BlackRock Allocation Target Shares BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio BATS: Series V Portfolio BlackRock Bond Fund, Inc. BlackRock Sustainable Total Return Fund BlackRock Total Return Fund BlackRock California Municipal Series Trust The Boards have overall responsibility for the oversight of the Funds. The Chair of each Board is an Independent Board Member, and the Chair (as set forth below) of each Board committee (each, a “Committee”) is an Independent Board Member. Each Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee (the “Governance Committee”), a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The role of the Chair of the Boards is to preside at all meetings of the Boards, and to act as a liaison with service providers, officers, attorneys, and other Board Members generally between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Boards or the Chair of a Committee may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of Fund management, in executive session or with other service providers to the Funds. The Boards have regular meetings five times a year, and may hold special meetings if required before the next regular meeting. Each Committee of a Board meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. Each Board and each standing Committee conducts annual assessments of its oversight function and structure. Each Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.
The Boards have engaged BlackRock to manage the Funds on aday-to-day basis. Each Board is responsible for overseeing BlackRock, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the Investment Company Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of BlackRock and its role in running the operations of the Funds.
Day-to-day risk management with respect to the Funds is the responsibility of BlackRock or ofsub-advisers or other service providers (depending on the nature of the risk), subject to the supervision of BlackRock. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by BlackRock and thesub-advisers or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight forms part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through the Committees, also review reports from, among others, management, the independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) for each Fund,sub-advisers, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have appointed a Chief Compliance Officer (the “CCO”) of the Funds,
who oversees the implementation and testing of the Funds’ compliance program and reports to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.
Compensation. Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth inAppendix E.
Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they oversee or are nominated to oversee in the BlackRock Fund Complexes, as of August 1, 2018, is set forth inAppendix F.
Attendance of Board Members at Shareholders’ Meetings. None of the Funds currently has a formal policy regarding Board Members’ attendance at shareholders’ meetings. None of the Funds held, or were required to hold, a shareholders’ meeting at which Board Members were elected during its last fiscal year.
Board Meetings. Information relating to the number of times that the Boards met during each Fund’s most recent fiscal year is set forth inAppendix G.
No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s most recently completed fiscal year.
Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth below.
The Existing Board of each Fund has established the following standing committees for each Fund:
Audit Committee. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and to oversee the Independent Registered Public Accounting Firm’s work. The responsibilities of the Audit Committee include, without limitation, to (1) evaluate the qualifications, independence and performance of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for the Funds; (3) review the conduct and results of each audit and discuss each Fund’s audited financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Funds and the internal controls of the Funds and certain service providers; (5) oversee the performance of (a) each Fund’s internal audit function provided by its investment adviser and (b) the Independent Registered Public Accounting Firm; (6) oversee policies, procedures and controls regarding valuation of each Fund’s investments and their classification as liquid or illiquid; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and each Fund’s Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. The Existing Board of each Fund has adopted a written charter for the Audit Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.
The Audit Committee of each Fund, other than BlackRock Emerging Markets Bond Fund and BlackRock Emerging Markets Local Currency Bond Fund (which each had three Audit Committee meetings) and BlackRock LifePath® Smart Beta 2060 Fund, BlackRock GA Disciplined Volatility Equity Fund and BlackRock GA Enhanced Equity Fund (which each had two Audit Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix G.
The current members of each Fund’s Audit Committee, all of whom are Independent Board Members, are as follows:
Henry R. Keizer (Chair)
Bruce R. Bond
Robert M. Hernandez
Effective January 1, 2019, it is anticipated that Henry R. Keizer will serve as Chair of the Audit Committee of each Group A Fund, subject to shareholder election of the Board Nominees. The boards of directors/trustees of theClosed-End Funds plan to adopt a board leadership transition that will go into effect in 2019. It is anticipated that in connection with such transition, Michael J. Castellano will serve as Chair of the Audit Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
Governance and Nominating Committee. The principal responsibilities of the Governance Committee are to (1) identify individuals qualified to serve as Independent Board Members of each Fund and recommend Independent Board Member nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Board Member compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Board Members; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. The Governance Committee of each Board may consider nominations for the office of Board Member made by Fund shareholders as it deems appropriate. Fund shareholders who wish to recommend a nominee should send nominations to the Secretary of the Funds and include biographical information and set forth the qualifications of the proposed nominee. The Existing Board of each Fund has adopted a written charter for the Governance Committee, a copy of which, including the Statement of Policy, is available athttps://www.blackrock.com/investing/literature/forms/eb-el-open-end-funds-governance-committee-charters.pdf.
The Governance Committee of each Fund, other than BlackRock Emerging Markets Bond Fund and BlackRock Emerging Markets Local Currency Bond Fund (which each had three Governance Committee meetings) and BlackRock LifePath® Smart Beta 2060 Fund, BlackRock GA Disciplined Volatility Equity Fund and BlackRock GA Enhanced Equity Fund (which each had two Governance Committee meetings) and BlackRock Balanced Capital Fund, Inc., Master Total Return Portfolio, BlackRock Core Bond Portfolio, BlackRock Credit Strategies Income Fund, BlackRock GNMA Portfolio, BlackRock High Yield Bond Portfolio, BlackRock Low Duration Bond Portfolio, BlackRock U.S. Government Bond Portfolio, BlackRock Capital Appreciation Fund, Inc., BlackRock 20/80 Target Allocation Fund, BlackRock 40/60 Target Allocation Fund, BlackRock 60/40 Target Allocation Fund and BlackRock 80/20 Target Allocation Fund (which each had four Governance Committee meetings), met five times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix G.
The current members of each Fund’s Governance Committee, all of whom are Independent Board Members, are as follows:
Bruce R. Bond (Chair)
Robert M. Hernandez
Henry R. Keizer
Effective January 1, 2019, it is anticipated that Cynthia A. Montgomery will serve as Chair of the Governance Committee of each Group A Fund and R. Glenn Hubbard will serve as Chair of the Governance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
The Governance Committee of each Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets in accordance with the Statement of Policy described above so that the Board will be better suited to fulfill its responsibility of overseeing each Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing each Fund in determining whether one or more new Board Members should be added to the Board. Each Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee of each Board believes that the Board Nominees as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Nominees’ biographies included in this Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Funds. The Governance Committee may, but is not required to, engage the services of a third-party firm at the relevant Funds’ expense to identify and assist in evaluating potential Board candidates.
Further, each Board has adopted Board Member qualification requirements, including: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements.
Compliance Committee. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the Funds, the fund-related activities of BlackRock and anysub-adviser and the Funds’ third-party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of each Fund and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning a Fund’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding each Fund’s CCO, including determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. The Existing Board of each Fund has adopted a written charter for the Fund’s Compliance Committee.
The Compliance Committee of each Fund, other than BlackRock Emerging Markets Bond Fund and BlackRock Emerging Markets Local Currency Bond Fund (which each had two Compliance Committee meetings) and BlackRock LifePath® Smart Beta 2060 Fund, BlackRock GA Disciplined Volatility Equity Fund and BlackRock GA Enhanced Equity Fund (which each had one Compliance Committee meeting), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix G.
The current members of each Fund’s Compliance Committee, all of whom are Independent Board Members, are as follows:
Lena G. Goldberg (Chair)
James H. Bodurtha
Honorable Stuart E. Eizenstat
Effective January 1, 2019, it is anticipated that Lena G. Goldberg will serve as Chair of the Compliance Committee of each Group A Fund and Cynthia L. Egan will serve as Chair of the Compliance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
Performance Oversight Committee. The purpose of the Performance Oversight Committee is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon performance objectives. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review a Fund’s investment objectives, policies and practices; (2) recommend to the Board specific investment tools and techniques employed by BlackRock; (3) recommend to the Board appropriate investment performance objectives based on its review of appropriate benchmarks and competitive universes; (4) review each Fund’s investment performance relative to agreed-upon performance objectives; (5) review information on unusual or exceptional investment matters; and (6) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Existing Board of each Fund has adopted a written charter for the Performance Oversight Committee.
The Performance Oversight Committee of each Fund, other than BlackRock Emerging Markets Bond Fund and BlackRock Emerging Markets Local Currency Bond Fund (which each had two Performance Oversight Committee meetings) and BlackRock LifePath® Smart Beta 2060 Fund, BlackRock GA Disciplined Volatility Equity Fund and BlackRock GA Enhanced Equity Fund (which each had one Performance Oversight Committee meeting), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix G.
The current members of each Fund’s Performance Oversight Committee, all of whom are Independent Board Members (other than Robert Fairbairn, who is an “interested person” of the Funds), are as follows:
Donald C. Opatrny (Chair)
Henry Gabbay
John F. O’Brien
Robert Fairbairn
Effective January 1, 2019, it is anticipated that Donald C. Opatrny will serve as Chair of the Performance Oversight Committee of each Group A Fund and Frank J. Fabozzi will serve as Chair of the Performance Oversight Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
Executive Committee. The principal responsibilities of the Executive Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee by the Board. The Existing Board of each Fund has adopted a written charter for the Executive Committee.
The Executive Committee of each Fund did not meet during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix G.
The current members of each Fund’s Executive Committee, all of whom are Independent Board Members (other than Robert Fairbairn, who is an “interested person” of the Funds), are as follows:
Bruce R. Bond
Lena G. Goldberg
Robert M. Hernandez
Henry R. Keizer
Donald C. Opatrny
Robert Fairbairn
Executive Officers of the Funds. Information about the current executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth inAppendix H.
Your Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee under each applicable Proposal.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
For each Fund, a quorum of the shareholders of a Fund as a whole, including the shareholders of the Portfolios of the Fund, if any, is required to be present in person or represented by proxy, in order to take any action at the Meeting with respect to Proposals 1(a) and 1(b), as applicable to that particular Fund. The quorum requirement for each Fund is set forth inAppendix A.
The vote requirement for each Fund to elect Board Nominees is set forth inAppendix A. Votes on Proposals 1(a) and 1(b) will be tabulated on a Fund basis, such that the votes of Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board members of that Fund. Approval of Proposals 1(a) and 1(b) will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and “brokernon-votes” will not be counted as votes cast and therefore, abstentions and brokernon-votes will have the same effect as a vote against Proposals 1(a) or 1(b), as applicable, for Funds (identified inAppendix A) which require a majority of the outstanding shares present, in person or by proxy. However, abstentions and brokernon-votes will not have an effect on Proposals 1(a) or 1(b), as applicable, for Funds that require a plurality or a majority of the votes cast. Brokernon-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter. A vote requiring a plurality to elect Board Nominees for a Fund means that the Board Nominees receiving the largest number of votes cast will be elected to fill the available positions for that Fund.
The shareholders of each Fund organized as a Feeder Fund in a master/feeder structure (identified inAppendix B) where such Fund invests all or substantially all of its assets in a corresponding Master Fund or series of a corresponding Master Fund that is an Equity-Bond Fund are also being asked, in Proposals 2(a) and 2(b), as applicable, to provide voting instructions to such Feeder Fund with respect to the election of the Board Nominees of the corresponding Master Fund contemplated by Proposals 1(a) and 1(b), respectively.
Each Feeder Fund will vote its interests in the Master Fund in which it invests in accordance with the voting instructions received from the shareholders of the Feeder Fund and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other shareholders (this is called “proportional voting” or “echo voting”). The Feeder Funds do not require that a specified number of shareholders submit voting instructions before a Feeder Fund will vote its interests in the applicable Master Fund at the Meeting. Because each Feeder Fund will use proportional voting to vote its interests in its corresponding Master Fund, a small number of shareholders could determine how a Feeder Fund votes if other shareholders fail to vote. Please note that, as the Master Funds may have more than one Feeder Fund, it is possible that a matter may be approved by a Master Fund’s shareholders, even if it is not approved by a particular Feeder Fund’s shareholders.
The shareholders of Balanced Capital Fund are being asked, in Proposals 3(a) and 3(b), respectively, to provide voting instructions to Balanced Capital Fund with respect to its votes for the election of nominees to the board of directors of Master Large Cap Series LLC, an Equity-Liquidity Fund in which Balanced Capital Fund invests, and the election of Board Nominees to the Board of Master Bond LLC, an Equity-Bond Fund in which Balanced Capital Fund invests.
Balanced Capital Fund will vote its interests in Master Large Cap Series LLC and Master Bond LLC in accordance with the voting instructions received from its shareholders, and will vote interests in Master Large Cap Series LLC and Master Bond LLC with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other shareholders. Balanced Capital Fund does not require that a specified number of shareholders submit voting instructions before Balanced Capital Fund will vote its interests in Master Large Cap Series LLC or Master Bond LLC at the special meetings of shareholders of Master Large Cap Series LLC and Master Bond LLC, respectively. Because Balanced Capital Fund will use proportional voting to vote its interests in Master Large Cap Series LLC and Master Bond LLC, a small number of shareholders could determine how Balanced Capital Fund votes if other shareholders fail to vote.
If you hold your shares directly through the Fund (i.e., not through a bank, broker, financial intermediary or other nominee, or variable annuity contract or variable life insurance policy), and if you return a properly executed proxy card that does not specify how you wish to vote on Proposals 1(a) or 1(b), as applicable, your shares will be voted and voting instructions will be submitted, as applicable, in accordance with the recommendations of the Boards “FOR” the Board Nominees in Proposals 1(a) and 1(b) and, if applicable, “FOR” the Board Nominees in Proposals 2(a) and 2(b), as applicable, and/or Proposals 3(a) and 3(b), as applicable.
The Funds expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposals 1(a) and 1(b), and to submit voting instructions for Proposals 2(a), 2(b), 3(a) and 3(b), as applicable, before the Meeting. Under New York Stock Exchange rules, broker-dealer firms may, without instructions, give a proxy to vote on routine matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. If instructions are not received by the date specified in the broker-dealer firms��� proxy solicitation materials, broker-dealers may vote on Proposals 1(a) and 1(b), and submit voting instructions for Proposals 2(a), 2(b), 3(a) and 3(b), as applicable, on behalf of the broker-dealer firms’ customers and beneficial owners. A properly executed proxy card or voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal.
Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election will determine whether or not a quorum is present at the Meeting. The inspector of election will treat withheld votes and brokernon-votes, if any, as present for purposes of determining a quorum.
If you are a beneficial shareholder of a Fund (that is if you hold shares of a Fund through a bank, broker, financial intermediary or other nominee (called a service agent)), the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or voting instruction form or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted may be deemed to authorize a service provider to vote such shares in favor of Proposals 1(a) and 1(b), as applicable (and to submit voting instructions for Proposals 2(a), 2(b), 3(a) and 3(b), as applicable). Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board Members, including a majority of the Independent Board Members, of each Fund and Portfolio have selected Deloitte & Touche LLP (“D&T”) or PricewaterhouseCoopers LLP (“PwC”), as applicable, as the Independent Registered Public Accounting Firm for each Fund and, if applicable, its Portfolios, as indicated onAppendix I.
No representatives of D&T or PwC will be present at the Meeting.
AppendixI sets forth for each Fund the fees billed by that Fund’s Independent Registered Public Accounting Firm for the two most recent fiscal years for all audit,non-audit, tax and all other services provided directly to the Fund. The fee information inAppendixI is presented under the following captions:
(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, includingout-of-pocket expenses.
(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.
(c) Tax Fees—fees associated with tax compliance and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” inAppendix I relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relates to tax advice, tax planning or tax consulting.
(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
Each Fund’s Audit Committee is required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee also is required to consider and act upon (i) the provision by the Fund’s Independent Registered Public Accounting Firm of anynon-audit services to the Fund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm ofnon-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. SeeAppendixI to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s Independent Registered Public Accounting Firm.
The Audit Committee of each Fund complies with applicable laws and regulations with regard to thepre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specificpre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve othernon-audit services provided by the Fund’s Independent Registered Public Accounting Firm to the Fund and to the Fund’s investment advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee maypre-approve, without consideration on a specificcase-by-case basis (“generalpre-approval”), certain permissiblenon-audit services that the Audit 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 Registered Public Accounting Firm.
Each service approved subject to generalpre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduledin-person Board meeting.
For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T or PwC, as applicable, to the Funds for which the generalpre-approval requirement was waived.
Each Fund’s Audit Committee has considered the provision ofnon-audit services that were rendered by D&T or PwC, as applicable, to the Fund’s Affiliated Service Providers in connection with determining such auditor’s independence. All services provided by D&T or PWC, as applicable, to each Fund and each Fund’s Affiliated Service Providers that requiredpre-approval werepre-approved during the Fund’s most recently completed fiscal year.
The Audit Committee of each Fund currently consists of the following Board Members, all of whom are Independent Board Members:
Henry R. Keizer (Chair)
Bruce R. Bond
Robert M. Hernandez
ADDITIONAL INFORMATION
Investment Manager,Sub-Advisers and Administrators
The investment manager,sub-adviser(s), if any, and administrator(s), if any, of each Fund are identified inAppendix J.
5% Share Ownership
As of September 24, 2018, to the best of each Fund’s knowledge, the persons listed inAppendixK owned more than 5% of the outstanding shares of the class of such Fund indicated.
Submission of Shareholder Proposals
The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Fund, 40 East 52nd Street, New York, New York 10022. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Funds’ Chief Compliance Officer, 40 East 52nd Street, New York, New York 10022. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and additionalout-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, except that BlackRock has agreed to cover a portion or all of such costs for certain Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Fund(s).
Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.
Solicitation may be made by mail, telephone, fax,e-mail or the Internet by officers or employees of BlackRock, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. BlackRock Advisors, LLC and BlackRock Fund Advisors have retained Computershare, located at 2950 Express Drive South, Suite 210, Islandia, New York 11749, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of the Funds, the Insurance Funds and the Equity-Liquidity Funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $1,178,000 for such services (including reimbursements ofout-of-pocket expenses), of which approximately $141,000 will be payable by the Funds. Computershare may solicit proxies personally and by mail, telephone, fax,e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.
If You Plan to Attend the Joint Special Meetings
Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date.Each shareholder will be asked to present valid photographic identification, such as a valid driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.
General
Management does not intend to present and does not have reason to believe that any items of business other than voting with respect to Proposals 1(a) and 1(b) will be presented at the Meeting. However, if other matters are properly presented at the Meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds.
A list of each Fund’s shareholders of record as of the Record Date will be available for inspection at the Meeting. For Funds organized as a Delaware statutory trust, a list of shareholders as of the Record Date will be available for inspection at BlackRock’s offices at 100 Bellevue Parkway, Wilmington, Delaware 19809, during regular business hours beginning ten days prior to the date of the Meeting.
The Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent with applicable state law and each Fund’sBy-Laws, including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.
Please vote promptly by signing and dating each enclosed proxy card or voting instruction form, and returning it (them) in the accompanying postage-paid return envelope OR by following the instructions on the enclosed proxy card(s) or voting instruction form(s) to vote by telephone or via the Internet.
By Order of the Boards,
Benjamin Archibald
Secretary of the Funds 50 Hudson Yards, New York, NY 10001 October 3, 2018
IMPORTANT INFORMATION FOR FUND SHAREHOLDERS While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on. Questions and Answers | Q: | | Why am I receiving the joint proxy statement? |
| A: | | The Funds are holding a joint special meeting of shareholders for the election of four Board Nominees to the Board of the applicable Fund. The enclosed joint proxy statement describes proposals to elect the Board Nominees and provides other information relating to the Meeting. The tables starting on page 9 of the joint proxy statement identify the current Board Members and the Board Nominees for each Fund. |
| Q: | | Why are the Funds holding a meeting to elect Board Members at this time? |
| A: | | Three of the four Board Nominees are current Board Members of the Funds who were appointed to the Boards and have not been previously elected by Fund shareholders. The other Board Nominee, who is not a current Board Member, has been proposed to be added to the Board of each Fund in anticipation of the scheduled retirement of a current Board Member at the end of 2023. |
| | The Investment Company Act of 1940, as amended (the “1940 Act”), requires that persons filling vacancies on a board be elected by shareholders at a meeting called for that purpose, except that vacancies may be filled by appointment or any otherwise legal manner if, immediately after filling such vacancy, at least two-thirds of the directors/trustees then holding office have been elected by shareholders. The 1940 Act also requires a fund to hold a meeting for the purpose of electing directors/trustees if at any time less than a majority of the directors/trustees were elected by shareholders of the fund. Because three of the ten current Board Members of each Fund were appointed by the then-existing Board Members and not elected by shareholders, the Funds are currently prohibited by the 1940 Act from appointing new Board Members without shareholder approval. The election of the Board Nominees to the Boards by shareholders would result in all of the Board Members of the Funds having been elected by shareholders, which would provide the Boards with more flexibility when a future vacancy exists on the Boards as a result of a Board Member’s retirement or resignation or otherwise or when the Boards desire to expand the breadth and depth of the Boards by adding one or more Board Members. |
| Q: | | What is a Feeder Fund and what proposals as a shareholder of a Feeder Fund am I being asked to vote on? |
| A: | | Certain series of Funds (each, a “Feeder Fund” and collectively, the “Feeder Funds”) invest substantially all of their assets in a corresponding fund that has an investment objective that is identical to that of the Feeder Fund (each, a “Master Fund” and collectively, the “Master Funds”). A Master Fund, in turn, invests directly in securities and other investments. Each Feeder Fund that invests in a Master Fund is being asked to vote for the Board Nominees of the Master Fund in which the Feeder Fund invests. Under the 1940 Act, each Feeder Fund’s voting rights with respect to the Master Fund interests that the Feeder Fund holds generally must be passed through to the Feeder Fund’s shareholders. This means that each Feeder Fund must vote its Master Fund interests in accordance with the voting instructions received from the Feeder Fund’s shareholders and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for |
| which it has received instructions from other holders (this is called “proportional voting” or “echo voting”). If you are a shareholder of a Feeder Fund, in addition to seeking your votes on Proposal 1 relating to the Feeder Fund in which you own shares, in Proposal 2 you will also be asked to provide your voting instructions to your Feeder Fund as to how, as a beneficial owner of a Master Fund, your Feeder Fund should vote for the election of the Board Nominees of the corresponding Master Fund. |
| Q: | | How do the Boards of the Funds recommend that I vote? |
| A: | | “FOR” each Board Nominee—the Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that their election is in your best interest and unanimously recommend that you vote, or submit voting instructions, “FOR” each Board Nominee. |
| Q: | | Will my vote make a difference? |
| A: | | YES. Your vote is very important and can make a difference in the governance and management of your Fund(s), no matter how many shares you own. We encourage all shareholders to participate in the governance of their Fund(s). Your vote can help ensure that the Board Nominees will be elected. |
| Q: | | How do I vote my shares? |
| A: | | Voting is quick and easy. Everything you need is enclosed. You can quickly and easily provide voting instructions by telephone, by calling the toll-free number on the proxy card(s) or voting instruction form(s) or on the Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be Held on November 9, 2023 (the “Notice of Internet Availability of Proxy Materials”), or by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) or voting instruction form(s) and following the instructions. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access to the voting website and confirm that your voting instructions are properly recorded. Alternatively, if you received your proxy card(s) or voting instruction form(s) by mail, you can vote your shares by completing, signing and dating the proxy card(s) or voting instruction form(s) and mailing it (them) in the enclosed postage-paid return envelope. |
| | You may also vote at the Meeting; however, even if you plan to attend the virtual meeting, we still encourage you to provide voting instructions by one of the methods discussed above. In addition, we ask that you please note the following: |
| | If your shares in a Fund are registered in your name, you may attend and participate in the Meeting at meetnow.global/MX9AUM2 by entering the control number found in the shaded box on your proxy card on the date and time of the Meeting. You may vote during the Meeting by following the instructions that will be available on the meeting website during the Meeting. |
| | Also, if you are a beneficial shareholder of a Fund, you will not be able to vote at the virtual meeting unless you have registered in advance to attend the Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare, the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Computershare of your registration and a control number and security code that will allow you to vote at the Meeting. |
| | Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope. |
| Q: | | Are the Funds paying for the costs of the joint proxy statement? |
| A: | | Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement. Costs that are borne by the Funds collectively will be allocated among the Funds (or series thereof) on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds (or series thereof). |
| | The Funds, the Insurance Funds and GPS have retained Computershare, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of such funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $368,000 for such services (including reimbursements of out-of-pocket expenses), of which approximately $223,000 will be payable by the Funds. |
| Q: | | Whom do I call if I have questions? |
| A: | | If you need more information, or have any questions about voting, please call Computershare, the proxy solicitor for the Funds, toll-free at 866-963-6132. |
| | Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote. |
Please vote now. Your vote is important. Please help us avoid adjournments, solicitation phone calls requesting your vote, wasteful expenses and additional mailings by promptly voting your shares. No matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s) or voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card or voting instruction form(s) but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees to your Board. If your shares of a Fund are held through a bank, broker, financial intermediary or other nominee you must provide voting instructions to your bank, broker, financial intermediary or other nominee holding your shares about how to vote your shares in order for them to vote your shares as you instruct at the Meeting. YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023. THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT: WWW.PROXY-DIRECT.COM/BLK-33511
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 To the Shareholders: A joint special meeting of the shareholders of the funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors (together, “BlackRock”) set forth below (each, a “Fund,” and collectively, the “Funds”) will be held on Thursday, November 9, 2023, at 10:00 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposals set forth below, as more fully described in the accompanying joint proxy statement. The Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Meeting but will be able to view the Meeting live and cast their votes by accessing a web link. In addition, shareholders of certain series of Funds that are organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund”) are being asked to provide voting instructions to elect the Board Nominees (as defined below) of the corresponding series of a Fund in which such Feeder Fund invests (the “Master Fund”). A list of the series of Funds that operate as Feeder Funds, shareholders of which are being asked to submit voting instructions on Proposal 2, and such Feeder Funds’ corresponding Master Funds, is set forth in Appendix B to the accompanying joint proxy statement. | | | | | | | Proposal | | Shareholders Entitled to Vote | | PROPOSAL 1 | | To elect four Board Nominees to the board of directors/trustees of the Funds. | | Shareholders of the Funds listed below, with respect to their Fund, with shareholders of all series of a Fund voting together. | | | | | PROPOSAL 2 | | To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively. | | Shareholders of BlackRock Total Return Fund and BlackRock Advantage CoreAlpha Bond Fund, with respect to their Feeder Fund. | | | | | To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. |
The purpose of the Meeting is to seek shareholder approval of the four nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors/trustees of the Funds (collectively, the “Boards”). In addition, shareholders of Feeder Funds will be asked to provide voting instructions to their Funds regarding the proposal to elect the four Board Nominees of the applicable Master Fund.
