    delivery, 4400 Computer Drive, Westborough, MA 
    01588. Under certain circumstances, a medallion 
    signature guarantee will be required. 
    Payment of Redemption Proceeds by Wire 
    Transfer: Payment for redeemed shares for which a 
    redemption order is received before 4:00 p.m. 
    (Eastern time) on a business day is normally made 
    in Federal funds wired to the redeeming 
    shareholder on the next business day, provided that 
    the Fund’s custodian is also open for business. 
    Payment for redemption orders received after 
    4:00 p.m. (Eastern time) or on a day when the 
    Fund’s custodian is closed is normally wired in 
    Federal funds on the next business day following 
    redemption on which the Fund’s custodian is open 
    for business. The Fund reserves the right to wire 
    redemption proceeds within seven days after 
    receiving a redemption order if, in the judgment of 
    the Fund, an earlier payment could adversely affect 
    the Fund. Shares can be redeemed by Federal wire 
    transfer to a single previously designated bank 
    account. No charge for wiring redemption payments 
    with respect to Class K Shares is imposed by the 
    Fund. You are responsible for any additional 
    charges imposed by your bank for wire transfers. 
    The Fund is not responsible for the efficiency of 
    the Federal wire system or the shareholder’s firm 
    or bank. To change the name of the single, 
    designated bank account to receive wire 
    redemption proceeds, it is necessary to send a 
    written request to the Fund at the address on the 
    back cover of this prospectus. 
    *** 
    If you make a redemption request before the Fund 
    has collected payment for the purchase of shares, 
    the Fund may delay mailing your proceeds. This 
    delay will usually not exceed ten days. 

 

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How to Transfer Your Account

  Your Choices  Important Information for You to Know 
Transfer Shares to  Transfer to a participating Financial  You may transfer your Class K Shares of the 
Another Financial  Intermediary  Fund only to another Financial Intermediary that 
Intermediary    has entered into an agreement with the 
    Distributor. Certain shareholder services may not 
    be available for the transferred shares. All future 
    trading of these assets must be coordinated by the 
    receiving firm. 
    Please contact your Financial Intermediary to 
    accomplish the transfer of shares. 
  Transfer to a non-participating Financial  You must either: 
  Intermediary  •  Transfer your Class K Shares to an account with 
      the Fund; or 
    •  Sell your Class K Shares. 
    Please contact your Financial Intermediary to 
    accomplish the transfer of shares. 

 

Additional Purchase and Redemption Information Applicable to the Fund if You Are Not Purchasing Shares Through an Employer-Sponsored Retirement Plan

If you are not purchasing shares through an Employer-Sponsored Retirement Plan, the Fund may authorize one or more banks, savings and loan associations and other financial institutions (each a “Service Organization”) to accept purchase and redemption orders on its behalf. Such Service Organizations may be authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. If you purchase or redeem shares through a Service Organization or its designee, that entity may have its own deadlines for the receipt of the purchase or redemption order that may be earlier than those stated in the prospectus. The Fund will be deemed to have received a purchase or redemption order when a Service Organization or, if applicable, that Service Organization’s authorized designee, accepts the order. These orders will be priced at the Fund’s net asset value per share next calculated after they are so accepted.

If applicable, the section entitled “Account Information — Shareholder Servicing Payments” in the current Prospectus for BlackRock Shares is deleted in its entirety.

Shareholders should retain this Supplement for future reference.

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