Each current board of directors/trustees of the Funds (each, a “Board”) has reviewed and unanimously approved the four Nominees with respect to each Fund overseen by such Board, subject to approval by the Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the respective Board Nominees and believe that the respective Board Nominees possess the requisite experience in overseeing investment companies and that their election is in your best interest. The Board of your Fund(s) unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee to the Board of your Fund(s). Shareholders of record of a Fund as of the close of business on September 11, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or delays thereof. If you owned shares in more than one Fund or series of a Fund (each such series, a “Portfolio”) as of the Record Date, and/or if your Portfolio is organized as a Feeder Fund, you may receive more than one proxy card or voting instruction form. Please be certain to vote by telephone or via the Internet with respect to each Fund, including each Portfolio, in which you are a shareholder of record or sign, date and return each proxy card and voting instruction form you receive in the enclosed postage-paid return envelope. If you have any questions about the proposals to be voted on, please call Computershare Fund Services, the firm assisting us in the solicitation and tabulation of proxies, toll-free at 866-963-6132. By Order of the Boards, Janey Ahn Secretary of the Funds 50 Hudson Yards, New York, NY 10001
Funds and Portfolios1 | | | BlackRock Allocation Target Shares BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio BATS: Series V Portfolio BlackRock Bond Fund, Inc. BlackRock Sustainable Total Return Fund BlackRock Total Return Fund BlackRock California Municipal Series Trust BlackRock California Municipal Opportunities Fund BlackRock ETF Trust II BlackRock AAA CLO ETF BlackRock Flexible Income ETF BlackRock Floating Rate Loan ETF BlackRock High Yield Muni Income Bond ETF BlackRock Intermediate Muni Income Bond ETF BlackRock Short-Term California Muni Bond ETF iShares Large Cap Deep Buffer ETF iShares Large Cap Moderate Buffer ETF BlackRock Funds IV BlackRock Global Long/Short Credit Fund BlackRock Sustainable Advantage CoreAlpha Bond Fund BlackRock Systematic Multi-Strategy Fund BlackRock Funds V BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock GNMA Portfolio BlackRock High Yield Bond Portfolio BlackRock Impact Mortgage Fund BlackRock Income Fund | | BlackRock Inflation Protected Bond Portfolio BlackRock Low Duration Bond Portfolio BlackRock Strategic Income Opportunities Portfolio BlackRock Sustainable Emerging Markets Bond Fund2 BlackRock Sustainable Emerging Markets Flexible Bond Fund2 BlackRock Sustainable High Yield Bond Fund BlackRock Sustainable Low Duration Bond Fund BlackRock Funds VI BlackRock Advantage CoreAlpha Bond Fund BlackRock Multi-State Municipal Series Trust BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Municipal Bond Fund, Inc. BlackRock High Yield Municipal Fund BlackRock Impact Municipal Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock Municipal Series Trust BlackRock Strategic Municipal Opportunities Fund BlackRock Strategic Global Bond Fund, Inc. Managed Account Series II BlackRock U.S. Mortgage Portfolio Master Bond LLC Master Total Return Portfolio Master Investment Portfolio II Advantage CoreAlpha Bond Master Portfolio |
| 1 | | The Funds (Registrants) are listed in bold in this table. The Portfolios (series of Funds) are indicated in the list by an entry below the Registrant’s name. The shares of all of the Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board Nominees of that Fund. |
| 2 | | Each of BlackRock Sustainable Emerging Markets Bond Fund and BlackRock Sustainable Emerging Markets Flexible Bond Fund is expected to be liquidated on or about December 15, 2023. |
TABLE OF CONTENTS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 JOINT PROXY STATEMENT This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the boards of directors or trustees (each, a “Board” and the members of which are referred to as “Board Members”) of each of the registrants advised by BlackRock Advisors, LLC or BlackRock Fund Advisors (together, “BlackRock”) listed in Appendix A to this Proxy Statement (each, a “Fund,” and collectively, the “Funds”) for the election of directors or trustees. If you are a shareholder of a series of a Fund organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund” and collectively, the “Feeder Funds”), you will also be asked to provide voting instructions to your Feeder Fund as to how, as a beneficial owner of the corresponding master funds (each, a “Master Fund” and collectively, the “Master Funds”), your Feeder Fund should vote for the election of the Board Members overseeing such Master Fund (a list of Feeder Funds and their corresponding Master Funds is set forth in Appendix B). The proxies will be voted at the joint special meeting of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will take place on Thursday, November 9, 2023, at 10:00 a.m. (Eastern time). The Meeting will be held in a virtual meeting format only. The Meeting will be held for the purpose of electing four nominees to the Board of each Fund (collectively, the “Board Nominees”). The Board of each Fund has determined that the use of this Proxy Statement for the Meeting is in the best interests of such Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about September 18, 2023, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be held on November 9, 2023 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about September 18, 2023. Each Fund is organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a Maryland corporation (each, a “Maryland Corporation”), a Delaware statutory trust (each, a “Delaware Trust”) or a Delaware limited liability company (each, a “Delaware LLC”), and each is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). A list identifying the form of organization of each Fund is set forth on Appendix A. Certain of the Funds have been structured as series Funds, and the separate series of the Funds are referred to herein as “Portfolios”. References to shareholders of a series Fund include shareholders of all Portfolios of that Fund. Each Fund’s fiscal year end can be found on Appendices F and H. Shareholders of record of a Fund as of the close of business on September 11, 2023 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or delays thereof. Shareholders of the Funds on the Record Date are entitled to the voting rights set forth on Appendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposal 1 for each Fund are also set forth in Appendix A. For each 1
Fund that is organized as a series Fund, a quorum of the shareholders of such Fund as a whole, inclusive of the shareholders of each Portfolio of such Fund, is required in order to take any action at the Meeting as applicable to that particular Fund. The number of outstanding shares of each class of each Fund and Portfolio as of the close of business on the Record Date are shown in Appendix C. To the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of more than five percent of a class of the outstanding shares of the Fund or of a Portfolio of the Fund, except as set forth in Appendix J. The Fund or, if applicable, the Portfolio in which you owned shares on the Record Date is named on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Fund or Portfolio on the Record Date, or if you owned shares of a Feeder Fund on the Record Date, you may receive more than one proxy card or voting instruction form. Even if you plan to attend the Meeting, please indicate your voting instructions, sign, date and return EACH proxy card and/or voting instruction form you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposals affecting EACH Fund and Portfolio you own, and provide voting instructions to your Feeder Fund relating to the election of Board Nominees to the board of directors/trustees of any master fund in which your Portfolio is a Feeder Fund. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s), voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded. All properly executed proxies received prior to the Meeting will be voted at the Meeting and any and all adjournments, postponements or delays thereof. On any matter coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card or voting instruction form is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposals at any time before a vote is taken on such proposal(s) by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting at the Meeting, in all cases prior to the exercise of the authority granted in the proxy card or voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank, broker, financial intermediary or other nominee, please consult your bank, broker, financial intermediary or other nominee regarding your ability to revoke voting instructions after such instructions have been provided. If your shares in a Fund are registered in your name, you may attend and participate in the Meeting at meetnow.global/MX9AUM2 by entering the control number found in the shaded box on your proxy card on the date and time of the Meeting. You may vote during the Meeting by following the instructions that will be available on the Meeting website during the Meeting. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) you will not be able to vote at the virtual Meeting unless you have registered in advance to attend the Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services (“Computershare”), the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the Meeting date. You will receive a confirmation email from Computershare of your registration and a control number 2
and security code that will allow you to vote at the Meeting. Even if you plan to participate in the virtual Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and voting instruction form you receive, and returning it in the accompanying postage-paid return envelope. Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc., at www.blackrock.com. Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Any such request should be directed to BlackRock, Inc. by calling (800) 441-7762 or by writing to the respective Fund at P.O. Box 534429, Pittsburgh, Pennsylvania 15253-4429. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website at www.sec.gov. Please note that only one annual or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Pennsylvania address or phone number set forth above. 3
SUMMARY OF PROPOSALS AND FUNDS VOTING The following table lists each proposal described in this Proxy Statement and identifies shareholders entitled to vote on each proposal. | | | | | | | Proposal | | Shareholders Entitled to Vote | PROPOSAL 1 | | To elect four Board Nominees to the board of directors/trustees of the Funds. | | Shareholders of the Funds listed below, with respect to their Fund, with shareholders of all Portfolios of a Fund voting together. | | | | PROPOSAL 2 | | To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively. | | Shareholders of BlackRock Total Return Fund and BlackRock Advantage CoreAlpha Bond Fund, with respect to their Feeder Fund. | | | | | To transact such other business as may properly come before the Meeting
or any adjournments, postponements or delays thereof. |
4
Funds and Portfolios1,2 | | | BlackRock Allocation Target Shares BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio BATS: Series V Portfolio BlackRock Bond Fund, Inc. BlackRock Sustainable Total Return Fund BlackRock Total Return Fund BlackRock California Municipal Series Trust BlackRock California Municipal Opportunities Fund BlackRock ETF Trust II BlackRock AAA CLO ETF BlackRock Flexible Income ETF BlackRock Floating Rate Loan ETF BlackRock High Yield Muni Income Bond ETF BlackRock Intermediate Muni Income Bond ETF BlackRock Short-Term California Muni Bond ETF iShares Large Cap Deep Buffer ETF iShares Large Cap Moderate Buffer ETF BlackRock Funds IV BlackRock Global Long/Short Credit Fund BlackRock Sustainable Advantage CoreAlpha Bond Fund BlackRock Systematic Multi-Strategy Fund BlackRock Funds V BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock GNMA Portfolio BlackRock High Yield Bond Portfolio BlackRock Impact Mortgage Fund | | BlackRock Income Fund BlackRock Inflation Protected Bond Portfolio BlackRock Low Duration Bond Portfolio BlackRock Strategic Income Opportunities Portfolio BlackRock Sustainable Emerging Markets Bond Fund3 BlackRock Sustainable Emerging Markets Flexible Bond Fund3 BlackRock Sustainable High Yield Bond Fund BlackRock Sustainable Low Duration Bond Fund BlackRock Funds VI BlackRock Advantage CoreAlpha Bond Fund BlackRock Multi-State Municipal Series Trust BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Municipal Bond Fund, Inc. BlackRock High Yield Municipal Fund BlackRock Impact Municipal Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund BlackRock Municipal Series Trust BlackRock Strategic Municipal Opportunities Fund BlackRock Strategic Global Bond Fund, Inc. Managed Account Series II BlackRock U.S. Mortgage Portfolio Master Bond LLC Master Total Return Portfolio Master Investment Portfolio II Advantage CoreAlpha Bond Master Portfolio |
| 1 | | The Funds (Registrants) are listed in bold in this table. The Portfolios (series of Funds) are indicated in the list by an entry below the Registrant’s name. The shares of all of the Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board Nominees of that Fund. |
| 2 | | The principal executive office of each Fund is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. |
| 3 | | Each of BlackRock Sustainable Emerging Markets Bond Fund and BlackRock Sustainable Emerging Markets Flexible Bond Fund is expected to be liquidated on or about December 15, 2023. |
5
PLEASE VOTE NOW. YOUR VOTE IS IMPORTANT. Please help us avoid adjournments, solicitation phone calls requesting your vote, wasteful expenses and additional mailings by promptly voting your shares. No matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s) or voting instruction form(s), date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card or voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a bank, broker, financial intermediary or other nominee you must provide voting instructions to your bank, broker, financial intermediary or other nominee holding your shares about how to vote your shares in order for them to vote your shares as you instruct at the Meeting. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting of Shareholders, the Proxy Statement and the forms of proxy card and voting instruction form are available on the Internet at www.proxy-direct.com/blk-33511. On this website, you will be able to access the Notice of Joint Special Meeting of Shareholders, the Proxy Statement, the forms of proxy card and voting instruction form and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders. If you have any questions, would like to vote your shares, or wish to obtain directions so that you can attend the Meeting, please call Computershare Fund Services, the proxy solicitor for the Funds, toll-free at 866-963-6132. YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023. THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT: WWW.PROXY-DIRECT.COM/BLK-33511 6
PROPOSALS 1 AND 2—ELECTION OF BOARD NOMINEES The purpose of Proposal 1 is to elect four Board Nominees to the Board of each Fund. The purpose of Proposal 2 is to provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, with respect to how BlackRock Total Return Fund, as a beneficial owner of Master Bond LLC, and BlackRock Advantage CoreAlpha Bond Fund, as a beneficial owner of Master Investment Portfolio II, should vote in connection with the election of four Board Nominees to the Board of Master Bond LLC and the Board of Master Investment Portfolio II, respectively. The nominations of the Board Nominees have been approved by the Board Members. Information about the Board Nominees for your Fund’s Board is set forth below. Nominees for Each Fund Board The Board of each Fund currently consists of ten Board Members, eight of whom are not “interested persons” (as defined in the 1940 Act) (the “Independent Board Members”) of the Funds. Each Board Nominee elected at the Meeting will serve until his or her successor is elected or until his or her earlier death, resignation, retirement or removal. Upon the election of the Board Nominees, the Board will consist of 11 members. Each Board recommends a vote “FOR” the election of each of the four Board Nominees: Lorenzo A. Flores, Stayce D. Harris, J. Phillip Holloman and Arthur P. Steinmetz (together, the “Board Nominees”). All of the Board Nominees, other than Arthur P. Steinmetz, are not “interested persons” of the Funds and currently serve as Independent Board Members of the Funds. Mr. Steinmetz is currently classified as a non-management interested Board Nominee (the “Non-Management Interested Board Nominee”) based on his former directorship at another company that is not an affiliate of BlackRock, Inc. Mr. Steinmetz does not currently serve as an officer or employee of BlackRock, Inc. or its affiliates or own any securities of BlackRock, Inc. If elected by shareholders, it is anticipated that Mr. Steinmetz would become an Independent Board Member effective January 19, 2024. The Board Nominees were unanimously recommended by the Independent Board Members of each Fund. To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the proxy card or voting instruction form, or date and sign the enclosed proxy card(s) and/or voting instruction form(s) and return the proxy card(s) and/or voting instruction form(s) promptly in the enclosed postage-paid envelope. If you owned shares in more than one Fund or Portfolio thereof as of the Record Date, and/or if your Portfolio is a Feeder Fund, you may receive more than one proxy card or voting instruction form. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected. Board Members’/Board Nominees’ Biographical Information. Please refer to the below tables, which identify the Board Members and Board Nominees, set forth certain biographical information about the Board Members and Board Nominees and discuss some of the experiences, qualifications and skills of the Board Nominees. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of each respective Fund. The Governance and Nominating Committee is comprised solely of Independent Board Members. 7
The Governance and Nominating Committee of the Board of each Fund has adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards of the Funds believe that each Independent Board Member of the Funds, including the Board Nominees who are current Board Members of the Funds, satisfied, at the time he or she was initially elected or appointed a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards also believe that Mr. Steinmetz will satisfy the standards contemplated by the Statement of Policy upon becoming an Independent Board Member. The Boards believe that, collectively, the Independent Board Members and Board Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to operate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Independent Board Members and Board Nominees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds’ investment adviser, sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members. Each Board believes that each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Funds or director/trustee of other BlackRock-advised Funds (as defined below) (and any predecessor funds), other investment funds, public companies, or not-for-profit entities or other organizations; ongoing commitment and participation in board and committee meetings, as well as their leadership of standing and other committees throughout the years; or other relevant life experiences. 8
Certain biographical and other information relating to the Board Members and Board Nominees is set forth below. The current Board Members, other than Lorenzo A. Flores, Stayce D. Harris and J. Phillip Holloman, were previously elected by shareholders and, therefore, are not seeking election at the Meeting. | | | | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service)3 | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | | Public
Company and
Other
Investment
Company
Directorships
Held
During Past
Five Years | Independent Board Members/Nominees | | | | | | | | | | | | | | R. Glenn Hubbard 1958 | | Chair of the Board (Since 2022) and Board Member (Since 2019) | | Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | |
| 70 RICs
consisting of
104 Portfolios |
| | ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); TotalEnergies SE (multi-energy) | | | | | | W. Carl Kester4 1951 | | Vice Chair of the Board (Since 2022) and Board Member (Since 2019) | | Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, Harvard Business School since 2022; George Fisher Baker Jr. Professor of Business Administration, Harvard Business School from 2008 to 2022; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | |
| 72 RICs
consisting of
106 Portfolios |
| | None |
9
| | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service)3 | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | Public
Company and
Other
Investment
Company
Directorships
Held
During Past
Five Years | Cynthia L. Egan 1955 | | Board Member (Since 2019) | | Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007. | | 70 RICs
consisting of
104 Portfolios | | Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products) | | | | | | Frank J. Fabozzi4,5 1948 | | Board Member (Since 2019) | | Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) from 2011 to 2022; Professor of Practice, Johns Hopkins University since 2021; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester. | | 72 RICs
consisting of
106 Portfolios | | None | | | | | | Lorenzo A. Flores 1964 | | Board Member (since 2021) Board Nominee | | Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016. | | 70 RICs
consisting of
104 Portfolios | | None |
10
| | | | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service)3 | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | | Public
Company and
Other Investment
Company
Directorships Held
During Past
Five Years | Stayce D. Harris 1959 | | Board Member (since 2021) Board Nominee | | Lieutenant General, Inspector General of the United States Air Force from 2017 to 2019; Lieutenant General, Assistant Vice Chief of Staff and Director, Air Staff, United States Air Force from 2016 to 2017; Major General, Commander, 22nd Air Force, AFRC, Dobbins Air Reserve Base, Georgia from 2014 to 2016; Pilot, United Airlines from 1990 to 2020. | |
| 70 RICs
consisting of
104 Portfolios |
| | KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer) | | | | | | J. Phillip Holloman 1955 | | Board Member (since 2021) Board Nominee | | President and Chief Operating Officer, Cintas Corporation from 2008 to 2018. | |
| 70 RICs
consisting of
104 Portfolios |
| | PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation) | | | | | | Catherine A. Lynch4 1961 | | Board Member (Since 2019) | | Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | |
| 72 RICs
consisting of
106 Portfolios |
| | PennyMac Mortgage Investment Trust | | | | | Non-Management Interested Board Nominee6 | | | | | | | | | | | | | | Arthur P. Steinmetz 1958 | | Board Nominee | | Consultant, Posit PBC (enterprise data science) since 2020; Director, ScotiaBank (U.S.) from 2020 to 2023; Chairman, Chief Executive Officer and President of OppenheimerFunds, Inc. from 2015, 2014 and 2013, respectively to 2019); Trustee, President and Principal Executive Officer of 104 OppenheimerFunds funds from 2014 to 2019. Portfolio manager of various OppenheimerFunds fixed income mutual funds from 1986 to 2014. | |
| 68 RICs
consisting of
102 Portfolios |
| | Trustee of 104 OppenheimerFunds funds from 2014 to 2019 |
11
| | | | | | | | | | | Name and
Year of Birth1,2 | | Current
Position(s)
Held
(Length of
Service)3 | | Principal Occupation(s)
During Past Five Years | | Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Currently
Overseen or
to Be
Overseen | | | Public
Company and
Other
Investment
Company
Directorships
Held
During Past
Five Years | Interested Board Members7 | | | | | | | | | | | | | | Robert Fairbairn 1965 | | Board Member (Since 2015) | | Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; 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. | |
| 98 RICs
consisting of
272 Portfolios |
| | None | | | | | | John M. Perlowski4 1964 | | Board Member (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. | |
| 100 RICs
consisting of
274 Portfolios |
| | None |
| 1 | | The address of each Board Member is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. |
| 2 | | Each Independent Board Member holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Fund’s Bylaws or charter or statute, or until December 31 of the year in which he or she turns 75. Except with respect to Funds that are series of BlackRock Funds IV, BlackRock Funds VI and Master Investment Portfolio II, Board Members who are “interested persons,” as defined in the 1940 Act, of a Fund (each, an “Interested Board Member”) serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Fund’s Bylaws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Board Members on a case-by-case basis, as appropriate. |
| 3 | | Date shown is the earliest date since which a Board Member has served for a Fund covered by this Proxy Statement. |
| 4 | | Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
| 5 | | Dr. Fabozzi’s term as a Board Member of the Funds will end on December 31, 2023. |
| 6 | | Mr. Steinmetz is currently classified as a Non-Management Interested Board Nominee based on his former directorship at another company that is not an affiliate of BlackRock, Inc. Mr. Steinmetz does not currently serve as an officer or employee of BlackRock, Inc. or its affiliates or own any securities of BlackRock, Inc. It is anticipated that Mr. Steinmetz will become an Independent Board Member effective January 19, 2024. |
| 7 | | Mr. Fairbairn and Mr. Perlowski are both Interested Board Members based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex. |
12
The table below discusses some of the experiences, qualifications and skills of the Board Members and Board Nominees. | | | Board
Members/Nominees | | Experience, Qualifications and Skills | Independent Board Members/Nominees | | | R. Glenn Hubbard | | R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard has served as the Dean of Columbia Business School, as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Board with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Hubbard’s independence from the Funds and the Manager enhances his service as Chair of the Board, Chair of the Executive Committee and a member of the Governance and Nominating Committee, the Compliance Committee and the Performance Oversight Committee. | | | W. Carl Kester | | The Boards benefit from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kester’s independence from the Funds and the Manager enhances his service as a Vice Chair of the Board, Chair of the Governance and Nominating Committee and a member of the Executive Committee, the Compliance Committee and the Performance Oversight Committee. |
13
| | | Board
Members/Nominees | | Experience, Qualifications and Skills | Cynthia L. Egan | | Cynthia L. Egan brings to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and a director and Chair of the Board of The Hanover Group, a public property casualty insurance company. Ms. Egan is also the lead independent director and non-executive Vice Chair of the Board of Huntsman Corporation, a publicly traded manufacturer and marketer of chemical products. Ms. Egan’s independence from the Funds and the Manager enhances her service as Chair of the Compliance Committee, and a member of the Governance and Nominating Committee and the Performance Oversight Committee. | | | Frank J. Fabozzi | | Frank J. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Dr. Fabozzi’s independence from the Funds and BlackRock enhances his service as Chair of the Performance Oversight Committee. |
14
| | | Board
Members/Nominees | | Experience, Qualifications and Skills | Lorenzo A. Flores | | The Boards benefit from Lorenzo A. Flores’s many years of business, leadership and financial experience in his roles at various public and private companies. In particular, Mr. Flores’s service as Chief Financial Officer and Corporate Controller of Xilinx, Inc., a technology and semiconductor company that supplies programmable logic devices, and Vice Chairman of Kioxia, Inc., a manufacturer and supplier of flash memory and solid state drives, and his long experience in the technology industry allow him to provide insight to into financial, business and technology trends. Mr. Flores’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Flores’s independence from the Funds and BlackRock enhances his service as a member of the Performance Oversight Committee. | | | Stayce D. Harris | | The Boards benefit from Stayce D. Harris’s leadership and governance experience gained during her extensive military career, including as a three-star Lieutenant General of the United States Air Force. In her most recent role, Ms. Harris reported to the Secretary and Chief of Staff of the Air Force on matters concerning Air Force effectiveness, efficiency and the military discipline of active duty, Air Force Reserve and Air National Guard forces. Ms. Harris’s experience on governance matters includes oversight of inspection policy and the inspection and evaluation system for all Air Force nuclear and conventional forces; oversight of Air Force counterintelligence operations and service on the Air Force Intelligence Oversight Panel; investigation of fraud, waste and abuse; and oversight of criminal investigations and complaints resolution programs. Ms. Harris is also a director of The Boeing Company. Ms. Harris’s independence from the Funds and BlackRock enhances her service as a member of the Compliance Committee and the Performance Oversight Committee. | | | J. Phillip Holloman | | The Boards benefit from J. Phillip Holloman’s many years of business and leadership experience as an executive, director and advisory board member of various public and private companies. In particular, Mr. Holloman’s service as President and Chief Operating Officer of Cintas Corporation and director of PulteGroup, Inc. and Rockwell Automation Inc. allows him to provide insight into business trends and conditions. Mr. Holloman’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Holloman’s independence from the Funds and BlackRock enhances his service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. | | | Catherine A. Lynch | | Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Board by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch is also a trustee of PennyMac Mortgage Investment Trust, a specialty finance company that invests primarily in mortgage-related assets. Ms. Lynch also holds the designation of Chartered Financial Analyst. Ms. Lynch’s knowledge of financial and accounting matters qualifies her to serve as Chair of the Audit Committee. Ms. Lynch’s independence from the Funds and the Manager enhances her service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. |
15
| | | Board
Members/Nominees | | Experience, Qualifications and Skills | Non-Management Interested Board Nominee | | | Arthur P. Steinmetz | | The Boards are expected to benefit from Arthur P. Steinmetz’s many years of business and leadership experience as an executive, chairman and director of various companies in the financial industry. Mr. Steinmetz’s service as Chairman, Chief Executive Officer and President of the OppenheimerFunds, Inc. and as Trustee, President and Principal Executive Officer of certain OppenheimerFunds funds provides insight into the asset management industry. He has also served as a Director of ScotiaBank (U.S.). | | Interested Board Members | | | Robert Fairbairn | | Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Vice Chairman of BlackRock, Inc., Member of BlackRock’s Global Executive and Global Operating Committees and Co-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group, Chairman of BlackRock’s international businesses and his previous oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group. Mr. Fairbairn also serves as a board member for the funds in the BlackRock Multi-Asset Complex. | | | John M. Perlowski | | John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the Funds provides him with a strong understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the funds in the BlackRock Multi-Asset Complex. Mr. Perlowski’s experience with BlackRock enhances his service as a member of the Executive Committee. |
16
Board Leadership Structure and Oversight The Boards currently consist of ten Board Members, eight of whom are Independent Board Members. The registered investment companies advised by BlackRock or its affiliates (the “BlackRock-advised Funds”) are organized into the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex, and the iShares Complex (each, a “BlackRock Fund Complex”). The Funds are included in the BlackRock Fund Complex referred to as the BlackRock Fixed-Income Complex. The Board Members also oversee as board members the operations of the other open-end and closed-end registered investment companies included in the BlackRock Fixed-Income Complex. The Boards have overall responsibility for the oversight of the Funds. The Chair of the Boards and the Chief Executive Officer are different people. Not only is the Chair of the Boards an Independent Board Member, but also the Chair of each Board committee (each, a “Committee”) is an Independent Board Member. The Boards have five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The role of the Chair of the Boards is to preside over all meetings of the Boards and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Boards or a Committee may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of the Funds’ management, in executive sessions or with other service providers to the Funds. The Boards have regular meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements and, if necessary, may hold special meetings before their next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Boards and reports its findings to the Boards. The Boards and each standing Committee conduct annual assessments of their oversight function and structure. The Boards have determined that the Boards’ leadership structure is appropriate because it allows the Boards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Boards to enhance oversight. The Boards decided to separate the roles of Chief Executive Officer from the Chair because they believe that having an independent Chair: increases the independent oversight of the Funds and enhances the Boards’ objective evaluation of the Chief Executive Officer; allows the Chief Executive Officer to focus on the Funds’ operations instead of Board administration; provides greater opportunities for direct and independent communication between shareholders and the Boards; and provides independent spokespersons for the Funds. The Boards have engaged BlackRock to manage the Funds on a day-to-day basis. Each Board is responsible for overseeing BlackRock, sub-advisers, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of BlackRock and its role in running the operations of the Funds. 17
Day-to-day risk management with respect to the Funds is the responsibility of BlackRock, sub-advisers, or other service providers (depending on the nature of the risk), subject to the supervision of BlackRock. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by BlackRock, sub-advisers, or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight is part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent registered public accounting firms (each, an “Independent Registered Public Accounting Firm”) for the Funds, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service providers’ risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have approved the appointment of a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports regularly to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities. Compensation. Information relating to compensation paid to the Board Members for each Fund’s or Portfolio’s, as applicable, most recent fiscal year is set forth in Appendix D. Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they oversee or are nominated to oversee in the BlackRock Fund Complexes, as of July 31, 2023, is set forth in Appendix E. Attendance of Board Members at Shareholders’ Meetings. None of the Funds currently has a formal policy regarding Board Members’ attendance at shareholders’ meetings. None of the Funds held, or were required to hold, a shareholders’ meeting at which Board Members were elected during its last fiscal year. Board and Committee Meetings. Information relating to the number of times that the Boards and each Committee of the Boards met during each Fund’s or Portfolio’s, as applicable, most recent fiscal year is set forth in Appendix F. No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s or Portfolio’s, as applicable, most recently completed fiscal year. Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth below. The Board of each Fund has established the following standing committees for each Fund: Audit Committee. The Board has a standing Audit Committee composed of Catherine A. Lynch (Chair), Frank J. Fabozzi, Lorenzo A. Flores and J. Phillip Holloman, all of whom are Independent Board Members. The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the accounting and financial reporting policies and practices of each Fund. The Audit Committee’s responsibilities include, without limitation: (i) approving, and recommending to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and evaluating the independence and objectivity of the Independent Registered Public Accounting Firm; 18
(ii) approving all audit engagement terms and fees for each Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any issues raised by each Fund’s Independent Registered Public Accounting Firm or management regarding the accounting or financial reporting policies and practices of each Fund, its internal controls, and, as appropriate, the internal controls of certain service providers and management’s response to any such issues; (v) reviewing and discussing each Fund’s audited and unaudited financial statements and disclosure in each Fund’s shareholder reports relating to each Fund’s performance; (vi) assisting the Board’s responsibilities with respect to the internal controls of each Fund and its service providers with respect to accounting and financial matters; and (vii) resolving any disagreements between each Fund’s management and each Fund’s Independent Registered Public Accounting Firm regarding financial reporting. The Board has adopted a written charter for the Board’s Audit Committee, a copy of which is available at https://www.blackrock.com/us/individual/literature/investor-education/cef-joint-audit-committee-charter-usd-en-us.pdf. Governance and Nominating Committee. The Board has a standing Governance and Nominating Committee composed of W. Carl Kester (Chair), Cynthia L. Egan, J. Phillip Holloman, R. Glenn Hubbard and Catherine A. Lynch, all of whom are Independent Board Members. The principal responsibilities of the Governance and Nominating Committee are: (i) identifying individuals qualified to serve as Independent Board Members and recommending Board nominees that are not “interested persons” of each Fund (as defined in the 1940 Act) for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and Committees of the Board (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and Committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations in respect to Independent Board Members compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the Board; (vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Board Members; and (vii) reviewing and making recommendations to the Board in respect of Fund share ownership by the Independent Board Members. The Board has adopted a written charter for the Board’s Governance and Nominating Committee, a copy of which is available at https://www.blackrock.com/us/individual/literature/investor-education/cef-joint-governance-committee-charter-usd-en-us.pdf. The Governance and Nominating Committee of the Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board will be better suited to fulfill its responsibility of overseeing each Fund’s activities. In so doing, the Governance and Nominating Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing each Fund in determining whether one or more new directors or trustees should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance and Nominating Committee believes that the Board Members as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Members’ biographies included herein highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to each Fund. The Governance and Nominating Committee may consider nominations for Board Members made by the Funds’ shareholders as it deems appropriate. Under the Funds’ Bylaws, shareholders must follow certain procedures to nominate a person for election as a Board Member at a shareholder meeting at which Board Members are to be elected. Under these advance notice procedures for each Fund, except series of BlackRock ETF Trust II, shareholders must submit the proposed nominee by delivering a notice to the Secretary of the Funds at its principal executive 19
offices no later than the close of business on the fifth (5th) day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever first occurs. With respect to series of BlackRock ETF Trust II, shareholders must submit the proposed nominee by delivering a notice to the Secretary of the Fund at its principal executive offices no earlier than the 150th day prior to such meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such meeting or the tenth day following the day on which public announcement is first made of the date of such meeting. The Funds’ Bylaws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as certain other information, including a written consent of the proposed nominee to serve if elected. Reference is made to the respective Funds’ Bylaws for more details. Compliance Committee. The Board has a Compliance Committee composed of Cynthia L. Egan (Chair), Stayce D. Harris, R. Glenn Hubbard and W. Carl Kester, all of whom are Independent Board Members. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility with respect to the oversight of regulatory and fiduciary compliance matters involving each Fund, the fund-related activities of BlackRock, and any sub-advisers and each Fund’s other third party service providers. The Compliance Committee’s responsibilities include, without limitation: (i) overseeing the compliance policies and procedures of each Fund and its service providers and recommending changes or additions to such policies and procedures; (ii) reviewing information on and, where appropriate, recommending policies concerning each Fund’s compliance with applicable law; (iii) reviewing information on any significant correspondence with or other actions by regulators or governmental agencies with respect to each Fund and any employee complaints or published reports that raise concerns regarding compliance matters; and (iv) reviewing reports from, overseeing the annual performance review of, and making certain recommendations in respect of, each Fund’s CCO, including, without limitation, determining the amount and structure of the CCO’s compensation. The Board has adopted a written charter for the Board’s Compliance Committee. Performance Oversight Committee. The Board has a Performance Oversight Committee composed of Frank J. Fabozzi (Chair), Cynthia L. Egan, Lorenzo A. Flores, Stayce D. Harris, J. Phillip Holloman, R. Glenn Hubbard, W. Carl Kester and Catherine A. Lynch, all of whom are Independent Board Members. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to each Fund’s investment objective, policies and practices. The Performance Oversight Committee’s responsibilities include, without limitation: (i) reviewing each Fund’s investment objective, policies and practices; (ii) recommending to the Board any required action in respect of changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate benchmarks and competitive universes; (iv) reviewing each Fund’s investment performance relative to such benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether each Fund has complied with its investment policies and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of each Fund’s investments. The Board has adopted a written charter for the Board’s Performance Oversight Committee. Executive Committee. The Board has an Executive Committee composed of R. Glenn Hubbard (Chair) and W. Carl Kester, both of whom are Independent Board Members, and John M. Perlowski, who serves as an interested Board Members. The principal responsibilities of the Executive Committee include, without limitation: (i) acting on routine matters between meetings of the Board; (ii) acting on such matters as may require urgent action between meetings of the Board; and (iii) exercising such other authority as may from time to time be delegated to the Executive Committee by the Board. The Board has adopted a written charter for the Board’s Executive Committee. 20
Executive Officers of the Funds. Information about the current executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in Appendix G. Your Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee under each applicable Proposal. 21
VOTE REQUIRED AND MANNER OF VOTING PROXIES For each Fund, a quorum of the shareholders of a Fund as a whole, including the shareholders of the Portfolios of the Fund, if any, is required to be present in person or represented by proxy, in order to take any action at the Meeting with respect to Proposal 1 as applicable to that particular Fund. The quorum requirement for each Fund is set forth in Appendix A. The vote requirement for each Fund to elect Board Nominees is set forth in Appendix A. Votes on Proposal 1 will be tabulated on a Fund basis, such that the votes of Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board members of that Fund. Approval of Proposal 1 will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and “broker non-votes” will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against Proposal 1 for Funds (identified in Appendix A) which require a majority of the outstanding shares present, in person or by proxy. However, abstentions and broker non-votes will not have an effect on Proposal 1 for Funds that require a plurality or a majority of the votes cast. Broker non-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter. A vote requiring a plurality to elect Board Nominees for a Fund means that the Board Nominees receiving the largest number of votes cast will be elected to fill the available positions for that Fund. The shareholders of each Fund organized as a Feeder Fund in a master/feeder structure (identified in Appendix B) where such Fund invests all or substantially all of its assets in a corresponding Master Fund or series of a corresponding Master Fund are also being asked, in Proposal 2 to provide voting instructions to such Feeder Fund with respect to the election of the Board Nominees of the corresponding Master Fund contemplated by Proposal 1. Each Feeder Fund will vote its interests in the Master Fund in which it invests in accordance with the voting instructions received from the shareholders of the Feeder Fund and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other shareholders (this is called “proportional voting” or “echo voting”). The Feeder Funds do not require that a specified number of shareholders submit voting instructions before a Feeder Fund will vote its interests in the applicable Master Fund at the Meeting. Because each Feeder Fund will use proportional voting to vote its interests in its corresponding Master Fund, a small number of shareholders could determine how a Feeder Fund votes if other shareholders fail to vote. Please note that, as the Master Funds may have more than one Feeder Fund, it is possible that a matter may be approved by a Master Fund’s shareholders, even if it is not approved by a particular Feeder Fund’s shareholders. If you hold your shares directly through the Fund (i.e., not through a bank, broker, financial intermediary or other nominee, or variable annuity contract or variable life insurance policy), and if you return a properly executed proxy card that does not specify how you wish to vote on Proposal 1, your shares will be voted and voting instructions will be submitted, as applicable, in accordance with the recommendations of the Boards “FOR” the Board Nominees in Proposal 1 and, if applicable, “FOR” the Board Nominees in Proposal 2. The Funds expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients 22
on how to vote their shares on Proposal 1, and to submit voting instructions for Proposal 2, as applicable, before the Meeting. Under New York Stock Exchange rules, broker-dealer firms may, without instructions, give a proxy to vote on routine matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. If instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials, broker-dealers may vote on Proposal 1, and submit voting instructions for Proposal 2, as applicable, on behalf of the broker-dealer firms’ customers and beneficial owners. A properly executed proxy card or voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of such proposal. Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election will determine whether or not a quorum is present at the Meeting. The inspector of election will treat withheld votes and broker non-votes, if any, as present for purposes of determining a quorum. If you are a beneficial shareholder of a Fund (that is, if you hold shares of a Fund through a bank, broker, financial intermediary or other nominee (called a service agent)), the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or voting instruction form or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted may be deemed to authorize a service provider to vote such shares in favor of Proposal 1 (and to submit voting instructions for Proposal 2, as applicable). Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.” 23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board Members, including a majority of the Independent Board Members, of each Fund, have selected Deloitte & Touche LLP (“D&T”) or PricewaterhouseCoopers LLP (“PwC”), as applicable, as the Independent Registered Public Accounting Firm for each Fund and, if applicable, its Portfolios, as indicated on Appendix H. No representatives of D&T or PwC will be present at the Meeting. Appendix H sets forth for each Fund the fees billed by that Fund’s Independent Registered Public Accounting Firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in Appendix H is presented under the following captions: (a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses. (b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators. (c) Tax Fees—fees associated with tax compliance and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” in Appendix H relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relates to tax advice, tax planning or tax consulting. (d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” Each Fund’s Audit Committee is required to approve all audit engagement fees and terms for the Fund and, if applicable, its Portfolios. Each Fund’s Audit Committee also is required to consider and act upon (i) the provision by the Fund’s Independent Registered Public Accounting Firm of any non-audit services to the Fund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm of non-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. See Appendix H to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s Independent Registered Public Accounting Firm. The Audit Committee of each Fund complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund and, if applicable, its Portfolios on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve other non-audit services provided by the Fund’s Independent Registered Public Accounting Firm to the Fund and, if applicable, its Portfolios and to the Fund’s and, if applicable, its Portfolios’ investment 24
advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit 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 Registered Public Accounting Firm. Each service approved subject to general pre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduled in-person Board meeting. For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T or PwC, as applicable, to the Funds for which the general pre-approval requirement was waived. Each Fund’s Audit Committee has considered the provision of non-audit services that were rendered by D&T or PwC, as applicable, to the Fund’s Affiliated Service Providers in connection with determining such auditor’s independence. All services provided by D&T or PWC, as applicable, to each Fund and, if applicable, its Portfolios and each Fund’s and, if applicable, its Portfolios’ Affiliated Service Providers that required pre-approval were pre-approved during the Fund’s and, if applicable, its Portfolios’ most recently completed fiscal year. The Audit Committee of each Fund currently consists of the following Board Members, all of whom are Independent Board Members: Catherine A. Lynch (Chair) Frank J. Fabozzi Lorenzo A. Flores J. Phillip Holloman ADDITIONAL INFORMATION Investment Manager, Sub-Advisers and Administrators The investment manager, sub-adviser(s), if any, and administrator(s), if any, of each Fund are identified in Appendix I. 5% Share Ownership As of September 11, 2023, to the best of each Fund’s knowledge, the persons listed in Appendix J owned more than 5% of the outstanding shares of the class of such Fund indicated. Submission of Shareholder Proposals The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 50 Hudson Yards, New York, NY 10001, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal 25
concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made. Shareholder Communications Shareholders who want to communicate with the Board or any individual Board Member should to the attention of the Secretary of their Fund, 50 Hudson Yards, New York, NY 10001. The communication should indicate that you are a Fund shareholder. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance and Nominating Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Funds’ Chief Compliance Officer, 50 Hudson Yards, New York, NY 10001. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis. Expense of Proxy Solicitation Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Fund(s). Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote. Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of BlackRock, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds have retained Computershare Fund Services, located at PO Box 5696, Hauppauge, NY 11788-2847, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of the Funds, the funds in the BlackRock Fixed-Income Complex that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”) and BlackRock Hedge Fund Guided Portfolio Solution (“GPS”), a closed-end management investment company registered under the 1940 Act that is part of the BlackRock Fixed-Income Complex. It is anticipated that Computershare will be paid, in the aggregate, approximately $368,000 for such services (including reimbursements of out-of-pocket expenses), of which approximately $223,000 will be payable by the Funds. Computershare may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund. 26
General Management does not intend to present and does not have reason to believe that any items of business other than voting with respect to Proposal 1 will be presented at the Meeting. However, if other matters are properly presented at the Meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds. A list of each Fund’s shareholders of record as of the Record Date will be available electronically for inspection at the Meeting upon request. For Funds organized as a Delaware Trust, a list of shareholders of each Fund as of the Record Date will be available for inspection at the offices of the Fund, 100 Bellevue Parkway, Wilmington, DE 19809, beginning ten days prior to the date of the Meeting. The Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of the holders of a majority of the shares present (in person or by proxy and entitled to vote at the Meeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to adjourn the Meeting may be used in the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent with applicable state law and each Fund’s Bylaws, including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules. Please vote promptly by signing and dating each enclosed proxy card or voting instruction form, and returning it (them) in the accompanying postage-paid return envelope OR by following the instructions on the enclosed proxy card(s) or voting instruction form(s) to vote by telephone or via the Internet. By Order of the Boards, Janey Ahn Secretary of the Funds September 18, 2023 27
Appendix A – Fund Information/Quorum and Voting Requirements The following table lists (i) each Fund, (ii) the Portfolios, if any, of each Fund, (iii) the form of organization of each Fund, (iv)(iii) the voting rights of shares of/interests in each Fund, (v)(iv) the quorum requirement for each Fund and (vi)(v) the vote required to approve Proposals 1(a) or 1(b), as applicable,Proposal 1 with respect to each Fund. The Funds are listed in bold type. Portfolios that are series of a Fund are listed in italics under the name of the Fund. References to “shares” mean (i) if the Fund is organized as a trust, the units of beneficial interest of the Fund, (ii) if the Fund is organized as a corporation, the shares of stock of the Fund and (iii) if the Fund is organized as a limited liability company, the limited liability company interests of the Fund. Group A Funds
| | | | | | | | | FundFund/Portfolio1
| | Form of
Organization
| | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 1(a)132 | BlackRock Advantage Global Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Balanced Capital Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Basic Value Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Capital Appreciation Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Equity Dividend Fund2
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy |
| | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum
Requirement
| | Vote Required to
Approve Proposal 1(a)3
| BlackRock EuroFund2
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | BlackRock Focus Growth Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Funds II
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock 20/80 Target Allocation Fund
| | | | | | | | | | | | | | BlackRock 40/60 Target Allocation Fund
| | | | | | | | | | | | | | BlackRock 60/40 Target Allocation Fund
| | | | | | | | | | | | | | BlackRock 80/20 Target Allocation Fund
| | | | | | | | | | | | | | BlackRock Dynamic High Income Portfolio
| | | | | | | | | | | | | | BlackRock Global Dividend Portfolio
| | | | | | | | | | | | | | BlackRock LifePath® Smart Beta 2020 Fund
| | | | | | | | | | | | | | BlackRock LifePath® Smart Beta 2025 Fund
| | | | | | | | | | | | | | BlackRock LifePath® Smart Beta 2030 Fund
| | | | | | | | | | | | | | BlackRock LifePath®Smart Beta 2035 Fund
| | | | | | | | | | | | | | BlackRock LifePath® Smart Beta 2040 Fund
| | | | | | | | | | | | | | BlackRock LifePath®Smart Beta 2045 Fund
| | | | | | | | | | | | | | BlackRock LifePath®Smart Beta 2050 Fund
| | | | | | | | | | | | | | BlackRock LifePath®Smart Beta 2055 Fund
| | | | | | | | |
| | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum
Requirement
| | Vote Required to
Approve Proposal 1(a)3
| BlackRock LifePath®Smart Beta 2060 Fund
| | | | | | | | | | | | | | BlackRock LifePath®Smart Beta Retirement Fund
| | | | | | | | | | | | | | BlackRock Managed Income Fund
| | | | | | | | | | | | | | BlackRock Multi-Asset Income Portfolio
| | | | | | | | | | | | | | BlackRock Global Allocation Fund, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Long-Horizon Equity Fund
| | Delaware
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock Mid Cap Dividend Series, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Mid Cap Dividend Fund
| | | | | | | | | | | | | | BlackRock Natural Resources Trust2
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | FDP Series, Inc.
| | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | FDP BlackRock Capital Appreciation Fund
| | | | | | | | | | | | | | FDP BlackRock Equity Dividend Fund
| | | | | | | | | | | | | | FDP BlackRock International Fund
| | | | | | | | |
| | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum
Requirement
| | Vote Required to
Approve Proposal 1(a)3
| Managed Account Series
| | Delaware
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | Advantage Global SmallCap Fund
| | | | | | | | | | | | | | BlackRock GA Disciplined Volatility Equity Fund
| | | | | | | | | | | | | | BlackRock GA Enhanced Equity Fund
| | | | | | | | | | | | | | Mid Cap Dividend Fund
| | | | | | | | | | | | | | Master Advantage U.S. Total Market LLC2
| | Delaware LLC | | Each holder of an interest shall be entitled to a vote proportionate to its interest as recorded on the books of the Fund | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | Master Focus Growth LLC2
| | Delaware LLC | | Each holder of an interest shall be entitled to a vote proportionate to its interest as recorded on the books of the Fund | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy |
1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund.
|
2 | | Denotes Funds in which abstentions and brokernon-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(a).
|
3 | | The quorum requirement for a Portfolio of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal 1(a), the quorum requirement applies to all shareholders of the Fund as a whole. The approval of the shareholders of all Portfolios that are series of the Fund voting together is required.
|
Group B Funds
| | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum
Requirement
| | Vote Required to
Approve Proposal 1(b)3
| BlackRock Allocation Target Shares | | Delaware Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | Plurality of shares entitled to vote | | | | | | BATS: Series A Portfolio | | | | | | | | | | | | | | BATS: Series C Portfolio | | | | | | | | | | | | | | BATS: Series E Portfolio | | | | | | | | | | | | | | BATS: Series M Portfolio | | | | | | | | | | | | | | BATS: Series P Portfolio | | | | | | | | | | | | | | BATS: Series S Portfolio | | | | | | | | |
| | | | | | | | | Fund1BATS: Series V Portfolio
| | Form of
Organization
| | Voting Rights
| | Quorum
Requirement
| | Vote Required to
Approve Proposal 1(b)3
| | | | | | | BlackRock Bond Fund, Inc. | | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | BlackRock Sustainable Total Return Fund | | | | | | | | | | | | | | BlackRock California Municipal Series Trust2
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | BlackRock California Municipal OpportunitiesTotal Return Fund | | | | | | | | | | | | | | BlackRock Funds V
| | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock Core Bond Portfolio
| | | | | | | | | | | | | | BlackRock Credit Strategies Income Fund
| | | | | | | | | | | | | | BlackRock Emerging Markets Bond Fund
| | | | | | | | | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
| | | | | | | | | | | | | | BlackRock Emerging Markets Local Currency Bond Fund
| | | | | | | | | | | | | | BlackRock Floating Rate Income Portfolio
| | | | | | | | | | | | | | BlackRock GNMA Portfolio
| | | | | | | | | | | | | | BlackRock High Yield Bond Portfolio
| | | | | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio
| | | | | | | | | | | | | | BlackRock Low Duration Bond Portfolio
| | | | | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio
| | | | | | | | | | | | | | BlackRock U.S. Government Bond Portfolio
| | | | | | | | |
A-1
| | | | | | | | | FundFund/Portfolio1
| | Form of
Organization | | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 1(b)132 | BlackRock Multi-StateCalifornia Municipal Series Trust2 | | Massachusetts Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | BlackRock New JerseyCalifornia Municipal BondOpportunities Fund | | | | | | | | | | | | | | | BlackRock ETF Trust II | | Delaware Trust | | Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote | | Holders of one-third of the shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock AAA CLO ETF | | | | | | | | | | | | | | BlackRock New York Municipal Opportunities FundFlexible Income ETF | | | | | | | | | | | | | | BlackRock Pennsylvania Municipal Bond FundFloating Rate Loan ETF | | | | | | | | | | | | | | BlackRock MunicipalHigh Yield Muni Income Bond Fund, Inc.ETF | | Maryland | | | | | | | | | | | | BlackRock Intermediate Muni Income Bond ETF | | | | | | | | | | | | | | BlackRock Short-Term California Muni Bond ETF | | | | | | | | | | | | | | iShares Large Cap Deep Buffer ETF | | | | | | | | | | | | | | iShares Large Cap Moderate Buffer ETF | | | | | | | | |
A-2
| | | | | | | | | Fund/Portfolio1 | | Form of
CorporationOrganization | | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 12 | | BlackRock Funds IV | | Massachusetts Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majorityplurality of the votes castshares voted | | | | | | BlackRock High Yield MunicipalGlobal Long/Short Credit Fund | | | | | | | | | | | | | | BlackRock National MunicipalSustainable Advantage CoreAlpha Bond Fund | | | | | | | | | | | | | | BlackRock Short-Term MunicipalSystematic Multi-Strategy Fund | | | | | | | | | | | | | | | BlackRock Funds V | | Massachusetts Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock Core Bond Portfolio | | | | | | | | | | | | | | BlackRock Floating Rate Income Portfolio | | | | | | | | | | | | | | BlackRock GNMA Portfolio | | | | | | | | | | | | | | BlackRock High Yield Bond Portfolio | | | | | | | | | | | | | | BlackRock Impact Mortgage Fund | | | | | | | | | | | | | | BlackRock Income Fund | | | | | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | | | | | | | | | | | | | BlackRock Low Duration Bond Portfolio | | | | | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | | | | | | |
A-3
| | | | | | | | | Fund/Portfolio1 | | Form of
Organization | | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 12 | BlackRock Sustainable Emerging Markets Bond Fund | | | | | | | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | | | | | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | | | | | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | | | | | | | | | | | | | | BlackRock Funds VI | | Delaware Trust | | Each share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of Net Asset Value (number of shares owned times Net Asset Value per share) of shares outstanding in such holders name on the books of the trust | | Holders of one-third of the shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | | | | | | | | | | | | BlackRock Multi-State Municipal Series Trust2 | | Massachusetts
Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | | | | | | BlackRock StrategicNew Jersey Municipal OpportunitiesBond Fund | | | | | | | | | | | | | | BlackRock Strategic GlobalNew York Municipal Opportunities Fund | | | | | | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | | | | | | |
A-4
| | | | | | | | | Fund/Portfolio1 | | Form of
Organization | | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 12 | | BlackRock Municipal Bond Fund, Inc. | | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | FDP Series II, Inc.BlackRock High Yield Municipal Fund
| | | | | | | | | | | | | | BlackRock Impact Municipal Fund | | | | | | | | | | | | | | BlackRock National Municipal Fund | | | | | | | | | | | | | | BlackRock Short-Term Municipal Fund | | | | | | | | | | | | | | | BlackRock Municipal Series Trust | | Massachusetts Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A majority of the shares present in person or represented by proxy | BlackRock Strategic Municipal Opportunities Fund | | | | | | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | Maryland
Corporation | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders ofone-third a majority of the shares entitled to vote, present in person or by proxy | | A majority of the votes cast | | | | | | FDP BlackRock CoreAlpha Bond Fund
| | | | | | | | | | | | | | Managed Account Series II | | Delaware Trust | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | | | | | | BlackRock U.S. Mortgage Portfolio | | | | | | | | |
A-5
| | | | | | | | | FundFund/Portfolio1
| | Form of
Organization | | Voting Rights | | Quorum
Requirement | | Vote Required to
Approve Proposal 1(b)132 | Master Bond LLC | | Delaware LLC | | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction | | Holders of a majority of shares entitled to vote, present in person or by proxy | | A plurality of shares voted | Master Total Return Portfolio | | | | | | | | | | | | | | Master Total ReturnInvestment Portfolio II | | Delaware Trust | | The interestholder shall be entitled to a vote in proportion to its interest relative to total outstanding interest in the trust or the affected series or class, as the case may be | | Holders of thirty percent of outstanding interests | | A majority of shares voted | Advantage CoreAlpha Bond Master Portfolio | | | | | | | | |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | Denotes Funds in which abstentions and brokernon-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(b).
|
3 | | The quorum requirement for a series of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal 1(b),1, the quorum requirement applies to all shareholders of the Fund as a whole. The approval of the shareholders of all relevant FundsPortfolios that are series of the applicable Fund voting together is required. |
A-6
Appendix B – Master/Feeder Structures The following chart identifies the Funds and Portfolios that are organized in master/feeder structures: | | | Master Fund1 | | Feeder Fund(s)Fund1 | Master Advantage U.S. Total Market LLC
| | BlackRock Advantage U.S. Total Market Fund, Inc. | | | Master Bond LLC Master Total Return Portfolio | | BlackRock Bond Fund, Inc. BlackRock Total Return Fund | | | Master Focus Growth LLCInvestment Portfolio II | | BlackRock Focus Growth Fund, Inc. |
Appendix C – Additional Information for Balanced Capital Fund’s Shareholders Relating to the Election of Nominees to the Board of Directors ofAdvantage CoreAlpha Bond Master Large Cap Series LLC
Proposal to Elect Nominees to the Board of Directors of Master Large Cap Series LLC
In Proposal 3(a) described in this Proxy Statement, shareholders of Balanced Capital Fund are being asked to submit voting instructions to Balanced Capital Fund with respect to how Balanced Capital Fund, as a beneficial owner of Master Large Cap Series LLC (“Master Large Cap”), should vote in the election of nominees to the board of directors of Master Large Cap (the “Master Large Cap Board”). Balanced Capital Fund invests in Master Advantage Large Cap Core Portfolio a series of Master Large Cap.
Master Large Cap is an Equity-Liquidity Fund and is seeking votes from its shareholders (i.e., Balanced Capital Fund and any other funds that invest in series of Master Large Cap) in a separate proxy statement (the “Equity-Liquidity Proxy Statement”), which is available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website atwww.sec.gov.
The Notice of Joint Special Meetings of Shareholders of the Equity-Liquidity Funds in the Equity-Liquidity Proxy Statement sets forth the following proposal pursuant to which Balanced Capital Fund will vote as a shareholder of Master Large Cap:
| PROPOSAL 1(a) | To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.
|
For purposes of the Equity-Liquidity Proxy Statement, Master Large Cap is categorized as a “Group A Fund.”
The nominees to the Master Large Cap Board are the same fifteen individuals nominated for election to the Boards of the Group A Funds described in this Proxy Statement. Accordingly, shareholders of Balanced Capital Fund may refer to the information relating to the Board II Nominees (i.e., the Board Nominees to the Boards of the Group A Funds) in providing voting instructions to Balanced Capital Fund as contemplated by Proposal 3(a) in this Proxy Statement.
Additional Information Regarding Master Large Cap and its Series
The following information regarding Master Large Cap and its series, including Master Advantage Large Core Portfolio, has been provided to Balanced Capital Fund, as a shareholder of Master Large Cap, in the Equity-Liquidity Proxy Statement.
Fund Information/Quorum and Voting Requirements
| | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum Requirement
| | Vote
Required to
Approve
Proposal 1(a) as
set forth in
Equity-Liquidity
Proxy Statement3
| Master Large Cap Series LLC2
| | Delaware LLC | | Each holder of an interest in a series shall be entitled to a vote proportionate to its interest in the Fund. | | Holders of a majority of the interests entitled to vote, present in person or by proxy | | A majority of the interests present at the Meeting |
BlackRock Funds VI | | | | | | | | | Fund1
| | Form of
Organization
| | Voting Rights
| | Quorum Requirement
| | Vote
Required to
Approve
Proposal 1(a) as
set forth in
Equity-Liquidity
Proxy Statement3
| | | | | | Series
| | | | | | | | | | | | | | MasterBlackRock Advantage Large Cap Core PortfolioCoreAlpha Bond Fund
| | | | | | | | | Master Advantage Large Cap Value Portfolio
| | | | | | | | | Master Large Cap Focus Growth Portfolio
| | | | | | | | |
| 1 | | The Portfolios of series of Master Large CapFunds are set forth below the name of the fund. |
2 | | Denotes fund in which abstentions and brokernon-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(a) as set forth in the Equity-Liquidity Proxy Statement.
|
3 | | The quorum requirement for a series of Master Large Cap is the same as that listed for Master Large Cap. However, when applying such quorum requirement to the Fund for purposes of Proposal 1(a) set forth in the Equity-Liquidity Proxy Statement, the quorum requirement applies to all shareholders of Master Large Cap as a whole. The approval of the shareholders of all series of Master Large Cap voting together is required.
applicable Fund. |
Shares Outstanding/VotesB-1
| | | | | Fund/Portfolio | |
Number of
Votes
| | Master Large Cap Series LLC
| | | | | Master Advantage Large Cap Core Portfolio
| | | 3,101,341,429.00 | | Master Advantage Large Cap Value Portfolio
| | | 656,477,671.00 | | Master Large Cap Focus Growth Portfolio
| | | 835,562,649.00 | |
Existing Members of the Master Large Cap Board Not SeekingRe-Election
Certain biographical and other information relating to the existing members of the Master Large Cap Board who are not seekingre-election as a result of their retirement is set forth below. The terms of the existing members of the Master Large Cap Board listed below will end on December 31, 2018.
| | | | | | | | | Name and
Year of Birth1, 2
| | Current
Position(s)
Held
(Length of
Service)3
| | 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
| Independent Master Large Cap Board Members
| | | | | | | | | | Rodney D. Johnson
1941 | | Chair of the Existing Master Large Cap Board and Board Member
(Since 2007)
| | President, Fairmount Capital Advisors, Inc. from 1987 to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011; Director, The Mainstay(non-profit) since 2016. | | 28 RICs consisting of 141 Portfolios | | None |
| | | | | | | | | Name and
Year of Birth1, 2
| | Current
Position(s)
Held
(Length of
Service)3
| | 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
| | | | | | Robert C. Robb, Jr.4
1945 | | Master Large Cap Board Member (Since 2007) | | Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981 and Principal since 2010. | | 28 RICs consisting of 141 Portfolios | | None | | | | | | Frederick W. Winter4
1945 | | Master Large Cap Board Member (Since 2007) | | Director, Alkon Corporation since 1992; Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh, Dean and Professor from 1997 to 2005, Professor until 2013. | | 28 RICs consisting of 141 Portfolios | | None |
1 | | The address of each Existing Board Member is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.
|
2 | | Members of the Master Large Cap Board who are not “interested persons” (as defined in the 1940 Act) of Master Large Cap (“Independent Master Large Cap Board Members”) 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 Master Large Cap Board Members on acase-by-case basis, as appropriate. The Board has approved extending the mandatory retirement age for Rodney D. Johnson until December 31, 2018.
|
3 | | Date shown is the earliest date since which an Existing Board Member has served for a Fund covered by this Proxy Statement. Following the combination of Merrill Lynch Investment Managers, L.P. (“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. As a result, although the chart shows certain Existing Board Members as joining the Boards in 2007, those Existing Board Members first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Rodney D. Johnson, 1995; Robert C. Robb, Jr., 1999 and Frederick W. Winter, 1999.
|
4 | | Messrs. Robb and Winter are expected to serve as consultants to the Independent Board Members of each Group A Fund. Messrs. Robb and Winter are not Nominees and shareholders are not being asked to elect them to the Board of each Group A Fund. It is anticipated that Messrs. Robb and Winter will each serve as a consultant to the Independent Board Members of each Group A Fund through the end of the calendar year in which they turn 75 years old.
|
The table below discusses some of the experiences, qualifications and skills of each of the existing members of the Master Large Cap Board who are not seekingre-election as a result of their retirement.
| | | Existing Board
Members
| | Experience, Qualifications and Skills
| Independent Master Large Cap Board Members
| | | | | Rodney D. Johnson
| | Rodney D. Johnson has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 25 years of experience as a financial advisor covering a range of engagements, which has broadened his knowledge of and experience with the investment management business. Prior to founding Fairmount Capital Advisors, Inc., Mr. Johnson served as Chief Financial Officer of Temple University for four years. He served as Director of Finance and Managing Director, in addition to a variety of other roles, for the City of Philadelphia, and has extensive experience in municipal finance. Mr. Johnson was also a tenured associate professor of finance at Temple University and a research economist with the Federal Reserve Bank of Philadelphia. |
| | | Existing Board
Members
| | Experience, Qualifications and Skills
| Robert C. Robb, Jr.
| | Robert C. Robb, Jr. has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Robb has over 30 years of experience in management consulting and has worked with many companies and business associations located throughout the United States, including being a former director of PNC Bank Board and a former director of Brinks, Inc. Mr. Robb brings to the Board a wealth of practical business experience across a range of industries. | | | Frederick W. Winter
| | Frederick W. Winter has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. The Board benefits from Mr. Winter’s years of academic experience, having served as a professor and dean emeritus of the Joseph M. Katz Graduate School of Business at the University of Pittsburgh since 2005, and dean thereof from 1997 to 2005. He is widely regarded as a specialist in marketing strategy, marketing management,business-to-business marketing and services marketing. He has also served as a consultant to more than 50 different firms. |
Master Large Cap Board Leadership Structure and Oversight
The Master Large Cap Board (which, for purposes of this section, may be referred to as the “Board”) currently consists of thirteen members, eleven of whom are Independent Master Large Cap Board Members. The investment companies registered under the Investment Company Act that are advised by BlackRock or its affiliates are organized into one complex ofclosed-end funds, two complexes ofopen-end funds (the Equity-Bond Complex and the Equity-Liquidity Complex) and one complex of exchange-traded funds (each, a “BlackRock Fund Complex”). Master Large Cap (which, for purposes of this section, may be referred to as the “Fund”) currently is included in the Equity-Liquidity Complex.
The Master Large Cap Board has overall responsibility for the oversight of Master Large Cap. The Chair of the Board is an Independent Master Large Cap Board Member, and the Chair of each Board committee (each, a “Committee”) is an Independent Master Large Cap Board Member. The Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee (defined, for purposes of this section, as the “Governance Committee”), a Compliance Committee, a Performance Oversight and Contract Committee and an Executive Committee. The Board does not have a compensation committee because the executive officers of the Fund, other than the Fund’s Chief Compliance Officer (“CCO”), do not receive any direct compensation from the Fund and the CCO’s compensation is comprehensively reviewed by the Board. The role of the Chair of the Board is to preside at all meetings of the Board, and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Board or the Chair of a Committee may also perform such other functions as may be delegated by the Board or the Committees from time to time. The Independent Master Large Cap Board Members meet regularly outside the presence of Fund management, in executive session or with other service providers to the Fund. The Board has regular in person meetings five times a year, including a meeting to consider the approval of the Fund’s investment management agreements, and if necessary, may hold special meetings before the next regular meeting. Each Committee of the
Board meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. The Board and each standing Committee conducts annual assessments of their oversight function and structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.
The Master Large Cap Board has engaged BlackRock to manage the Fund series on aday-to-day basis. The Board is responsible for overseeing BlackRock, other service providers, the operations of the Fund and associated risks in accordance with the provisions of the Investment Company Act, state law, other applicable laws, the Fund’s charter, and the Fund’s investment objective(s) and strategies. The Board reviews, on an ongoing basis, the Fund’s performance, operations, and investment strategies and techniques. The Board also conducts reviews of BlackRock and its role in running the operations of the Fund.
Day-to-day risk management with respect to the Fund is the responsibility of BlackRock or other service providers (depending on the nature of the risk), subject to the supervision of BlackRock. The Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by BlackRock or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Fund. Risk oversight is part of the Master Large Cap Board’s general oversight of the Fund and is addressed as part of various Board and Committee activities. The Board, directly or through Committees, also reviews reports from, among others, management, the independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) for the Fund, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Fund and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the members of the Board and facilitates effective oversight of compliance with legal and regulatory requirements and of the Fund’s activities and associated risks. The Board has appointed a Chief Compliance Officer of the Fund, who oversees the implementation and testing of the Fund’s compliance program and reports regularly to the Board regarding compliance matters for the Fund and its service providers. The Independent Master Large Cap Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.
Compensation. Information relating to compensation paid to the members of the Master Large Cap Board for the Fund’s most recent fiscal year is set forth below:
Existing Master Large Cap Board Members SeekingRe-election
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio | | Susan J.
Carter | | | Collette
Chilton | | | Neil A.
Cotty | | | Cynthia A.
Montgomery | | | Joseph P.
Platt | | | Mark
Stalnecker | | | Kenneth
L. Urish | | | Claire A.
Walton | | Master Large Cap Series LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Master AdvantageLarge Cap CorePortfolio | | $ | 4,643 | | | $ | 4,585 | | | $ | 4,643 | | | $ | 4,769 | | | $ | 4,692 | | | $ | 5,063 | | | $ | 4,895 | | | $ | 4,643 | | | | | | | | | | | Master AdvantageLarge Cap ValuePortfolio | | $ | 1,904 | | | $ | 1,846 | | | $ | 1,904 | | | $ | 1,937 | | | $ | 1,861 | | | $ | 2,005 | | | $ | 1,971 | | | $ | 1,904 | | | | | | | | | | | Master Large CapFocus Growth Portfolio | | $ | 2,265 | | | $ | 2,208 | | | $ | 2,265 | | | $ | 2,311 | | | $ | 2,234 | | | $ | 2,357 | | | $ | 2,357 | | | $ | 2,265 | |
Existing Master Large Cap Board Members Not SeekingRe-election
| | | | | | | | | | | | | Fund/Portfolio | | Rodney D.
Johnson | | | Robert C.
Robb, Jr. | | | Frederick
W. Winter | | Master Large Cap Series LLC | | | | | | | | | | | | | Master Advantage Large Cap Core Portfolio | | $ | 6,002 | | | $ | 4,739 | | | $ | 4,662 | | | | | | Master Advantage Large Cap Value Portfolio | | $ | 2,335 | | | $ | 2,000 | | | $ | 1,923 | | | | | | Master Large Cap Focus Growth Portfolio | | $ | 2,820 | | | $ | 2,361 | | | $ | 2,284 | |
Equity Securities Owned by Board Members and Board Nominees. As of August 1, 2018, the members of, and nominees to, the Master Large Cap Board did not own any shares of beneficial interest in Master Large Cap. As of August 1, 2018, each existing member of, and nominee to, the Master Large Cap Board owned in the aggregate over $100,000 of equity securities in all funds overseen or to be overseen by the existing member of, or nominee to, the Master Large Cap Board in the BlackRock Fund Complexes.
Attendance of Board Members at Shareholders’ Meetings. Master Large Cap does not currently have a formal policy regarding directors’ attendance at shareholders’ meetings. Master Large Cap did not hold, nor was it required to hold, a shareholders’ meeting at which directors were elected during its last fiscal year.
Board Meetings. During the fiscal year ended September 30, 2018, the Master Large Cap Board met seven times.
No incumbent member of the Master Large Cap Board attended less than 75% of the aggregate number of meetings of the Board and of each Committee on which the member of the Master Large Cap Board served during the Fund’s most recently completed fiscal year.
Standing Committees of the Board. Information relating to the various standing committees of the Master Large Cap Board is set forth below.
The existing Master Large Cap Board has established the following standing committees for the Fund.
Audit Committee. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of the Fund’s Independent Registered Public Accounting Firm and to oversee the Independent Registered Public Accounting Firm’s work. The Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for the Fund; (3) review the conduct and results of each independent audit of the Fund’s annual financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Fund and the internal controls of the Fund and certain service providers; (5) oversee the performance of the Fund’s Independent Registered Public Accounting Firm; (6) review and discuss with management and the Fund’s Independent Registered Public Accounting Firm the performance and findings of the Fund’s internal auditors; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to the Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. The Board has adopted a written charter for the Audit Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.
The Audit Committee of Master Large Cap met four times during the fiscal year ended September 30, 2018.
The current members of Master Large Cap’s Audit Committee, all of whom are Independent Master Large Cap Board Members, are as follows:
Kenneth L. Urish (Chair)
Neil A. Cotty
Claire A. Walton
Frederick W. Winter
Effective January 1, 2019, it is anticipated that Henry R. Keizer will serve as Chair of the Audit Committee of Master Large Cap, subject to shareholder election of the nominees to the Master Large Cap Board.
Governance and Nominating Committee. The principal responsibilities of the Governance Committee are to (1) identify individuals qualified to serve as Independent Board Members of the Fund and recommend Independent Board Member nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Board Member compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Board Members; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. The Governance Committee of the Board may consider nominations for the office of Board Member made by Fund shareholders as it deems appropriate. The Governance Committee may consider nominees recommended by a shareholder. Fund shareholders who wish to recommend a nominee to the Governance Committee in the future should send such recommendation to the Secretary of the Fund that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. The Board has adopted a written charter for the Governance Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/forms/eb-el-open-end-funds-governance-committee-charters.pdf.
The Governance Committee of Master Large Cap met seven times during the fiscal year ended September 30, 2018.
The current members of Master Large Cap’s Governance Committee, all of whom are Independent Master Large Cap Board Members, are as follows:
Cynthia A. Montgomery (Chair)
Susan J. Carter
Collette Chilton
Robert C. Robb, Jr.
Effective January 1, 2019, it is anticipated that Cynthia A. Montgomery will serve as Chair of the Governance Committee of Master Large Cap, subject to shareholder election of the nominees to the Master Large Cap Board.
The Governance Committee of the Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so
that the Board will be better suited to fulfill its responsibility of overseeing the Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing the Fund in determining whether one or more new Board Members should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee of the Board believes that the Board Nominees as a group possess the array of skills, experiences and backgrounds necessary to guide the Fund. The Board Nominees’ biographies included in this Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Fund. The Governance Committee may, but is not required to, engage the services of a third-party firm at the relevant Fund’s expense to identify and assist in evaluating potential Board candidates.
Further, the Board has adopted Board Member qualification requirements, including: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements.
Compliance Committee. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the Fund, the fund-related activities of BlackRock and anysub-adviser and the Fund’s third-party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of the Fund and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning the Fund’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding the Fund’s CCO, including determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. The Board of the Fund has adopted a written charter for the Fund’s Compliance Committee.
The Compliance Committee of Master Large Cap met four times during the fiscal year ended September 30, 2018.
The current members of Master Large Cap’s Compliance Committee, all of whom are Independent Master Large Cap Board Members, are as follows:
Joseph P. Platt (Chair)
Neil A. Cotty
Robert C. Robb, Jr.
Claire A. Walton
Effective January 1, 2019, it is anticipated that Lena G. Goldberg will serve as Chair of the Compliance Committee of Master Large Cap, subject to shareholder election of the nominees to the Master Large Cap Board.
Performance Oversight Committee. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee the Fund’s investment performance relative to its agreed-upon performance objectives and to assist the Independent Board Members in their consideration of investment advisory agreements. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of the Fund’s investment objective, policies and practices; (2) review information on the Fund’s investment performance; (3) review information on
appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of the Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental andnon-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Board of the Fund has adopted a written charter for the Performance Oversight Committee.
The Performance Oversight Committee of Master Large Cap met four times during the fiscal year ended September 30, 2018.
The current members of Master Large Cap’s Performance Oversight Committee, all of whom are Independent Master Large Cap Board Members, are as follows:
Mark Stalnecker (Chair)
Susan J. Carter
Collette Chilton
Frederick W. Winter
Effective January 1, 2019, it is anticipated that Donald C. Opatrny will serve as Chair of the Performance Oversight Committee of Master Large Cap, subject to shareholder election of the Master Large Cap Board.
Executive Committee. The principal responsibilities of the Executive Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee by the Master Large Cap Board. The Board of Master Large Cap has adopted a written charter for the Executive Committee.
The Executive Committee of Master Large Cap did not meet during the fiscal year ended September 30, 2018.
The current members of Master Large Cap’s Executive Committee, all of whom are Independent Master Large Cap Board Members (other than Robert Fairbairn, who is an “interested person” of the Fund), are as follows:
Rodney D. Johnson (Chair)
Collette Chilton
Robert Fairbairn
Executive Officers of Master Large Cap
The Executive Officers of Master Large Cap are identical to the Executive Officers of Balanced Capital and the other Equity-Bond Funds set forth inAppendix H.
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants
Audit and Audit-Related Fees
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund Name | | Accounting
Firm* | | | Fiscal Year
End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | Master Large Cap Series LLC | | | | | | | | | | | | | | | | | | | | | | Master Advantage Large Cap Core Portfolio | | | D&T | | | | 9/30 | | | | 36,210 | | | | 36,202 | | | | — | | | | — | | Master Advantage Large Cap Value Portfolio | | | D&T | | | | 9/30 | | | | 33,150 | | | | 33,142 | | | | — | | | | — | | Master Large Cap Focus Growth Portfolio | | | D&T | | | | 6/30 | | | | 33,150 | | | | 33,142 | | | | — | | | | — | |
* | | “D&T” refers to Deloitte & Touche LLP. |
Tax Fees and All Other Fees
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees* | | | All Other Fees | | Fund Name | | Fiscal Year
End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | Master Large Cap Series LLC | | | | | | | | | | | | | | | | | | | | | Master Advantage Large Cap Core Portfolio | | | 9/30 | | | | 13,500 | | | | 13,815 | | | | — | | | | — | | Master Advantage Large Cap Value Portfolio | | | 9/30 | | | | 13,500 | | | | 13,515 | | | | — | | | | — | | Master Large Cap Focus Growth Portfolio | | | 6/30 | | | | 13,500 | | | | 13,515 | | | | — | | | | — | |
* | | All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
AggregateNon-Audit Fees for Services Provided to Master Large Cap and its Affiliated Services ProvidersPre-Approved by the Audit Committee*
| | | | | | | | | | | | | | | | | | | | AggregateNon-Audit Fees | | Fund Name | | | | Fiscal Year
End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | Master Large Cap Series LLC | | | | | | | | | | | | | | | Master Advantage Large Cap Core Portfolio | | | | | 9/30 | | | | 13,500 | | | | 13,815 | | Master Advantage Large Cap Value Portfolio | | | | | 9/30 | | | | 13,500 | | | | 13,515 | | Master Large Cap Focus Growth Portfolio | | | | | 6/30 | | | | 13,500 | | | | 13,515 | |
* | | Non-audit fees of $2,129,000 and $2,154,000 for the calendar years ended December 31, 2017 and December 31, 2016, respectively, were paid in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of each Fund and of other funds in the BlackRock Fund complex for a service organization review and subscription to the Deloitte Accounting Research Tool. These amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per Fund basis. |
Investment Manager,Sub-Advisers and Administrators
The table below identifies all the investment manager,sub-adviser(s), if any, and administrator(s), if any, to the series of Master Large Cap. Additional information about the investment manager is set forth after the table below.
| | | | | | | | | | | Fund/Portfolio
| | Investment
Manager
| | Sub-Adviser(s) | | | Administrator | | Master Large Cap Series LLC
| | | | | | | | | | | Master Advantage Large Cap Core Portfolio
| | BlackRock Advisors, LLC | | | — | | | | — | | Master Advantage Large Cap Value Portfolio
| | BlackRock Advisors, LLC | | | — | | | | — | | Master Large Cap Focus Growth Portfolio
| | BlackRock Advisors, LLC | | | — | | | | — | |
BlackRock Advisors, LLC serves as investment manager to the series of Master Large Cap, and is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Advisors, LLC is an indirect wholly-owned subsidiary of BlackRock, Inc.
BlackRock Investments, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., serves as the principal underwriter for the series of Master Large Cap, and is located at 55 East 52nd Street, New York, New York 10055.
5% Share Ownership
As of September 24, 2018, to the best knowledge of Master Large Cap, the persons listed below owned more than 5% of the outstanding shares of each series of Master Large Cap. Unless otherwise noted, each owner listed below was a record holder that did not beneficially own the shares.
| | | | | | | | | | | Fund and Class
| | Name and Address of Owner
| | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | Master Large Cap Series LLC
| | | | | | Master Advantage Large Cap Core Portfolio
| | *BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Core Fund
100 Bellevue Parkway
Wilmington, Delaware19809-3716
| | | N/A | | | | 75.12 | % | | | | | | | *BlackRock Balanced Capital Fund, Inc.
100 Bellevue Parkway
Wilmington, Delaware19809-3716
| | | N/A | | | | 20.72 | % | | | | | Master Advantage Large Cap Value Portfolio
| | *BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Value Fund
100 Bellevue Parkway
Wilmington, Delaware19809-3716
| | | N/A | | | | 99.99 | % |
| | | | | | | | | | | Fund and Class
| | Name and Address of Owner
| | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | Master Large Cap Focus Growth Portfolio
| | *BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Focus Growth Fund
100 Bellevue Parkway
Wilmington, Delaware19809-3716
| | | N/A | | | | 99.99 | % |
* | | Beneficial owner of shares. |
Appendix DC – Shares Outstanding/Votes
Shareholders of each Fund/Portfolio are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote. The tables below set forth the number of shares outstanding of each class of each Fund/Portfolio and the number of votes to which each such class is entitled as of September 24, 2018:11, 2023: Group A Funds
| | | | | | | | | | | | | | | Fund/Portfolio1 | | Investor A | | Investor C | | Institutional | | Class R | | Service | | Class K | | Investor A1 | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | 16,183 | | — | | 10,000 | | — | | — | | 4,980,000 | | — | | | | | | | | | BlackRock Total Return Fund | | 130,834,155 | | 4,474,619 | | 1,004,014,836 | | 6,960,074 | | 3,842,018 | | 687,121,118 | | 1,769,084 | | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | 54,297,373 | | 4,993,213 | | 136,876,759 | | — | | — | | 7,020,576 | | 6,620,547 | | | | | | | | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | 6,395,962 | | 494,110 | | 86,080,261 | | — | | — | | 25,896,791 | | — | | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | 226,938 | | 11,319 | | 4,052,899 | | — | | — | | 580,542 | | — | | | | | | | | | BlackRock Systematic Multi-Strategy Fund | | 34,328,385 | | 1,820,344 | | 691,106,937 | | — | | — | | 21,173,015 | | — | | | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | 45,256,599 | | 1,789,395 | | 337,730,032 | | 159,520 | | — | | 84,345,419 | | — | | | | | | | | | BlackRock Floating Rate Income Portfolio | | 35,397,226 | | 3,465,500 | | 274,849,965 | | — | | — | | 123,917,314 | | — | BlackRock GNMA Portfolio | | 10,921,611 | | 917,051 | | 19,750,085 | | — | | — | | 10,418,403 | | — | | | | | | | | | BlackRock High Yield Bond Portfolio | | 161,052,146 | | 12,071,643 | | 1,649,835,341 | | 13,801,514 | | 12,130,247 | | 1,081,183,644 | | — | | | | | | | | | BlackRock Impact Mortgage Fund | | 23,825,770 | | 662,636 | | 13,913,284 | | 367,212 | | — | | 1,305,577 | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares Outstanding/Number of Votes | | Fund/Portfolio | | Investor A | | | Investor C | | | Institutional | | | Class R | | | Service | | | Class K | | | Investor C1 | | | BlackRock Advantage Global Fund, Inc. | | | 15,125,530.729 | | | | 4,935,869.92 | | | | 4,583,398.63 | | | | 869,599.34 | | | | — | | | | 215,292.45 | | | | — | | | | | | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | | 11,126,050.00 | | | | 3,188,366.701 | | | | 3,301,064.937 | | | | 1,110,646.14 | | | | — | | | | 90,927.12 | | | | — | | | | | | | | | | | BlackRock Balanced Capital Fund, Inc. | | | 22,175,893.18 | | | | 4,963,168.35 | | | | 18,082,122.99 | | | | 685,688.40 | | | | — | | | | 340,606.936 | | | | — | | | | | | | | | | | BlackRock Basic Value Fund, Inc. | | | 47,078,233.25 | | | | 4,805,242.869 | | | | 40,804,355.742 | | | | 459,545.707 | | | | — | | | | 333,276.10 | | | | — | | | | | | | | | | | BlackRock Capital Appreciation Fund, Inc. | | | 56,102,801.818 | | | | 11,935,652.696 | | | | 18,104,604.872 | | | | 3,250,711.026 | | | | — | | | | 16,750,832.868 | | | | — | | | | | | | | | | | BlackRock Equity Dividend Fund | | | 209,014,482.39 | | | | 95,962,820.42 | | | | 472,191,716.13 | | | | 31,147,056.20 | | | | 3,648,048.66 | | | | 90,503,913.907 | | | | 70,597.56 | | | | | | | | | | | BlackRock EuroFund | | | 9,670,922.12 | | | | 704,424.48 | | | | 2,763,956.674 | | | | 48,852.20 | | | | — | | | | 62,863.35 | | | | — | | | | | | | | | | | BlackRock Focus Growth Fund, Inc. | | | 20,036,116.18 | | | | 7,950,024.32 | | | | 13,893,199.738 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | | 10,748,863.824 | | | | 8,101,515.44 | | | | 3,664,706.19 | | | | 1,230,744.753 | | | | — | | | | 286,827.20 | | | | — | | | | | | | | | | BlackRock 40/60 Target Allocation Fund | | | 14,138,161.919 | | | | 8,612,191.915 | | | | 5,416,271.41 | | | | 1,529,355.732 | | | | — | | | | 404,432.16 | | | | — | | | | | | | | | | BlackRock 60/40 Target Allocation Fund | | | 21,202,054.49 | | | | 8,001,226.37 | | | | 7,905,682.48 | | | | 1,392,024.50 | | | | — | | | | 1,370,824.55 | | | | — | | | | | | | | | | BlackRock 80/20 Target Allocation Fund | | | 12,779,894.09 | | | | 4,434,271.21 | | | | 8,699,330.16 | | | | 924,895.37 | | | | — | | | | 1,085,780.703 | | | | — | | | | | | | | | | BlackRock Dynamic High Income Portfolio | | | 6,608,104.527 | | | | 3,192,610.21 | | | | 59,376,345.49 | | | | — | | | | — | | | | 229,003.70 | | | | — | | | | | | | | | | BlackRock Global Dividend Portfolio | | | 37,390,441.23 | | | | 24,896,337.889 | | | | 122,633,677.565 | | | | — | | | | — | | | | 7,064,515.43 | | | | — | | | | | | | | | | BlackRock LifePath®Smart Beta 2020 Fund | | | 1,174,648.18 | | | | — | | | | 202,389.525 | | | | 582,867.03 | | | | — | | | | 98,294.15 | | | | — | | | | | | | | | | BlackRock LifePath®Smart Beta 2025 Fund | | | 1,536,378.16 | | | | — | | | | 195,604.508 | | | | 281,561.647 | | | | — | | | | 223,604.16 | | | | — | | | | | | | | | | BlackRock LifePath®Smart Beta 2030 Fund | | | 1,373,857.904 | | | | — | | | | 169,004.794 | | | | 437,297.773 | | | | — | | | | 149,597.879 | | | | — | | | | | | | | | | BlackRock LifePath®Smart Beta 2035 Fund | | | 830,779.727 | | | | — | | | | 140,187.44 | | | | 261,545.30 | | | | — | | | | 225,073.39 | | | | — | |
C-1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares Outstanding/Number of Votes | Fund/Portfolio | | Investor A | | | Investor C | | | Institutional | | | Class R | | | Service | | | Class K | | | Investor C1 | BlackRock LifePath®Smart Beta 2040 Fund | | | 776,395.23 | | | | — | | | | 58,089.896 | | | | 431,041.06 | | | | — | | | | 183,241.856 | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2045 Fund | | | 532,775.934 | | | | — | | | | 64,763.622 | | | | 134,623.33 | | | | — | | | | 128,772.599 | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2050 Fund | | | 757,641.10 | | | | — | | | | 38,120.13 | | | | 261,935.21 | | | | — | | | | 77,098.64 | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2055 Fund | | | 39,477.13 | | | | — | | | | 22,645.16 | | | | 20,027.686 | | | | — | | | | 247,659.681 | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2060 Fund | | | 2,680.13 | | | | — | | | | 2,000.00 | | | | 2,441.40 | | | | — | | | | 94,010.06 | | | — | | | | | | | | | BlackRock LifePath®Smart Beta Retirement Fund | | | 683,371.633 | | | | — | | | | 224,089.17 | | | | 210,695.845 | | | | — | | | | 45,540.32 | | | — | | | | | | | | | BlackRock Managed Income Fund | | | 8,937,217.48 | | | | 737,612.16 | | | | 7,263,009.41 | | | | — | | | | — | | | | 6,368,281.11 | | | — | | | | | | | | | BlackRock Multi-Asset Income Portfolio | | | 377,018,734.526 | | | | 240,468,303.574 | | | | 862,839,406.954 | | | | — | | | | — | | | | 50,234,295.417 | | | — | | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | | 575,531,636.32 | | | | 333,404,024.665 | | | | 723,365,485.714 | | | | 46,028,364.10 | | | | — | | | | 69,517,956.23 | | | — | | | | | | | | | | BlackRock Long-Horizon Equity Fund | | | 15,112,007.46 | | | | 1,485,767.596 | | | | 3,458,650.35 | | | | 85,411.905 | | | | — | | | | — | | | — | | | | | | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | | 10,251,161.23 | | | | 1,684,154.853 | | | | 5,373,174.806 | | | | 2,540,934.33 | | | | — | | | | 214,820.40 | | | — | | | | | | | | | | BlackRock Natural Resources Trust | | | 3,846,377.35 | | | | 935,124.09 | | | | 2,111,552.687 | | | | — | | | | — | | | | — | | | — | | | | | | | | | | FDP Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | — | | | — | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | | 3,446,126.632 | | | | 1,647,884.46 | | | | 246,645.56 | | | | — | | | | — | | | | — | | | — | | | | | | | | | FDP BlackRock Equity Dividend Fund | | | 3,662,670.26 | | | | 1,538,059.44 | | | | 266,272.985 | | | | — | | | | — | | | | — | | | — | | | | | | | | | FDP BlackRock International Fund | | | 3,926,580.973 | | | | 1,606,479.11 | | | | 285,053.725 | | | | — | | | | — | | | | — | | | — |
| | | | | | | | | | | | | | | Fund/Portfolio1 | | Investor A | | Investor C | | Institutional | | Class R | | Service | | Class K | | Investor A1 | | | | | | | | | BlackRock Income Fund | | 18,335,886 | | 1,853,320 | | 82,078,838 | | — | | — | | 20,803,909 | | — | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | 39,768,334 | | 3,479,663 | | 134,654,543 | | — | | — | | 63,342,441 | | — | | | | | | | | | BlackRock Low Duration Bond Portfolio | | 78,900,688 | | 3,099,242 | | 412,535,970 | | 245,140 | | — | | 71,744,360 | | 515,945 | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | 105,799,914 | | 11,331,748 | | 2,639,157,073 | | — | | — | | 1,124,589,747 | | — | | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | — | | — | | 19,815 | | — | | — | | 2,502,308 | | — | | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | 683,391 | | 22,724 | | 1,031,276 | | — | | — | | 3,843,104 | | — | | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | 11,942 | | — | | 25,686 | | — | | — | | 4,980,000 | | — | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | 11,808 | | — | | 10,000 | | — | | — | | 4,980,335 | | — | | | | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | 34,784,014 | | 45,339 | | 59,440,115 | | — | | — | | 7,098,803 | | — | | | | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | 9,654,807 | | 1,207,244 | | 16,687,897 | | — | | 652,745 | | 235,560 | | 1,251,615 | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | 48,627,417 | | 4,354,104 | | 58,595,360 | | — | | — | | 778,038 | | 6,461,945 | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | 11,658,469 | | 890,221 | | 24,043,986 | | — | | 109,666 | | 938,133 | | 633,630 |
C-2
| | | | | | | | | | | | | | | Fund/Portfolio1 | | Investor A | | Investor C | | Institutional | | Class R | | Service | | Class K | | Investor A1 | | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | 58,043,717 | | 2,723,154 | | 89,472,952 | | — | | — | | 34,315,868 | | — | | | | | | | | | BlackRock Impact Municipal Fund | | 10,288 | | — | | 13,934 | | — | | — | | 4,986,493 | | — | | | | | | | | | BlackRock National Municipal Fund | | 234,310,917 | | 5,991,621 | | 398,878,021 | | — | | 120,952 | | 342,870,942 | | — | | | | | | | | | BlackRock Short-Term Municipal Fund | | 22,003,414 | | 544,682 | | 31,937,747 | | — | | — | | 4,241,314 | | 1,034,384 | | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | 84,196,083 | | 6,728,966 | | 352,744,856 | | — | | — | | 18,654,753 | | 1,603,619 | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | 14,417,876 | | 673,298 | | 99,744,821 | | — | | — | | 34,557,736 | | — | | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | 2,151,670 | | 128,093 | | 29,506,275 | | — | | — | | — | | — |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
C-3
| | | | | Fund/Portfolio1 | | Shares
Outstanding/Number
of Votes | | Managed Account SeriesBlackRock Allocation Target Shares | | | | | | | Advantage Global SmallCap FundBATS: Series A Portfolio
| | | 6,056,360.38240,775,383 | | | | BATS: Series C Portfolio | | | 45,005,462 | | | | BATS: Series E Portfolio | | | 36,976,930 | | | | BATS: Series M Portfolio | | | 140,552,427 | | | | BATS: Series P Portfolio | | | 1,650,944 | | | | BATS: Series S Portfolio | | | 44,534,720 | | | | BATS: Series V Portfolio | | | 8,071,067 | | | | BlackRock GA Disciplined Volatility Equity FundETF Trust II | | | 503,238.08 | | | | BlackRock GA Enhanced Equity Fund
| | | 503,032.652 | | | | Mid Cap Dividend Fund
| | | 6,224,509.709 | | | | Master Advantage U.S. Total Market LLC | | | 487,938,641.00 | | | | Master Focus Growth LLC | | | 191,319,881.00 | |
Group B Funds
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares Outstanding/Number of Votes | | Fund/Portfolio | | Investor A | | | Investor C | | | Institutional | | | Class R | | | Service | | | Class K | | | Investor
A1 | | | Investor
C1 | | | Investor
C2 | | | Investor
C3 | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Total Return Fund | | | 153,969,853.13 | | | | 21,167,182.27 | | | | 481,643,067.04 | | | | 14,086,306.41 | | | | 10,422,788.10 | | | | 420,597,609.17 | | | | 2,506,641.44 | | | | 971,131.13 | | | | 90,902.26 | | | | — | | | | | | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 57,979,944.509 | | | | 10,557,258.948 | | | | 119,561,985.873 | | | | — | | | | — | | | | 3,534,647.16 | | | | 9,151,986.44 | | | | 189,697.98 | | | | — | | | | — | | | | | | | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | | 46,119,839.14 | | | | 6,717,766.21 | | | | 190,493,762.906 | | | | 315,338.12 | | | | 5,323,664.798 | | | | 74,869,756.40 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock Credit Strategies Income Fund | | | 7,430,914.595 | | | | 2,918,077.599 | | | | 45,004,091.982 | | | | — | | | | — | | | | 1,427,324.19 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock Emerging Markets Bond Fund | | | — | | | | — | | | | 5,020.45 | | | | — | | | | — | | | | 2,495,000.00 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio | | | 1,467,357.27 | | | | 329,043.835 | | | | 4,359,581.48 | | | | — | | | | — | | | | 8,016,889.978 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock Emerging Markets Local Currency Bond Fund | | | — | | | | — | | | | 5,000.00 | | | | — | | | | — | | | | 2,495,000.00 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock Floating Rate Income Portfolio | | | 48,202,416.40 | | | | 11,706,801.41 | | | | 290,992,004.10 | | | | — | | | | — | | | | 44,531,677.854 | | | | — | | | | 967,288.38 | | | | — | | | | — | | | | | | | | | | | | | BlackRock GNMA Portfolio | | | 13,246,872.796 | | | | 4,878,968.871 | | | | 27,053,685.13 | | | | — | | | | 831,779.40 | | | | 2,289,714.45 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | BlackRock High Yield Bond Portfolio | | | 173,547,480.32 | | | | 42,928,713.679 | | | | 1,255,409,715.62 | | | | 16,743,208.04 | | | | 22,596,534.30 | | | | 552,860,595.32 | | | | — | | | | 1,234,474.73 | | | | — | | | | — | | | | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | | 25,984,100.542 | | | | 11,871,868.57 | | | | 147,592,762.093 | | | | — | | | | 2,519,153.75 | | | | 31,404,918.24 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares Outstanding/Number of Votes | Fund/Portfolio | | Investor A | | | Investor C | | | Institutional | | | Class R | | Service | | Class K | | Investor
A1 | | Investor
C1 | | Investor
C2 | | Investor
C3 | BlackRock Low Duration Bond Portfolio | | | 133,557,285.48 | | | | 18,353,922.46 | | | | 447,436,618.98 | | | 467,132.30 | | 3,066,879.49 | | 26,954,748.46 | | 1,007,179.17 | | | | 61,859.34 | | 176,853.47 | | | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | 220,191,439.951 | | | | 57,898,762.541 | | | | 2,668,776,232.09 | | | — | | — | | 784,492,658.763 | | — | | — | | — | | — | | | | | | | | | | | | BlackRock U.S. Government Bond Portfolio | | | 35,389,788.08 | | | | 3,558,418.978 | | | | 16,581,686.20 | | | 1,969,071.26 | | 168,643.736 | | 150,948.584 | | — | | 1,671,719.27 | | — | | — | | | | | | | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 6,931,032.27 | | | | 2,743,503.723 | | | | 14,437,676.707 | | | — | | 710,200.677 | | 165,482.21 | | 1,832,529.09 | | 122,755.79 | | — | | — | | | | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | | 35,053,630.37 | | | | 8,691,555.56 | | | | 45,252,746.31 | | | — | | — | | 282,683.38 | | 9,427,574.50 | | 65,694.93 | | — | | — | | | | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 8,650,970.933 | | | | 2,881,923.25 | | | | 33,100,147.559 | | | — | | 163,815.686 | | 233,601.771 | | 1,194,901.53 | | 142,177.94 | | — | | — | | | | | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 24,911,431.565 | | | | 6,212,767.40 | | | | 61,111,937.889 | | | — | | — | | 1,510,013.40 | | — | | — | | — | | — | | | | | | | | | | | | BlackRock National Municipal Fund | | | 253,302,948.954 | | | | 29,301,821.788 | | | | 293,343,827.823 | | | — | | 234,449.634 | | 290,888,237.28 | | — | | 885,256.28 | | — | | — | | | | | | | | | | | | BlackRock Short-Term Municipal Fund | | | 6,021,535.671 | | | | 1,634,483.26 | | | | 35,738,825.74 | | | — | | — | | 680,791.749 | | 1,659,724.38 | | — | | — | | — | | | | | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 136,848,178.851 | | | | 24,010,593.751 | | | | 585,205,631.07 | | | — | | — | | 6,128,505.681 | | 2,446,640.42 | | — | | — | | — | | | | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 11,711,247.947 | | | | 1,291,184.872 | | | | 35,427,488.21 | | | — | | — | | 5,233,513.836 | | — | | 71,622.29 | | — | | — | | | | | | | | | | | | | FDP Series II, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund | | | 6,052,506.21 | | | | 3,062,855.57 | | | | 466,999.743 | | | — | | — | | — | | — | | — | | — | | — | | | | | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | 2,833,793.736 | | | | 1,235,502.832 | | | | 19,204,812.502 | | | — | | — | | — | | — | | — | | — | | — |
| | | | | Fund/Portfolio
| | Shares Outstanding/Number of Votes | | BlackRock Allocation Target Shares | | | | | | | BATS: Series A PortfolioBlackRock AAA CLO ETF
| | | 82,192,641.988900,000 | | | | BATS: Series C PortfolioBlackRock Flexible Income ETF
| | | 37,610,226.382,900,000 | | | | BATS: Series E PortfolioBlackRock Floating Rate Loan ETF
| | | 16,767,375.00400,000 | | | | BATS: Series M PortfolioBlackRock High Yield Muni Income Bond ETF
| | | 83,055,153.352,800,000 | | | | BATS: Series P PortfolioBlackRock Intermediate Muni Income Bond ETF
| | | 7,866,520.5481,100,000 | | | | BATS: Series S PortfolioBlackRock Short-Term California Muni Bond ETF
| | | 18,458,210.39350,000 | | | | iShares Large Cap Deep Buffer ETF | | | 800,000 | | | | iShares Large Cap Moderate Buffer ETF | | | 440,000 | | | | Master Bond LLC | | | | | | | Master Total Return Portfolio | | | 13,064,073,192.001,125,125,535.86 | | | | Master Investment Portfolio II | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | | 102,105,916.56 | |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
C-4
Appendix ED – Compensation of the Existing Board Members and Board Nominees Each Independent Board Member of the Fundsand non-management Interested Board Member is paid as compensation an annual retainer of $200,000$370,000 per year for his or her services as a Board Member of the BlackRock-advised Funds, including the Funds, and each Independent Board Member and non-management Interested Board Member may also receive a $25,000 Board$10,000 board meeting fee to be paid for each Board meeting up to fivein-personspecial unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, (compensation for meetings in excess of this number to be determined on acase-by-case basis), together without-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. The Chair of the Board of the Funds may, in consultation with the Chair of the Governance Committee, determine that the Independent Board Members be paid a fee of $5,000 per meeting for certain telephonic Board meetings, or a higher fee as approved by the Board. In addition, the Chair of the Boards and the Vice Chair of the Board isare paid as compensation an additional annual retainer of $115,000 per year.$100,000 and $60,000, respectively. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance Committee and PerformanceNominating Committee are each paid as compensation an additional annual retainer of $35,000,$45,000, $37,500, $45,000 and $37,500, respectively. In addition,Each of the members of the Audit Committee, Compliance Committee and Governance and Nominating Committee is paid an additional annual retainer of $30,000, $25,000 and $25,000, respectively, for his or her service on such committee. The Funds will pay a pro rata portion quarterly (based on relative net assets) of the foregoing Board Member fees paid by the funds in the BlackRock Fixed-Income Complex. The Independent Board Members have agreed that a maximum of 50% of each Independent Board Member wasMember’s total compensation paid $10,000 forin-person attendance or $2,000 for telephonic attendance at each of three sessions relatedby funds in the BlackRock Fixed-Income Complex may be deferred pursuant to the proposed realignment and consolidationBlackRock Fixed-Income Complex’s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in shares of the Existing Boards andcertain funds in the BlackRock Fund complexes.Fixed-Income Complex selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such funds in the BlackRock Fixed-Income Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for accounting purposes. The following tables set forth the aggregate compensation paid to each Independent Board Member by each Fund andor Portfolio, as applicable, during its most recently completed fiscal year and the total compensation paid to each Independent Board Member by the BlackRock Fund complexesall BlackRock-advised Funds for the calendar year ended December 31, 2017.2022. Each Fund/Fund’s/Portfolio’s fiscal year end is indicated onAppendices GF and I.H. Mr. Fairbairn and Mr. Perlowski, the other current Board Members of the Funds, who are also Board Nominees, serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and its affiliates. Board II Nominees (Group A Funds)D-1
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio(1) | | Cynthia L.
Egan(2) | | | Frank J.
Fabozzi(2) | | | Lorenzo A.
Flores(2) | | | Stayce D.
Harris(2) | | | J. Phillip
Holloman(2) | | | R. Glenn
Hubbard(2) | | | W. Carl
Kester(2) | | | Catherine A.
Lynch(2) | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | $ | 3,591 | | | $ | 3,341 | | | $ | 3,059 | | | $ | 3,021 | | | $ | 3,226 | | | $ | 4,005 | | | $ | 4,089 | | | $ | 3,565 | | | | | | | | | | | BATS: Series C Portfolio | | $ | 753 | | | $ | 710 | | | $ | 663 | | | $ | 657 | | | $ | 691 | | | $ | 822 | | | $ | 838 | | | $ | 747 | | | | | | | | | | | BATS: Series E Portfolio | | $ | 649 | | | $ | 615 | | | $ | 576 | | | $ | 571 | | | $ | 598 | | | $ | 706 | | | $ | 719 | | | $ | 645 | | | | | | | | | | | BATS: Series M Portfolio | | $ | 1,644 | | | $ | 1,537 | | | $ | 1,415 | | | $ | 1,399 | | | $ | 1,486 | | | $ | 1,822 | | | $ | 1,860 | | | $ | 1,631 | | | | | | | | | | | BATS: Series P Portfolio | | $ | 252 | | | $ | 247 | | | $ | 241 | | | $ | 240 | | | $ | 244 | | | $ | 260 | | | $ | 262 | | | $ | 251 | | | | | | | | | | | BATS: Series S Portfolio | | $ | 731 | | | $ | 692 | | | $ | 646 | | | $ | 640 | | | $ | 675 | | | $ | 798 | | | $ | 808 | | | $ | 730 | | | | | | | | | | | BATS: Series V Portfolio | | $ | 182 | | | $ | 182 | | | $ | 182 | | | $ | 182 | | | $ | 182 | | | $ | 182 | | | $ | 182 | | | $ | 182 | | | | | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | $ | 144 | | | $ | 143 | | | $ | 142 | | | $ | 142 | | | $ | 142 | | | $ | 145 | | | $ | 143 | | | $ | 144 | | | | | | | | | | | BlackRock Total Return Fund(3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | $ | 4,063 | | | $ | 3,808 | | | $ | 3,484 | | | $ | 3,441 | | | $ | 3,708 | | | $ | 4,539 | | | $ | 4,560 | | | $ | 4,097 | | | | | | | | | | | | BlackRock ETF Trust II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock AAA CLO ETF | | $ | 63 | | | $ | 63 | | | $ | 63 | | | $ | 63 | | | $ | 63 | | | $ | 63 | | | $ | 63 | | | $ | 63 | | | | | | | | | | | BlackRock Flexible Income ETF | | $ | 23 | | | $ | 23 | | | $ | 22 | | | $ | 22 | | | $ | 22 | | | $ | 24 | | | $ | 24 | | | $ | 23 | | | | | | | | | | | BlackRock Floating Rate Loan ETF | | $ | 109 | | | $ | 109 | | | $ | 109 | | | $ | 109 | | | $ | 109 | | | $ | 109 | | | $ | 109 | | | $ | 109 | | | | | | | | | | | BlackRock High Yield Muni Income Bond ETF | | $ | 180 | | | $ | 180 | | | $ | 180 | | | $ | 180 | | | $ | 180 | | | $ | 180 | | | $ | 180 | | | $ | 180 | | | | | | | | | | | BlackRock Intermediate Muni Income Bond ETF | | $ | 198 | | | $ | 197 | | | $ | 196 | | | $ | 195 | | | $ | 197 | | | $ | 201 | | | $ | 201 | | | $ | 199 | | | | | | | | | | | BlackRock Short-Term California Muni Bond ETF | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | iShares Large Cap Deep Buffer ETF | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | iShares Large Cap Moderate Buffer ETF | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | | | | | | | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | $ | 2,012 | | | $ | 1,900 | | | $ | 1,746 | | | $ | 1,725 | | | $ | 1,855 | | | $ | 2,238 | | | $ | 2,228 | | | $ | 2,040 | | | | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | $ | 276 | | | $ | 270 | | | $ | 262 | | | $ | 261 | | | $ | 268 | | | $ | 287 | | | $ | 287 | | | $ | 277 | | | | | | | | | | | BlackRock Systematic Multi-Strategy Fund | | $ | 11,476 | | | $ | 10,757 | | | $ | 9,812 | | | $ | 9,686 | | | $ | 10,269 | | | $ | 12,863 | | | $ | 12,862 | | | $ | 11,403 | |
| | | | | | | | | | | | | | | | | | | | | Fund/Portfolio | | Bruce R.
Bond | | | Lena G.
Goldberg | | | Robert M.
Hernandez | | | Henry R. Keizer | | | Donald C.
Opatrny | | BlackRock Advantage Global Fund, Inc. | | $ | 2,704 | | | $ | 2,425 | | | $ | 2,990 | | | $ | 2,704 | | | $ | 2,598 | | | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc.* | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | BlackRock Balanced Capital Fund, Inc. | | $ | 3,080 | | | $ | 2,824 | | | $ | 3,485 | | | $ | 3,080 | | | $ | 2,975 | | | | | | | | BlackRock Basic Value Fund, Inc. | | $ | 5,398 | | | $ | 4,897 | | | $ | 6,602 | | | $ | 5,398 | | | $ | 5,293 | | | | | | | | BlackRock Capital Appreciation Fund, Inc. | | $ | 5,311 | | | $ | 4,976 | | | $ | 6,476 | | | $ | 5,311 | | | $ | 5,206 | | | | | | | | BlackRock Equity Dividend Fund | | $ | 26,157 | | | $ | 24,412 | | | $ | 34,418 | | | $ | 26,157 | | | $ | 26,052 | | | | | | | | BlackRock EuroFund | | $ | 2,178 | | | $ | 1,940 | | | $ | 2,285 | | | $ | 2,178 | | | $ | 2,073 | | | | | | | | BlackRock Focus Growth Fund, Inc.* | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | $ | 2,246 | | | $ | 2,021 | | | $ | 2,367 | | | $ | 2,246 | | | $ | 2,141 | | | | | | | | BlackRock 40/60 Target Allocation Fund | | $ | 2,329 | | | $ | 2,101 | | | $ | 2,479 | | | $ | 2,224 | | | $ | 2,070 | | | | | | | | BlackRock 60/40 Target Allocation Fund | | $ | 2,478 | | | $ | 2,245 | | | $ | 2,678 | | | $ | 2,478 | | | $ | 2,372 | | | | | | | | BlackRock 80/20 Target Allocation Fund | | $ | 2,253 | | | $ | 2,030 | | | $ | 2,377 | | | $ | 2,253 | | | $ | 2,148 | | | | | | | | BlackRock Dynamic High Income Portfolio | | $ | 2,394 | | | $ | 2,157 | | | $ | 2,564 | | | $ | 2,394 | | | $ | 2,288 | | | | | | | | BlackRock Global Dividend Portfolio | | $ | 5,226 | | | $ | 4,778 | | | $ | 6,361 | | | $ | 5,226 | | | $ | 5,121 | |
D-2 | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio | | Bruce R.
Bond | | | Lena G.
Goldberg | | | Robert M.
Hernandez | | | Henry R. Keizer | | | Donald C.
Opatrny | | BlackRock LifePath®Smart Beta 2020 Fund | | $ | 958 | | | $ | 906 | | | $ | 969 | | | $ | 957 | | | $ | 958 | | | | | | | | BlackRock LifePath®Smart Beta 2025 Fund | | $ | 1,813 | | | $ | 1,653 | | | $ | 1,825 | | | $ | 1,812 | | | $ | 1,813 | | | | | | | | BlackRock LifePath®Smart Beta 2030 Fund | | $ | 955 | | | $ | 903 | | | $ | 965 | | | $ | 955 | | | $ | 955 | | | | | | | | BlackRock LifePath®Smart Beta 2035 Fund | | $ | 726 | | | $ | 674 | | | $ | 734 | | | $ | 726 | | | $ | 726 | | | | | | | | BlackRock LifePath®Smart Beta 2040 Fund | | $ | 723 | | | $ | 670 | | | $ | 729 | | | $ | 722 | | | $ | 723 | | | | | | | | BlackRock LifePath®Smart Beta 2045 Fund | | $ | 719 | | | $ | 666 | | | $ | 724 | | | $ | 719 | | | $ | 719 | | | | | | | | BlackRock LifePath®Smart Beta 2050 Fund | | $ | 720 | | | $ | 667 | | | $ | 725 | | | $ | 719 | | | $ | 720 | | | | | | | | BlackRock LifePath®Smart Beta 2055 Fund | | $ | 710 | | | $ | 657 | | | $ | 712 | | | $ | 710 | | | $ | 710 | | | | | | | | BlackRock LifePath®Smart Beta 2060 Fund | | $ | 145 | | | $ | 145 | | | $ | 145 | | | $ | 145 | | | $ | 145 | | | | | | | | BlackRock LifePath®Smart Beta Retirement Fund | | $ | 724 | | | $ | 671 | | | $ | 731 | | | $ | 723 | | | $ | 724 | | | | | | | | BlackRock Managed Income Fund | | $ | 1,879 | | | $ | 1,694 | | | $ | 1,934 | | | $ | 1,877 | | | $ | 1,879 | | | | | | | | BlackRock Multi-Asset Income Portfolio | | $ | 20,386 | | | $ | 19,048 | | | $ | 26,681 | | | $ | 20,386 | | | $ | 20,280 | | | | | | | | BlackRock Global Allocation Fund, Inc. | | $ | 48,547 | | | $ | 39,817 | | | $ | 66,173 | | | $ | 47,917 | | | $ | 48,547 | | | | | | | | BlackRock Long-Horizon Equity Fund | | $ | 2,130 | | | $ | 1,904 | | | $ | 2,262 | | | $ | 2,125 | | | $ | 2,130 | | | | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | $ | 2,295 | | | $ | 2,054 | | | $ | 2,491 | | | $ | 2,289 | | | $ | 2,295 | | | | | | | | BlackRock Natural Resources Trust | | $ | 2,171 | | | $ | 1,942 | | | $ | 2,266 | | | $ | 2,171 | | | $ | 2,066 | | | | | | | | FDP Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | $ | 1,970 | | | $ | 1,750 | | | $ | 2,006 | | | $ | 1,970 | | | $ | 1,865 | | | | | | | | FDP BlackRock Equity Dividend Fund | | $ | 1,969 | | | $ | 1,749 | | | $ | 2,005 | | | $ | 1,969 | | | $ | 1,864 | | | | | | | | FDP BlackRock International Fund | | $ | 1,987 | | | $ | 1,765 | | | $ | 2,030 | | | $ | 1,987 | | | $ | 1,882 | | | | | | | | Managed Account Series | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage Global SmallCap Fund | | $ | 1,998 | | | $ | 1,781 | | | $ | 2,034 | | | $ | 1,998 | | | $ | 1,893 | | | | | | | | BlackRock GA Disciplined Volatility Equity Fund | | $ | 147 | | | $ | 238 | | | $ | 147 | | | $ | 147 | | | $ | 147 | | | | | | | | BlackRock GA Enhanced Equity Fund | | $ | 147 | | | $ | 238 | | | $ | 147 | | | $ | 147 | | | $ | 147 | | | | | | | | Mid Cap Dividend Fund | | $ | 1,988 | | | $ | 1,772 | | | $ | 2,021 | | | $ | 1,988 | | | $ | 1,883 | | | | | | | | Master Advantage U.S. Total Market LLC | | $ | 2,608 | | | $ | 2,310 | | | $ | 2,861 | | | $ | 2,608 | | | $ | 2,502 | | | | | | | | Master Focus Growth LLC | | $ | 2,050 | | | $ | 1,832 | | | $ | 2,103 | | | $ | 2,050 | | | $ | 1,944 | | | | | | | | Total Compensation from the BlackRock Fund Complexes1 | | $ | 380,000 | | | $ | 331,667 | | | $ | 460,000 | | | $ | 376,986 | | | $ | 380,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio(1) | | Cynthia L.
Egan(2) | | | Frank J.
Fabozzi(2) | | | Lorenzo A.
Flores(2) | | | Stayce D.
Harris(2) | | | J. Phillip
Holloman(2) | | | R. Glenn
Hubbard(2) | | | W. Carl
Kester(2) | | | Catherine A.
Lynch(2) | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | $ | 5,358 | | | $ | 5,039 | | | $ | 4,605 | | | $ | 4,547 | | | $ | 4,894 | | | $ | 5,995 | | | $ | 5,966 | | | $ | 5,416 | | | | | | | | | | | BlackRock Floating Rate Income Portfolio | | $ | 5,940 | | | $ | 5,648 | | | $ | 5,078 | | | $ | 5,186 | | | $ | 5,364 | | | $ | 6,445 | | | $ | 6,337 | | | $ | 5,702 | | | | | | | | | | | BlackRock GNMA Portfolio | | $ | 755 | | | $ | 728 | | | $ | 678 | | | $ | 677 | | | $ | 697 | | | $ | 806 | | | $ | 789 | | | $ | 733 | | | | | | | | | | | BlackRock High Yield Bond Portfolio | | $ | 28,055 | | | $ | 26,338 | | | $ | 23,997 | | | $ | 23,685 | | | $ | 25,558 | | | $ | 31,489 | | | $ | 31,333 | | | $ | 28,367 | | | | | | | | | | | BlackRock Impact Mortgage Fund | | $ | 856 | | | $ | 815 | | | $ | 759 | | | $ | 751 | | | $ | 796 | | | $ | 938 | | | $ | 935 | | | $ | 863 | | | | | | | | | | | BlackRock Income Fund | | $ | 2,247 | | | $ | 2,120 | | | $ | 1,947 | | | $ | 1,924 | | | $ | 2,062 | | | $ | 2,501 | | | $ | 2,489 | | | $ | 2,270 | | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | $ | 4,135 | | | $ | 3,889 | | | $ | 3,557 | | | $ | 3,513 | | | $ | 3,702 | | | $ | 4,621 | | | $ | 4,606 | | | $ | 4,100 | | | | | | | | | | | BlackRock Low Duration Bond Portfolio | | $ | 9,402 | | | $ | 8,834 | | | $ | 8,060 | | | $ | 7,957 | | | $ | 8,576 | | | $ | 10,537 | | | $ | 10,486 | | | $ | 9,505 | | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | $ | 54,208 | | | $ | 50,868 | | | $ | 46,340 | | | $ | 45,736 | | | $ | 48,315 | | | $ | 60,850 | | | $ | 60,594 | | | $ | 53,749 | | | | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | $ | 177 | | | | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | $ | 164 | | | $ | 164 | | | $ | 164 | | | $ | 164 | | | $ | 164 | | | $ | 164 | | | $ | 164 | | | $ | 164 | | | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | $ | 187 | | | $ | 188 | | | $ | 188 | | | $ | 188 | | | $ | 188 | | | $ | 188 | | | $ | 188 | | | $ | 188 | | | | | | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund(3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | $ | 640 | | | $ | 610 | | | $ | 572 | | | $ | 567 | | | $ | 599 | | | $ | 696 | | | $ | 699 | | | $ | 644 | | | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | $ | 2,106 | | | $ | 1,988 | | | $ | 1,826 | | | $ | 1,805 | | | $ | 1,946 | | | $ | 2,342 | | | $ | 2,331 | | | $ | 2,139 | | | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | $ | 820 | | | $ | 778 | | | $ | 725 | | | $ | 718 | | | $ | 762 | | | $ | 898 | | | $ | 902 | | | $ | 825 | | | | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | $ | 2,911 | | | $ | 2,744 | | | $ | 2,515 | | | $ | 2,484 | | | $ | 2,686 | | | $ | 3,247 | | | $ | 3,232 | | | $ | 2,960 | | | | | | | | | | | BlackRock Impact Municipal Fund | | $ | 172 | | | $ | 172 | | | $ | 172 | | | $ | 172 | | | $ | 172 | | | $ | 172 | | | $ | 172 | | | $ | 172 | | | | | | | | | | | BlackRock National Municipal Fund | | $ | 15,267 | | | $ | 14,338 | | | $ | 13,072 | | | $ | 12,903 | | | $ | 14,019 | | | $ | 17,125 | | | $ | 17,040 | | | $ | 15,539 | | | | | | | | | | | BlackRock Short-Term Municipal Fund | | $ | 1,235 | | | $ | 1,171 | | | $ | 1,083 | | | $ | 1,071 | | | $ | 1,149 | | | $ | 1,364 | | | $ | 1,358 | | | $ | 1,254 | |
D-3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio(1) | | Cynthia L.
Egan(2) | | | Frank J.
Fabozzi(2) | | | Lorenzo A.
Flores(2) | | | Stayce D.
Harris(2) | | | J. Phillip
Holloman(2) | | | R. Glenn
Hubbard(2) | | | W. Carl
Kester(2) | | | Catherine A.
Lynch(2) | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | $ | 9,347 | | | $ | 8,739 | | | $ | 7,974 | | | $ | 7,872 | | | $ | 8,501 | | | $ | 10,469 | | | $ | 10,530 | | | $ | 9,420 | | | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | $ | 1,220 | | | $ | 1,157 | | | $ | 1,069 | | | $ | 1,058 | | | $ | 1,105 | | | $ | 1,348 | | | $ | 1,340 | | | $ | 1,210 | | | | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | $ | 543 | | | $ | 519 | | | $ | 489 | | | $ | 485 | | | $ | 508 | | | $ | 588 | | | $ | 593 | | | $ | 544 | | | | | | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | $ | 24,907 | | | $ | 23,729 | | | $ | 21,630 | | | $ | 21,588 | | | $ | 22,438 | | | $ | 27,117 | | | $ | 26,459 | | | $ | 24,045 | | | | | | | | | | | | Master Investment Portfolio II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | $ | 1,814 | | | $ | 1,714 | | | $ | 1,577 | | | $ | 1,559 | | | $ | 1,633 | | | $ | 2,015 | | | $ | 2,004 | | | $ | 1,798 | | | | | | | | | | | Total Compensation from the Funds and Other BlackRock-Advised Funds(4) | | $ | 465,000 | | | $ | 497,500 | | | $ | 400,000 | | | $ | 395,000 | | | $ | 415,453 | | | $ | 520,000 | | | $ | 587,500 | | | $ | 520,453 | |
*(1) | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| (2) | | Total amount of deferred compensation payable by the BlackRock Fixed-Income Complex to Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch is $1,172,873, $239,580, $238,473, $249,920, $3,546,573, $1,645,645 and $425,559, respectively, as of December 31, 2022. Ms. Egan did not participate in the deferred compensation plan as of December 31, 2022. |
| (3) | | The Fund is a Feeder Fund and paid no compensation. |
1(4) | | The BlackRock Fund Complexes includeFor the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End Complex and the iShares exchange-traded fund Complex. Amounts reflected representIndependent Board Members, this amount represents the aggregate compensation paid toearned from the Board Nominee forfunds in the BlackRock Fixed-Income Complex during the calendar year ended December 31, 2017.
2022. Of this amount, Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch deferred $74,625, $200,000, $197,500, $207,726, $260,000, $88,125 and $78,067, respectively, pursuant to the BlackRock Fixed-Income Complex’s deferred compensation plan. |
Former Board I Nominee (Group B Funds)Member | | | | | Fund/Portfolio | | Henry Gabbay | | BlackRock Allocation Target Shares | | | | | | | BATS: Series A Portfolio | | $ | 2,156 | | | | BATS: Series C Portfolio | | $ | 2,158 | | | | BATS: Series E Portfolio | | $ | 1,925 | | | | BATS: Series M Portfolio | | $ | 2,388 | | | | BATS: Series P Portfolio | | $ | 1,864 | | | | BATS: Series S Portfolio | | $ | 1,936 | | | | BlackRock Bond Fund, Inc. | | | | | | | BlackRock Total Return Fund* | | | — | | | | BlackRock California Municipal Series Trust | | | | | | | BlackRock California Municipal Opportunities Fund | | $ | 3,271 | | | | BlackRock Funds V | | | | | | | BlackRock Core Bond Portfolio** | | $ | 4,812 | | | | BlackRock Credit Strategies Income Fund** | | $ | 2,269 | | | | BlackRock Emerging Markets Bond Fund** | | $ | 297 | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio** | | $ | 1,817 | | | | BlackRock Emerging Markets Local Currency Bond Fund** | | $ | 297 | | | | BlackRock Floating Rate Income Portfolio** | | $ | 5,432 | | | | BlackRock GNMA Portfolio** | | $ | 2,295 | | | | BlackRock High Yield Bond Portfolio** | | $ | 17,461 | | | | BlackRock Inflation Protected Bond Portfolio** | | $ | 4,209 | | | | BlackRock Low Duration Bond Portfolio** | | $ | 6,950 | | | | BlackRock Strategic Income Opportunities Portfolio** | | $ | 30,270 | | | | BlackRock U.S. Government Bond Portfolio** | | $ | 2,412 | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | BlackRock New Jersey Municipal Bond Fund | | $ | 2,040 | | | | BlackRock New York Municipal Opportunities Fund | | $ | 2,568 | | | | BlackRock Pennsylvania Municipal Bond Fund | | $ | 2,234 | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | BlackRock High Yield Municipal Fund | | $ | 2,551 | | | | BlackRock National Municipal Fund | | $ | 9,919 | | | | BlackRock Short-Term Municipal Fund | | $ | 2,206 | | | | BlackRock Municipal Series Trust | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | $ | 7,202 | | | | BlackRock Strategic Global Bond Fund, Inc. | | $ | 1,891 | |
| | | | | Fund/Portfolio(1) | | Karen P. Robards(2) | | BlackRock Allocation Target Shares | | | | | | | BATS: Series A Portfolio | | $ | 781 | | | | BATS: Series C Portfolio | | $ | 177 | | | | BATS: Series E Portfolio | | $ | 152 | | | | BATS: Series M Portfolio | | $ | 376 | | | | BATS: Series P Portfolio | | $ | 55 | | | | BATS: Series S Portfolio | | $ | 138 | | | | BATS: Series V Portfolio | | $ | 42 | | | | BlackRock Bond Fund, Inc. | | | | | | | BlackRock Sustainable Total Return Fund | | $ | 95 | | | | BlackRock Total Return Fund(3) | | | — | | | | BlackRock California Municipal Series Trust | | | | | | | BlackRock California Municipal Opportunities Fund | | $ | 323 | |
| | | | | Fund/Portfolio | | Henry Gabbay | | FDP Series II, Inc. | | | | | | | FDP BlackRock CoreAlpha Bond Fund** | | $ | 1,894 | | | | Managed Account Series II | | | | | | | BlackRock U.S. Mortgage Portfolio** | | $ | 2,032 | | | | Master Bond LLC | | | | | | | Master Total Return Portfolio | | $ | 13,883 | | | | Total Compensation from the BlackRock Fund Complexes1 | | $ | 345,000 | |
| | | | | Fund/Portfolio(1) | | Karen P. Robards(2) | | BlackRock ETF Trust II | | | | | | | BlackRock AAA CLO ETF | | $ | 0 | | | | BlackRock Flexible Income ETF | | $ | 0 | | | | BlackRock Floating Rate Loan ETF | | $ | 0 | | | | BlackRock High Yield Muni Income Bond ETF | | $ | 0 | | | | BlackRock Intermediate Muni Income Bond ETF | | $ | 0 | | | | BlackRock Short-Term California Muni Bond ETF | | $ | 0 | | | | iShares Large Cap Deep Buffer ETF | | $ | 0 | | | | iShares Large Cap Moderate Buffer ETF | | $ | 0 | | | | BlackRock Funds IV | | | | | | | BlackRock Global Long/Short Credit Fund | | $ | 0 | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | $ | 21 | | | | BlackRock Systematic Multi-Strategy Fund | | $ | 4,312 | | | | BlackRock Funds V | | | | | | | BlackRock Core Bond Portfolio | | $ | 0 | | | | BlackRock Floating Rate Income Portfolio | | $ | 4,536 | | | | BlackRock GNMA Portfolio | | $ | 567 | | | | BlackRock High Yield Bond Portfolio | | $ | 0 | | | | BlackRock Impact Mortgage Fund | | $ | 0 | | | | BlackRock Income Fund | | $ | 0 | | | | BlackRock Inflation Protected Bond Portfolio | | $ | 1,778 | | | | BlackRock Low Duration Bond Portfolio | | $ | 0 | | | | BlackRock Strategic Income Opportunities Portfolio | | $ | 23,290 | | | | BlackRock Sustainable Emerging Markets Bond Fund | | $ | 83 | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | $ | 83 | | | | BlackRock Sustainable High Yield Bond Fund | | $ | 117 | | | | BlackRock Sustainable Low Duration Bond Fund | | $ | 0 | | | | BlackRock Funds VI | | | | | | | BlackRock Advantage CoreAlpha Bond Fund(3) | | | — | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | BlackRock New Jersey Municipal Bond Fund | | $ | 50 | | | | BlackRock New York Municipal Opportunities Fund | | $ | 0 | | | | BlackRock Pennsylvania Municipal Bond Fund | | $ | 68 | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | BlackRock High Yield Municipal Fund | | $ | 0 | | | | BlackRock Impact Municipal Fund | | $ | 0 | | | | BlackRock National Municipal Fund | | $ | 0 | | | | BlackRock Short-Term Municipal Fund | | $ | 0 | |
D-5
| | | | | Fund/Portfolio(1) | | Karen P. Robards(2) | | BlackRock Municipal Series Trust | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | $ | 823 | | | | | BlackRock Strategic Global Bond Fund, Inc. | | $ | 564 | | | | Managed Account Series II | | | | | | | BlackRock U.S. Mortgage Portfolio | | $ | 79 | | | | Master Bond LLC | | | | | | | Master Total Return Portfolio | | $ | 18,241 | | | | Master Investment Portfolio II | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | $ | 839 | | | | Total Compensation from the Funds and Other BlackRock-Advised Funds | | $ | 212,500 | |
*(1) | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| (2) | | Ms. Robards retired and resigned as a Board Member of the Funds effective as of May 31, 2022. |
| (3) | | The Fund is a Feeder Fund and paid no compensation. |
** | | Information shown is that of the corresponding Predecessor Portfolio. |
1 | | The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Board Nominee for the calendar year ended December 31, 2017.
|
Existing Board Members Not SeekingRe-election and Former Board Members1D-6
| | | | | | | | | | | | | Fund/Portfolio | | James H. Bodurtha | | | Honorable Stuart
E. Eizenstat | | | John F. O’Brien | | Group A Funds | | | | | | | | | | | | | | | | | BlackRock Advantage Global Fund, Inc. | | $ | 2,436 | | | $ | 2,389 | | | $ | 2,284 | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc.* | | | — | | | | — | | | | — | | | | | | BlackRock Balanced Capital Fund, Inc. | | $ | 2,737 | | | $ | 2,713 | | | $ | 2,608 | | | | | | BlackRock Basic Value Fund, Inc. | | $ | 4,953 | | | $ | 4,682 | | | $ | 4,577 | | | | | | BlackRock Capital Appreciation Fund, Inc. | | $ | 4,715 | | | $ | 4,612 | | | $ | 4,507 | | | | | | BlackRock Equity Dividend Fund | | $ | 23,868 | | | $ | 22,354 | | | $ | 22,249 | | | | | | BlackRock EuroFund | | $ | 1,948 | | | $ | 1,942 | | | $ | 1,837 | | | | | | BlackRock Focus Growth Fund, Inc.* | | | — | | | | — | | | | — | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | $ | 1,997 | | | $ | 2,003 | | | $ | 1,898 | | | | | | BlackRock 40/60 Target Allocation Fund | | $ | 2,070 | | | $ | 2,074 | | | $ | 1,969 | | | | | | BlackRock 60/40 Target Allocation Fund | | $ | 2,202 | | | $ | 2,201 | | | $ | 2,095 | | | | | | BlackRock 80/20 Target Allocation Fund | | $ | 2,001 | | | $ | 2,010 | | | $ | 1,904 | | | | | | BlackRock Dynamic High Income Portfolio | | $ | 2,135 | | | $ | 2,129 | | | $ | 2,024 | | | | | | BlackRock Global Dividend Portfolio | | $ | 4,735 | | | $ | 4,540 | | | $ | 4,435 | | | | | | BlackRock LifePath®Smart Beta 2020 Fund | | $ | 959 | | | $ | 955 | | | $ | 954 | | | | | | BlackRock LifePath®Smart Beta 2025 Fund | | $ | 1,814 | | | $ | 1,810 | | | $ | 1,809 | | | | | | BlackRock LifePath®Smart Beta 2030 Fund | | $ | 956 | | | $ | 952 | | | $ | 952 | | | | | | BlackRock LifePath®Smart Beta 2035 Fund | | $ | 727 | | | $ | 724 | | | $ | 724 | | | | | | BlackRock LifePath®Smart Beta 2040 Fund | | $ | 723 | | | $ | 721 | | | $ | 720 | | | | | | BlackRock LifePath®Smart Beta 2045 Fund | | $ | 719 | | | $ | 717 | | | $ | 717 | | | | | | BlackRock LifePath®Smart Beta 2050 Fund | | $ | 720 | | | $ | 718 | | | $ | 718 | | | | | | BlackRock LifePath®Smart Beta 2055 Fund | | $ | 710 | | | $ | 709 | | | $ | 709 | |
| | | | | | | | | | | | | Fund/Portfolio | | James H. Bodurtha | | | Honorable Stuart
E. Eizenstat | | | John F. O’Brien | | BlackRock LifePath®Smart Beta 2060 Fund | | $ | 145 | | | $ | 145 | | | $ | 145 | | | | | | BlackRock LifePath®Smart Beta Retirement Fund | | $ | 724 | | | $ | 722 | | | $ | 721 | | | | | | BlackRock Managed Income Fund | | $ | 1,879 | | | $ | 1,855 | | | $ | 1,855 | | | | | | BlackRock Multi-Asset Income Portfolio | | $ | 18,548 | | | $ | 17,442 | | | $ | 17,337 | | | | | | BlackRock Global Allocation Fund, Inc. | | $ | 49,820 | | | $ | 43,938 | | | $ | 42,665 | | | | | | BlackRock Long-Horizon Equity Fund | | $ | 2,140 | | | $ | 2,096 | | | $ | 2,086 | | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | $ | 2,289 | | | $ | 2,209 | | | $ | 2,209 | | | | | | BlackRock Natural Resources Trust | | $ | 1,937 | | | $ | 1,940 | | | $ | 1,835 | | | | | | FDP Series, Inc. | | | | | | | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | $ | 1,754 | | | $ | 1,765 | | | $ | 1,659 | | | | | | FDP BlackRock Equity Dividend Fund | | $ | 1,753 | | | $ | 1,764 | | | $ | 1,659 | | | | | | FDP BlackRock International Fund | | $ | 1,770 | | | $ | 1,780 | | | $ | 1,674 | | | | | | Managed Account Series | | | | | | | | | | | | | | | | | Advantage Global SmallCap Fund | | $ | 1,778 | | | $ | 1,793 | | | $ | 1,687 | | | | | | BlackRock GA Disciplined Volatility Equity Fund | | $ | 147 | | | $ | 146 | | | $ | 146 | | | | | | BlackRock GA Enhanced Equity Fund | | $ | 147 | | | $ | 146 | | | $ | 146 | | | | | | Mid Cap Dividend Fund | | $ | 1,769 | | | $ | 1,785 | | | $ | 1,679 | | | | | | Master Advantage U.S. Total Market LLC | | $ | 2,373 | | | $ | 2,307 | | | $ | 2,202 | | | | | | Master Focus Growth LLC | | $ | 1,823 | | | $ | 1,837 | | | $ | 1,731 | | | | | | Group B Funds | | | | | | | | | | | | | | | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | $ | 2,100 | | | $ | 2,072 | | | $ | 1,967 | | | | | | BATS: Series C Portfolio | | $ | 2,106 | | | $ | 2,074 | | | $ | 1,969 | | | | | | BATS: Series E Portfolio | | $ | 1,841 | | | $ | 1,840 | | | $ | 1,735 | | | | | | BATS: Series M Portfolio | | $ | 2,365 | | | $ | 2,304 | | | $ | 2,199 | | | | | | BATS: Series P Portfolio | | $ | 1,774 | | | $ | 1,780 | | | $ | 1,675 | | | | | | BATS: Series S Portfolio | | $ | 1,854 | | | $ | 1,851 | | | $ | 1,746 | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock Total Return Fund* | | | — | | | | — | | | | — | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | $ | 3,307 | | | $ | 3,186 | | | $ | 3,081 | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio** | | $ | 4,841 | | | $ | 4,728 | | | $ | 4,623 | | | | | | BlackRock Credit Strategies Income Fund** | | $ | 2,185 | | | $ | 2,185 | | | $ | 2,080 | | | | | | BlackRock Emerging Markets Bond Fund** | | $ | 298 | | | $ | 297 | | | $ | 297 | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio** | | $ | 1,835 | | | $ | 1,817 | | | $ | 1,817 | |
| | | | | | | | | | | | | Fund/Portfolio | | James H. Bodurtha | | | Honorable Stuart
E. Eizenstat | | | John F. O’Brien | | BlackRock Emerging Markets Local Currency Bond Fund** | | $ | 298 | | | $ | 297 | | | $ | 297 | | | | | | BlackRock Floating Rate Income Portfolio** | | $ | 5,537 | | | $ | 5,347 | | | $ | 5,242 | | | | | | BlackRock GNMA Portfolio** | | $ | 2,215 | | | $ | 2,211 | | | $ | 2,106 | | | | | | BlackRock High Yield Bond Portfolio** | | $ | 18,107 | | | $ | 17,377 | | | $ | 17,271 | | | | | | BlackRock Inflation Protected Bond Portfolio** | | $ | 4,645 | | | $ | 4,209 | | | $ | 4,209 | | | | | | BlackRock Low Duration Bond Portfolio** | | $ | 7,053 | | | $ | 6,865 | | | $ | 6,760 | | | | | | BlackRock Strategic Income Opportunities Portfolio** | | $ | 35,266 | | | $ | 30,270 | | | $ | 30,270 | | | | | | BlackRock U.S. Government Bond Portfolio** | | $ | 2,335 | | | $ | 2,328 | | | $ | 2,222 | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | $ | 1,963 | | | $ | 1,955 | | | $ | 1,850 | | | | | | BlackRock New York Municipal Opportunities Fund | | $ | 2,527 | | | $ | 2,484 | | | $ | 2,378 | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | $ | 2,177 | | | $ | 2,150 | | | $ | 2,045 | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | $ | 2,514 | | | $ | 2,467 | | | $ | 2,362 | | | | | | BlackRock National Municipal Fund | | $ | 10,498 | | | $ | 9,835 | | | $ | 9,729 | | | | | | BlackRock Short-Term Municipal Fund | | $ | 2,140 | | | $ | 2,122 | | | $ | 2,016 | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | $ | 7,607 | | | $ | 7,118 | | | $ | 7,012 | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | $ | 1,921 | | | $ | 1,891 | | | $ | 1,891 | | | | | | FDP Series II, Inc. | | | | | | | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund** | | $ | 1,805 | | | $ | 1,810 | | | $ | 1,705 | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio** | | $ | 1,960 | | | $ | 1,948 | | | $ | 1,843 | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | $ | 14,276 | | | $ | 13,799 | | | $ | 13,694 | | | | | | Total Compensation from the BlackRock Fund Complexes2 | | $ | 380,000 | | | $ | 345,000 | | | $ | 345,000 | |
* | | The Fund is a Feeder Fund and paid no compensation. |
** | | Information shown is that of the corresponding Predecessor Portfolio. |
1 | | Former board members Donald W. Burton and Roberta Cooper Ramo received aggregate compensation of $165,414 and $165,414, respectively, during the most recent fiscal year, from the Funds for services provided as board members of such Funds. Former board members David H. Walsh and Fred G. Weiss received aggregate compensation of $21,190 and $23,700, respectively, during the most recent fiscal year, from the Funds with fiscal years ending 10/31 and 12/31, for services provided as board members of such Funds. Mr. Burton resigned and Ms. Ramo retired as board members of the Funds in the Equity-Bond Complex effective December 31, 2017. Messrs. Walsh and Weiss retired as board members of the Funds in the Equity-Bond Complex effective January 31, 2017.
|
2 | | The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Existing Board Member for the calendar year ended December 31, 2017.
|
Appendix FE – Equity Securities Owned by Board Members and Board Nominees The following tables set forth the dollar range of shares of each Fund beneficially owned by the Board Nominees and Existing Board Members in the Funds and in all BlackRock-advised Funds that they oversee or are nominated to oversee as of August 1, 2018. July 31, 2023 (the “Supervised Funds”). As of September 10, 2018,July 31, 2023, all Existing Board Members, Board Nominees and executive officers of each Group A Fund as a group owned less than 1% of the outstanding shares of each Group A Fund. As of September 10, 2018, all Existing Board Members, Board Nominees and executive officers of each Group B Fund as a group owned less than 1% of the outstanding shares of each Group B Fund. As of September 10, 2018,July 31, 2023, none of the Independent Board Members, Board Nominees nor their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock. Aggregate Dollar Range of Equity Securities Board II Nominees (Group A Funds)
| | | | | | | Name of Board II
Nominee | | Fund Name | | Aggregate Dollar
Range of Shares in
Each
Fund/PortfolioPortfolio* | | Aggregate
Dollar
Range of
Equity
Securities in all
Funds Overseen orSupervised
to be Overseen by
the Group A FundsFunds*
Board Nominee
in the BlackRock
Fund Complexes | InterestedIndependent Board II Members/Nominees:
| | | | | Robert FairbairnCynthia L. Egan
| | BlackRock Funds II: BlackRock Dynamic High Income PortfolioNone | | $1-$10,000None | | Over $100,000 | Frank J. Fabozzi | | | | | | Over $100,000 | | | BlackRock Funds V: BlackRock Inflation Protected Bond Portfolio | | $1 - $10,000 | | | | | BlackRock Funds II:V: BlackRock Global DividendFloating Rate Income Portfolio | | $10,001-$50,0001 - $10,000 | | | | | BlackRock Funds IV: BlackRock Global Long/Short Credit Fund | | $1 - $10,000 | | | | | BlackRock Funds V: BlackRock Floating Rate Income Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio1 | | $10,001-$50,00010,001 - $50,000 | | | | | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,00010,001 - $50,000 | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $10,001 - $50,000 | | | Lorenzo A. Flores | | | | | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $50,001 - $100,000 | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio | | $50,001 - $100,000 | | |
E-1
| | | | | | | Name | | Fund Name | | Aggregate Dollar
Range of Shares in
Each Fund/Portfolio* | | Aggregate
Dollar Range of
Equity
Securities in
Supervised
Funds* | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $50,001 - $100,000 | | | Stayce D. Harris | | | | | | Over $100,000 | | | BlackRock Municipal Bond Fund, Inc.: BlackRock High Yield Municipal Fund | | $10,001 - $50,000 | | | | | BlackRock California Municipal Series Trust: BlackRock California Municipal Opportunities Fund | | $10,001 - $50,000 | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $50,001 - $100,000 | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio | | $50,001 - $100,000 | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $50,001 - $100,000 | | | J. Phillip Holloman | | | | | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $50,001 - $100,000 | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio | | $50,001 - $100,000 | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $50,001 - $100,000 | | | R. Glenn Hubbard | | | | | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | Over $100,000 | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio | | Over $100,000 | | |
E-2
| | | | | | | Name | | Fund Name | | Aggregate Dollar
Range of Shares in
Each Fund/Portfolio* | | Aggregate
Dollar Range of
Equity
Securities in
Supervised
Funds* | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | Over $100,000 | | | | | BlackRock Multi-State Municipal Series Trust: BlackRock New York Municipal Opportunities Fund | | Over $100,000$1 - $10,000 | | | | | | | John M. PerlowskiW. Carl Kester
| | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $10,001-$50,000 | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $10,001 - $50,000 | | | | | BlackRock Funds V: BlackRock Floating Rate Income Portfolio1 | | Over $100,000 | | | | | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,00010,001 - $50,000 | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $10,001 - $50,000 | | | Catherine A. Lynch | | | | | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $50,001 - $100,000 | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio | | $10,001 - $50,000 | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $10,001 - $50,000 | | | | | BlackRock Funds VI: BlackRock Advantage CoreAlpha Bond Fund | | $10,001 - $50,000 | | | | | BlackRock Funds V: BlackRock Inflation Protected Bond Portfolio | | $50,001 - $100,000 | | | | | BlackRock Funds IV: BlackRock Sustainable Advantage CoreAlpha Bond Fund | | $10,001 - $50,000 | | |
E-3
| | | | | | | Name | | Fund Name | | Aggregate Dollar
Range of Shares in
Each Fund/Portfolio* | | Aggregate
Dollar Range of
Equity
Securities in
Supervised
Funds* | | | BlackRock Strategic Global Bond Fund, Inc. | | $10,001 - $50,000 | | | | | BlackRock Municipal Series Trust: BlackRock Strategic Municipal Opportunities Fund | | Over $100,000$10,001 - $50,000 | | | | Independent Board II Nominees:
| | | | | Bruce R. Bond
| | BlackRock Global Allocation Fund, Inc. | | Over $100,000 | | Over $100,000 | | | | | | | BlackRock Funds II: BlackRock Global Dividend Portfolio | | Over $100,000 | | |
| | | | | | | Name of Board II
Nominee
| | Fund Name
| | Aggregate Dollar
Range of Shares in
Each
Fund/Portfolio | | Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen or
to be Overseen by
the Group A Funds
Board Nominee
in the BlackRock
Fund Complexes | Susan J. Carter
| | None | | None | | Over $100,000 | | | | | Collette Chilton
| | None | | None | | Over $100,000 | | | | | Neil A. Cotty
| | None | | None | | Over $100,000 | | | | | Lena G. Goldberg
| | BlackRock Advantage Global Fund, Inc. | | $50,001-$100,000 | | Over $100,000 | | | | | | | BlackRock Basic Value Fund, Inc. | | Over $100,000 | | | | | | | | | BlackRock Equity Dividend Fund | | $50,001-$100,000 | | | | | | | | | BlackRock Focus Growth Fund, Inc. | | $50,001-$100,000 | | | | | | | | | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $50,001-$100,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | $50,001-$100,000 | | | | | | | Robert M. Hernandez
| | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | Over $100,000 | | Over $100,000 | | | | | | | BlackRock Equity Dividend Fund | | Over $100,000 | | | | | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | Over $100,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | Over $100,000 | | | | | | | | | BlackRock Multi-State Municipal Series Trust: BlackRock Pennsylvania Municipal Bond Fund | | Over $100,000 | | | | | | | | | BlackRock Municipal Series Trust: BlackRock Strategic Municipal Opportunities Fund | | Over $100,000 | | | | | | | Henry R. Keizer
| | BlackRock Balanced Capital Fund, Inc. | | $10,001-$50,000 | | Over $100,000 | | | | | | | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | $10,001-$50,000 | | | | | | | | | BlackRock Capital Appreciation Fund, Inc. | | $1-$10,000 | | | | | | | | | BlackRock Equity Dividend Fund | | $10,001-$50,000 | | | | | | | | | BlackRock Focus Growth Fund, Inc. | | $1-$10,000 | | | | | | | | | BlackRock Funds II: BlackRock Global Dividend Portfolio | | $10,001-$50,000 | | | | | | | | | BlackRock Funds II: BlackRock Managed Income Fund | | $10,001-$50,000 | | | | | | | | | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock Core Bond Portfolio1 | | $1-$10,000 | | | | | | | | | BlackRock Funds V: BlackRock Floating Rate Income Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock Inflation Protected Bond Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock Low Duration Bond Portfolio1: | | $10,001-$50,000 | | |
| | | | | | | Name of Board II
Nominee
| | Fund Name
| | Aggregate Dollar
Range of Shares in
Each
Fund/Portfolio | | Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen or
to be Overseen by
the Group A Funds
Board Nominee
in the BlackRock
Fund Complexes | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock U.S. Government Bond Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | $10,001-$50,000 | | | | | | | | | BlackRock Municipal Bond Fund, Inc.: BlackRock High Yield Municipal Fund | | $10,001-$50,00050,001 - $100,000 | | | | | | | | | BlackRock Municipal Bond Fund, Inc.: BlackRock National Municipal Fund | | $10,001-$50,000 | | | | | | | | | BlackRock Natural Resources Trust | | $10,001-$50,000 | | | | | | | | | Managed Account Series: BlackRock U.S. Mortgage Portfolio | | $10,001-$50,000 | | | | | | Non-Management Interested Board Nominee: | Cynthia A. MontgomeryArthur P. Steinmetz
| | None | | None | | Over $100,000None | | | | | Donald C. OpatrnyInterested Board Members:
| Robert Fairbairn | | BlackRock Equity Dividend Fund | | Over $100,000 | | Over $100,000 | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio | | $10,001 - $50,000
| | | | | BlackRock Global Allocation Fund, Inc.Target Shares: BATS: Series E Portfolio | | Over $100,000 | | | | | | | Joseph P. Platt
| | BlackRock Funds V: BlackRock GNMAFloating Rate Income Portfolio1 | | $10,001-$50,00010,001 - $50,000 | | | John M. Perlowski | | | | | | Over $100,000 | | | | | | | BlackRock Funds V: BlackRock Inflation Protected BondAllocation Target Shares: BATS: Series V Portfolio1 | | $1-$10,00010,001 - $50,000 | | | | | | | | | BlackRock Funds II:V: BlackRock Managed Income Fund | | $10,001-$50,000 | | | | | | | Mark Stalnecker
| | None | | None | | Over $100,000 | | | | | Kenneth L. Urish
| | None | | None | | Over $100,000 | | | | | Claire A. Walton
| | None | | None | | Over $100,000 |
1 | | Information shown is that of the corresponding Predecessor Portfolio.
|
Board I Nominees (Group B Funds)
| | | | | | | Name of Board I
Nominee
| | Fund Name
| | Aggregate Dollar
Range of Shares in
Each
Fund/Portfolio | | Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen or
to be Overseen by
the Group B Funds
Board Nominee
in the BlackRock
Fund Complexes | Interested Board I Nominees:
| | | | | Robert Fairbairn
| | BlackRock Funds II: BlackRock Dynamic HighFloating Rate Income Portfolio | | $1-$10,0001 - $10,000 | | Over $100,000 | | | | | | | BlackRock Funds II: BlackRock Global Dividend Portfolio | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock Floating Rate Income Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio1 | | $10,001-$50,000 | | |
| | | | | | | Name of Board I
Nominee
| | Fund Name
| | Aggregate Dollar
Range of Shares in
Each
Fund/Portfolio | | Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen or
to be Overseen by
the Group B Funds
Board Nominee
in the BlackRock
Fund Complexes | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Multi-State Municipal Series Trust: BlackRock New York Municipal Opportunities Fund | | Over $100,000 | | | | | | | | | BlackRock Funds II: BlackRock Dynamic High Income Portfolio | | $1-$10,000 | | | | | | | John M. Perlowski
| | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $10,001-$50,000 | | Over $100,000 | | | | | | | BlackRock Funds V: BlackRock Floating Rate Income Portfolio1 | | Over $100,000 | | | | | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Municipal Series Trust: BlackRock Strategic Municipal Opportunities Fund | | Over $100,000 | | | | Independent Board I Nominees:
| | | | | Michael J. Castellano
| | None | | None | | Over $100,000 | | | | | Richard E. Cavanagh
| | None | | None | | Over $100,000 | | | | | Cynthia L. Egan
| | None | | None | | Over $100,000 | | | | | Frank J. Fabozzi
| | None | | None | | Over $100,000 | | | | | Henry Gabbay
| | BlackRock Equity Dividend Fund | | $50,001-$100,000 | | Over $100,000 | | | | | | | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio1 | | $50,001-$100,000 | | | | | | | | | BlackRock Funds V: BlackRock Strategic Income Opportunities Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | Over $100,000 | | | | | | | R. Glenn Hubbard
| | None | | None | | Over $100,000 | | | | | W. Carl Kester
| | None | | None | | Over $100,000 | | | | | Catherine A. Lynch
| | None | | None | | Over $100,000 | | | | | Karen P. Robards
| | None | | None | | Over $100,000 |
1 | | Information shown is that of the corresponding Predecessor Portfolio.
|
Existing Board Members Not SeekingRe-election
| | | | | | | Name of Existing Board Member
| | Fund Name
| | Aggregate Dollar
Range of Shares in
Each
Fund/Portfolio | | Aggregate Dollar
Range of Equity
Securities in all
Funds Overseen by
Existing Board
Members
in the BlackRock
Fund Complexes | | Independent Board Members:
| | | | | James H. Bodurtha
| | BlackRock Bond Fund, Inc.: BlackRock Total Return Fund | | Over $100,000 | | Over $100,000 | | | | | | | BlackRock Equity Dividend Fund | | $50,001-$100,000 | | | | | | | | | BlackRock Funds II: BlackRock Multi-Asset Income Portfolio | | $50,001-$100,000 | | | | | | | | | BlackRock Funds V: BlackRock Core Bond Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Funds V: BlackRock GNMA Portfolio1 | | Over $100,000 | | | | | | | | | BlackRock Funds V: BlackRock High Yield Bond Portfolio1 | | $10,001-$50,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | Over $100,000 | | | | | | | | | BlackRock Municipal Bond Fund, Inc.: BlackRock National Municipal Fund | | Over $100,000 | | | | | | | | | BlackRock Strategic Municipal Series Trust: BlackRock Strategic Municipal Opportunities Fund | | $10,001-$50,000 | | | | | | | Honorable Stuart E. Eizenstat
| | BlackRock Funds V: BlackRock Low Duration Bond Portfolio1 | | $1-$10,000 | | Over $100,000 | | | | | | | BlackRock Global Allocation Fund, Inc. | | Over $100,000 | | | | | | | John F. O’Brien
| | BlackRock Advantage Global Fund, Inc. | | Over $100,000 | | Over $100,000 | | | | | | | BlackRock Equity Dividend Fund | | Over $100,000 | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | Over $100,00010,001 - $50,000 | | |
1* | | Information shown is thatIncludes share equivalents owned under the deferred compensation plan in the Supervised Funds by certain Independent Board Members/Nominees who have participated in the deferred compensation plan of the corresponding Predecessor Portfolio.
Supervised Funds. |
E-4
Appendix G —F – Meetings of the Boards and Committees of the Boards During the most recent full fiscal year for each Fund listed in the table below, the Board and each Committee of the Board met the following number of times: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio1 | | Fiscal Year
End | | | Number of
Board
Meetings | | | Number of
Audit
Committee
Meetings | | | Number of
Governance
and Nominating
Committee
Meetings | | | Number of
Compliance
Committee
Meetings | | | Number of
Performance
Oversight
Committee
Meetings | | | Number of
Executive
Committee
Meetings | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series C Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series E Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series M Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series P Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series S Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BATS: Series V Portfolio | | | 3/31 | | | | 7 | | | | 10 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Total Return Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock ETF Trust II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock AAA CLO ETF | | | 7/31 | | | | 4 | | | | 4 | | | | 4 | | | | 2 | | | | 2 | | | | 0 | | | | | | | | | | BlackRock Flexible Income ETF | | | 7/31 | | | | 1 | | | | 2 | | | | 1 | | | | 1 | | | | 1 | | | | 0 | | | | | | | | | | BlackRock Floating Rate Loan ETF | | | 7/31 | | | | 5 | | | | 6 | | | | 5 | | | | 3 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock High Yield Muni Income Bond ETF | | | 7/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | |
Group A Funds
F-1
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio1 | | Fiscal Year
End | | | Number of
Board
Meetings | | | Number of
Audit
Committee
Meetings | | | Number of
Governance
and Nominating
Committee
Meetings | | | Number of
Compliance
Committee
Meetings | | | Number of
Performance
Oversight
Committee
Meetings | | | Number of
Executive
Committee
Meetings | | BlackRock Intermediate Muni Income Bond ETF | | | 7/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Short-Term California Muni Bond ETF | | | 7/31 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | iShares Large Cap Deep Buffer ETF | | | 7/31 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | iShares Large Cap Moderate Buffer ETF | | | 7/31 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | | 7/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock Systematic Multi-Strategy Fund | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Floating Rate Income Portfolio | | | 7/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock GNMA Portfolio | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock High Yield Bond Portfolio | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Impact Mortgage Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Income Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Low Duration Bond Portfolio | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | |
F-2
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio1 | | Fiscal Year
End | | | Number of
Board
Meetings | | | Number of
Audit
Committee
Meetings | | | Number of
Governance
and Nominating
Committee
Meetings | | | Number of
Compliance
Committee
Meetings | | | Number of
Performance
Oversight
Committee
Meetings | | | Number of
Executive
Committee
Meetings | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | | 6/30 | | | | 7 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 6/30 | | | | 7 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Impact Municipal Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock National Municipal Fund | | | 6/30 | | | | 7 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Short-Term Municipal Fund | | | 6/30 | | | | 7 | | | | 9 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 5/31 | | | | 6 | | | | 9 | | | | 6 | | | | 4 | | | | 3 | | | | 0 | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 12/31 | | | | 7 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | |
F-3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Portfolio1 | | Fiscal Year
End | | | Number of
Board
Meetings | | | Number of
Audit
Committee
Meetings | | | Number of
Governance
and Nominating
Committee
Meetings | | | Number of
Compliance
Committee
Meetings | | | Number of
Performance
Oversight
Committee
Meetings | | | Number of
Executive
Committee
Meetings | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | 4/30 | | | | 6 | | | | 9 | | | | 5 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | 9/30 | | | | 9 | | | | 13 | | | | 6 | | | | 4 | | | | 4 | | | | 0 | | | | | | | | | | Master Investment Portfolio II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | | 12/31 | | | | 6 | | | | 11 | | | | 4 | | | | 4 | | | | 4 | | | | 0 | |
| | | | | | | | | Fund Name
1 | | Fiscal Year End | | | NumberThe Portfolios of Board
Meetings | | BlackRock Advantage Global Fund, Inc.
| | | 6/30 | | | | 6 | | | | | BlackRock Advantage U.S. Total Market Fund, Inc.
| | | 3/31 | | | | 7 | | | | | BlackRock Balanced Capital Fund, Inc.
| | | 9/30 | | | | 6 | | | | | BlackRock Basic Value Fund, Inc.
| | | 6/30 | | | | 6 | | | | | BlackRock Capital Appreciation Fund, Inc.
| | | 9/30 | | | | 6 | | | | | BlackRock Equity Dividend Fund
| | | 7/31 | | | | 5 | | | | | BlackRock EuroFund
| | | 6/30 | | | | 6 | | | | | BlackRock Focus Growth Fund, Inc.
| | | 8/31 | | | | 6 | | | | | BlackRockseries Funds II
| | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund
| | | 9/30 | | | | 6 | | | | | BlackRock 40/60 Target Allocation Fund
| | | 9/30 | | | | 6 | | | | | BlackRock 60/40 Target Allocation Fund
| | | 9/30 | | | | 6 | | | | | BlackRock 80/20 Target Allocation Fund
| | | 9/30 | | | | 6 | | | | | BlackRock Dynamic High Income Portfolio
| | | 7/31 | | | | 5 | | | | | BlackRock Global Dividend Portfolio
| | | 7/31 | | | | 5 | | | | | BlackRock LifePath®Smart Beta 2020 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2025 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2030 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2035 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2040 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2045 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2050 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2055 Fund
| | | 10/31 | | | | 10 | | | | | BlackRock LifePath®Smart Beta 2060 Fund
| | | 10/31 | | | | 3 | | | | | BlackRock LifePath®Smart Beta Retirement Fund
| | | 10/31 | | | | 10 | | | | | BlackRock Managed Income Fund
| | | 12/31 | | | | 9 | | | | | BlackRock Multi-Asset Income Portfolio
| | | 7/31 | | | | 5 | | | | | BlackRock Global Allocation Fund, Inc.
| | | 10/31 | | | | 10 | | | | | BlackRock Long-Horizon Equity Fund
| | | 10/31 | | | | 10 | | | | | BlackRock Mid Cap Dividend Series, Inc.
| | | | | | | | | | | | BlackRock Mid Cap Dividend Fund
| | | 1/31 | | | | 10 | | | | | BlackRock Natural Resources Trust
| | | 7/31 | | | | 5 | |
| | | | | | | | | Fund Name
| | Fiscal Year End | | | Numberare set forth below the name of Board
Meetings | | FDP Series, Inc.
| | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund
| | | 5/31 | | | | 7 | | | | | FDP BlackRock Equity Dividend Fund
| | | 5/31 | | | | 7 | | | | | FDP BlackRock International Fund
| | | 5/31 | | | | 7 | | | | | Managed Account Series
| | | | | | | | | | | | Advantage Global SmallCap Fund
| | | 8/31 | | | | 6 | | | | | BlackRock GA Disciplined Volatility Equity Fund
| | | 10/31 | | | | 3 | | | | | BlackRock GA Enhanced Equity Fund
| | | 10/31 | | | | 3 | | | | | Mid Cap Dividend Fund
| | | 8/31 | | | | 6 | | | | | Master Advantage U.S. Total Market LLC
| | | 3/31 | | | | 7 | | | | | Master Focus Growth LLC
| | | 8/31 | | | | 6 | | | | | Group B Funds | | | | | | | | | | | | BlackRock Allocation Target Shares
| | | | | | | | | | | | BATS: Series A Portfolio
| | | 3/31 | | | | 7 | | | | | BATS: Series C Portfolio
| | | 3/31 | | | | 7 | | | | | BATS: Series E Portfolio
| | | 3/31 | | | | 7 | | | | | BATS: Series M Portfolio
| | | 3/31 | | | | 7 | | | | | BATS: Series P Portfolio
| | | 3/31 | | | | 7 | | | | | BATS: Series S Portfolio
| | | 3/31 | | | | 7 | | | | | BlackRock Bond Fund, Inc.
| | | | | | | | | | | | BlackRock Total Return Fund
| | | 9/30 | | | | 6 | | | | | BlackRock California Municipal Series Trust
| | | | | | | | | | | | BlackRock California Municipal Opportunities Fund
| | | 5/31 | | | | 7 | | | | | BlackRock Funds V
| | | | | | | | | | | | BlackRock Core Bond Portfolio*
| | | 9/30 | | | | 6 | | | | | BlackRock Credit Strategies Income Fund*
| | | 9/30 | | | | 6 | | | | | BlackRock Emerging Markets Bond Fund*
| | | 12/31 | | | | 3 | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio*
| | | 12/31 | | | | 9 | | | | | BlackRock Emerging Markets Local Currency Bond Fund*
| | | 12/31 | | | | 3 | | | | | BlackRock Floating Rate Income Portfolio*
| | | 8/31 | | | | 6 | | | | | BlackRock GNMA Portfolio*
| | | 9/30 | | | | 6 | | | | | BlackRock High Yield Bond Portfolio*
| | | 9/30 | | | | 6 | | | | | BlackRock Inflation Protected Bond Portfolio*
| | | 12/31 | | | | 9 | | | | | BlackRock Low Duration Bond Portfolio*
| | | 9/30 | | | | 6 | | | | | BlackRock Strategic Income Opportunities Portfolio*
| | | 12/31 | | | | 9 | | | | | BlackRock U.S. Government Bond Portfolio*
| | | 9/30 | | | | 6 | |
| | | | | | | | | Fund Name
| | Fiscal Year End | | | Number of Board
Meetings | | BlackRock Multi-State Municipal Series Trust
| | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund
| | | 5/31 | | | | 7 | | | | | BlackRock New York Municipal Opportunities Fund
| | | 6/30 | | | | 6 | | | | | BlackRock Pennsylvania Municipal Bond Fund
| | | 5/31 | | | | 7 | | | | | BlackRock Municipal Bond Fund, Inc.
| | | | | | | | | | | | BlackRock High Yield Municipal Fund
| | | 6/30 | | | | 6 | | | | | BlackRock National Municipal Fund
| | | 6/30 | | | | 6 | | | | | BlackRock Short-Term Municipal Fund
| | | 6/30 | | | | 6 | | | | | BlackRock Municipal Series Trust
| | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund
| | | 5/31 | | | | 7 | | | | | BlackRock Strategic Global Bond Fund, Inc.
| | | 12/31 | | | | 8 | | | | | FDP Series II, Inc.
| | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund*
| | | 5/31 | | | | 7 | | | | | Managed Account Series II
| | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio*
| | | 4/30 | | | | 7 | | | | | Master Bond LLC
| | | | | | | | | | | | Master Total Return Portfolio
| | | 9/30 | | | | 6 | the applicable Fund. |
* | | Information shown is that of the corresponding Predecessor Portfolio. |
F-4
Appendix HG – Executive Officers of the Funds The executive officers of each Fund who are not Board Members or Board Nominees, their address, their year of birth and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below.* Each executive officer is an “interested person” of the Funds (as defined in the Investment Company1940 Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below. Information Pertaining to the Executive Officers | | | | | Name, Address
and Year of Birth1,2(1) | | Position(s) Held
(Length of Service)3(2)
| | Principal Occupation(s)Occupations(s)
During Past Five5 Years | Officers Who Are Not Board Members/Board Nominees
| | | | Jennifer McGovern 1977 | | Vice President (Since 2014) | | Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013.from 2013 to 2019. | | | | Neal J. AndrewsTrent Walker
19661974
| | Chief Financial Officer (Since 2007)2021) | | Managing Director of BlackRock, Inc. since 2006.September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | | | | Jay M. Fife 1970 | | Treasurer (Since 2007) | | Managing Director of BlackRock, Inc. since 2007. | | | | Charles ParkAaron Wasserman
19671974
| | Chief Compliance Officer (“CCO”) (Since 2014)2023) | | Anti-Money LaunderingManaging Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised Funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock-advised Funds in the Equity-BondBlackRock Multi-Asset Complex, the Equity-LiquidityBlackRock Fixed-Income Complex and theClosed-End iShares Complex from 2014 to 2015; Chief Compliance Officer2023. |
G-1
| | | | | Name, Address
and Year of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and theClosed-End Complex since 2014; Birth(1) | | Position(s) Held
(Length of Service)(2)
| | 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 theBFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.Occupations(s)
During Past 5 Years | | | | John MacKessyLisa Belle
19721968
| | Anti-Money Laundering Compliance Officer (Since 2018)2019) | | Managing Director of BlackRock, Inc. since 2017;2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Anti-Money Laundering at BlackRock, Inc. since 2017; Director of AML Monitoring and Investigations Group of CitibankFinancial Crimes for Barclays Wealth Americas from 20152010 to 2017; Global Anti-Money Laundering and Economic Sanctions Officer for MasterCard from 2011 to 2015.2012. | | | | Benjamin ArchibaldJaney Ahn
1975 | | Secretary (Since 2012)2019) | | Managing Director of BlackRock, Inc. since 2014;2018; Director of BlackRock, Inc. from 20102009 to 2013; Secretary of the iShares® exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012.2017. |
*1 | | Information regarding John Perlowski, who is a Board Member and an officer of each Fund, is set forth in the Proxy Statement under “Proposals 1(a), 1(b), 2(a), 2(b), 3(a) and 3(b)—Election of Board Members—Board Members’/Board Nominees’ Biographical Information”. |
1 | | The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street,50 Hudson Yards, New York, New York 10055. NY 10001. |
| 2 | | Officers of each Fund serve at the pleasure of the Fund’s Board.
|
3 | | Date shown is the earliest date since which a personan Officer has served for a Fund covered by this Proxy Statement. |
With the exception of the CCO, executive officers receive no compensation from the Funds. The Funds compensate the CCO for his services as their CCO. G-2
Appendix IH – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants Audit Fees and Audit-Related Fees Group A Funds
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund/Portfolio1 | | Accounting
Firm2 | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year Prior
to Most
Recent
Fiscal
Year
End ($) | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | D&T | | | | 3/31 | | | | 41,718 | | | | 40,086 | | | | 44 | | | | — | | | | | | | | | BATS: Series C Portfolio | | | D&T | | | | 3/31 | | | | 36,720 | | | | 35,292 | | | | 44 | | | | — | | | | | | | | | BATS: Series E Portfolio | | | D&T | | | | 3/31 | | | | 42,738 | | | | 41,106 | | | | 44 | | | | — | | | | | | | | | BATS: Series M Portfolio | | | D&T | | | | 3/31 | | | | 32,640 | | | | 31,416 | | | | 44 | | | | — | | | | | | | | | BATS: Series P Portfolio | | | D&T | | | | 3/31 | | | | 20,808 | | | | 19,992 | | | | 44 | | | | — | | | | | | | | | BATS: Series S Portfolio | | | D&T | | | | 3/31 | | | | 36,720 | | | | 35,292 | | | | 44 | | | | — | | | | | | | | | BATS: Series V Portfolio | | | D&T | | | | 3/31 | | | | 42,738 | | | | 37,026 | | | | 44 | | | | — | | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | | D&T | | | | 9/30 | (3) | | | 74,970 | | | | N/A | | | | 44 | | | | — | | | | | | | | | BlackRock Total Return Fund | | | D&T | | | | 9/30 | | | | 7,956 | | | | 7,878 | | | | 44 | | | | — | | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | D&T | | | | 5/31 | | | | 36,312 | | | | 34,884 | | | | 44 | | | | — | | | | | | | | | | BlackRock ETF Trust II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock AAA CLO ETF | | | PwC | | | | 7/31 | (4) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | | BlackRock Flexible Income ETF | | | PwC | | | | 7/31 | (5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | | BlackRock Floating Rate Loan ETF | | | PwC | | | | 7/31 | (6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | | BlackRock High Yield Muni Income Bond ETF | | | PwC | | | | 7/31 | | | | 13,100 | | | | 11,800 | | | | — | | | | 2,500 | | | | | | | | | BlackRock Intermediate Muni Income Bond ETF | | | PwC | | | | 7/31 | | | | 13,100 | | | | 11,800 | | | | — | | | | 2,500 | | | | | | | | | BlackRock Short-Term California Muni Bond ETF | | | PwC | | | | 7/31 | (7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | | iShares Large Cap Deep Buffer ETF | | | PwC | | | | 7/31 | (8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | | iShares Large Cap Moderate Buffer ETF | | | PwC | | | | 7/31 | (8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund Name | | Accounting
Firm* | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($) | | BlackRock Advantage Global Fund, Inc. | | | D&T | | | | 6/30 | | | | 37,638 | | | | 37,630 | | | | — | | | | — | | | | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | | D&T | | | | 3/31 | | | | 8,160 | | | | 8,160 | | | | — | | | | — | | | | | | | | | BlackRock Balanced Capital Fund, Inc. | | | D&T | | | | 9/30 | | | | 23,460 | | | | 16,524 | | | | — | | | | — | | | | | | | | | BlackRock Basic Value Fund, Inc. | | | D&T | | | | 6/30 | | | | 42,228 | | | | 43,405 | | | | — | | | | — | | | | | | | | | BlackRock Capital Appreciation Fund, Inc. | | | D&T | | | | 9/30 | | | | 38,658 | | | | 39,848 | | | | — | | | | — | | | | | | | | | BlackRock Equity Dividend Fund | | | D&T | | | | 7/31 | | | | 30,906 | | | | 32,147 | | | | — | | | | 2,000 | | | | | | | | | BlackRock EuroFund | | | D&T | | | | 6/30 | | | | 36,924 | | | | 35,666 | | | | — | | | | — | | | | | | | | | BlackRock Focus Growth Fund, Inc. | | | D&T | | | | 8/31 | | | | 8,160 | | | | 8,160 | | | | — | | | | — | | | | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | | D&T | | | | 9/30 | | | | 23,460 | | | | 27,642 | | | | — | | | | 2,000 | | | | | | | | | BlackRock 40/60 Target Allocation Fund | | | D&T | | | | 9/30 | | | | 23,460 | | | | 27,642 | | | | — | | | | 2,000 | | | | | | | | | BlackRock 60/40 Target Allocation Fund | | | D&T | | | | 9/30 | | | | 23,460 | | | | 27,642 | | | | — | | | | 2,000 | | | | | | | | | BlackRock 80/20 Target Allocation Fund | | | D&T | | | | 9/30 | | | | 23,460 | | | | 27,642 | | | | — | | | | 2,000 | | | | | | | | | BlackRock Dynamic High Income Portfolio | | | PwC | | | | 7/31 | | | | 48,300 | | | | 48,250 | | | | — | | | | 2,000 | | | | | | | | | BlackRock Global Dividend Portfolio | | | PwC | | | | 7/31 | | | | 22,000 | | | | 29,000 | | | | — | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2020 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,445 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2025 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,445 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2030 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,445 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2035 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,445 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2040 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,444 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2045 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,444 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2050 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,444 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2055 Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,230 | | | | 1,444 | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta 2060 Fund1 | | | PwC | | | | 10/31 | | | | 13,595 | | | | — | | | | — | | | | — | | | | | | | | | BlackRock LifePath®Smart Beta Retirement Fund | | | PwC | | | | 10/31 | | | | 15,105 | | | | 15,255 | | | | 1,444 | | | | — | | | | | | | | | BlackRock Managed Income Fund | | | D&T | | | | 12/31 | | | | 40,622 | | | | 40,864 | | | | 4,000 | | | | — | | | | | | | | | BlackRock Multi-Asset Income Portfolio | | | PwC | | | | 7/31 | | | | 68,700 | | | | 68,701 | | | | — | | | | — | | | | | | | | | BlackRock Global Allocation Fund, Inc. | | | D&T | | | | 10/31 | | | | 99,399 | | | | 99,642 | | | | — | | | | — | | | | | | | | | BlackRock Long-Horizon Equity Fund | | | D&T | | | | 10/31 | | | | 33,932 | | | | 35,152 | | | | — | | | | — | |
H-1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund Name | | Accounting
Firm* | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($) | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | | D&T | | | | 1/31 | | | | 30,804 | | | | 29,597 | | | | — | | | | — | | | | | | | | | BlackRock Natural Resources Trust | | | D&T | | | | 7/31 | | | | 28,152 | | | | 29,419 | | | | — | | | | — | | | | | | | | | FDP Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | | D&T | | | | 5/31 | | | | 29,580 | | | | 30,566 | | | | — | | | | 2,000 | | | | | | | | | FDP BlackRock Equity Dividend Fund | | | D&T | | | | 5/31 | | | | 29,580 | | | | 30,566 | | | | — | | | | 2,000 | | | | | | | | | FDP BlackRock International Fund | | | D&T | | | | 5/31 | | | | 31,620 | | | | 32,912 | | | | — | | | | 2,000 | | | | | | | | | Managed Account Series | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage Global SmallCap Fund | | | D&T | | | | 8/31 | | | | 28,152 | | | | 28,169 | | | | — | | | | — | | | | | | | | | BlackRock GA Disciplined Volatility Equity Fund2 | | | D&T | | | | 10/31 | | | | 35,802 | | | | — | | | | — | | | | — | | | | | | | | | BlackRock GA Enhanced Equity Fund2 | | | D&T | | | | 10/31 | | | | 36,720 | | | | — | | | | — | | | | — | | | | | | | | | Mid Cap Dividend Fund | | | D&T | | | | 8/31 | | | | 27,846 | | | | 27,863 | | | | — | | | | — | | | | | | | | | Master Advantage U.S. Total Market LLC | | | D&T | | | | 3/31 | | | | 36,618 | | | | 36,635 | | | | — | | | | — | | | | | | | | | Master Focus Growth LLC | | | D&T | | | | 8/31 | | | | 25,092 | | | | 25,058 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund/Portfolio1 | | Accounting
Firm2 | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year Prior
to Most
Recent
Fiscal
Year
End ($) | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | | PwC | | | | 7/31 | (9) | | | 74,100 | | | | 74,100 | | | | — | | | | — | | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | | D&T | | | | 5/31 | | | | 41,616 | | | | 39,984 | | | | 44 | | | | — | | | | | | | | | BlackRock Systematic Multi-Strategy Fund | | | D&T | | | | 12/31 | | | | 65,586 | | | | 64,943 | | | | 44 | | | | — | | | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | | D&T | | | | 9/30 | | | | 74,970 | | | | 74,235 | | | | 44 | | | | — | | | | | | | | | BlackRock Floating Rate Income Portfolio | | | D&T | | | | 7/31 | (10) | | | 79,968 | | | | 79,184 | | | | — | | | | — | | | | | | | | | BlackRock GNMA Portfolio | | | D&T | | | | 9/30 | | | | 38,148 | | | | 37,774 | | | | 44 | | | | — | | | | | | | | | BlackRock High Yield Bond Portfolio | | | D&T | | | | 9/30 | | | | 74,970 | | | | 74,235 | | | | 44 | | | | — | | | | | | | | | BlackRock Impact Mortgage Fund | | | D&T | | | | 9/30 | | | | 37,536 | | | | 37,168 | | | | 44 | | | | — | | | | | | | | | BlackRock Income Fund | | | D&T | | | | 9/30 | | | | 59,976 | | | | 59,388 | | | | 44 | | | | — | | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | | D&T | | | | 12/31 | | | | 29,172 | | | | 28,886 | | | | 44 | | | | — | | | | | | | | | BlackRock Low Duration Bond Portfolio | | | D&T | | | | 9/30 | | | | 59,976 | | | | 59,388 | | | | 44 | | | | — | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | D&T | | | | 12/31 | (11) | | | 116,484 | | | | 115,342 | | | | 44 | | | | — | | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | | D&T | | | | 12/31 | | | | 39,984 | | | | 39,592 | | | | 44 | | | | 4,207 | | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | D&T | | | | 12/31 | | | | 41,106 | | | | 40,703 | | | | 4,044 | | | | — | | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | | D&T | | | | 9/30 | | | | 75,072 | | | | 74,336 | | | | 44 | | | | — | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | | D&T | | | | 9/30 | (3) | | | 53,958 | | | | N/A | | | | 44 | | | | N/A | | | | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | PwC | | | | 12/31 | | | | 11,000 | | | | 11,110 | | | | — | | | | — | |
H-2
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund/Portfolio1 | | Accounting
Firm2 | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year Prior
to Most
Recent
Fiscal
Year
End ($) | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | D&T | | | | 5/31 | | | | 32,232 | | | | 31,008 | | | | 44 | | | | — | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | | D&T | | | | 6/30 | | | | 33,864 | | | | 32,538 | | | | 44 | | | | 1,051 | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | D&T | | | | 5/31 | | | | 30,294 | | | | 29,172 | | | | 44 | | | | — | | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | D&T | | | | 6/30 | | | | 39,576 | | | | 38,046 | | | | 44 | | | | — | | | | | | | | | BlackRock Impact Municipal Fund | | | D&T | | | | 5/31 | | | | 38,352 | | | | 33,252 | | | | — | | | | — | | | | | | | | | BlackRock National Municipal Fund | | | D&T | | | | 6/30 | | | | 38,352 | | | | 36,924 | | | | 44 | | | | — | | | | | | | | | BlackRock Short-Term Municipal Fund | | | D&T | | | | 6/30 | | | | 31,416 | | | | 30,192 | | | | 44 | | | | — | | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | D&T | | | | 5/31 | | | | 38,556 | | | | 37,026 | | | | 44 | | | | — | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | D&T | | | | 12/31 | | | | 74,970 | | | | 74,235 | | | | 44 | | | | — | | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | D&T | | | | 4/30 | | | | 32,436 | | | | 31,212 | | | | 44 | | | | — | | | | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | D&T | | | | 9/30 | | | | 83,334 | | | | 82,517 | | | | 44 | | | | — | | | | | | | | | | Master Investment Portfolio II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | | D&T | | | | 12/31 | | | | 41,616 | | | | 39,984 | | | | 44 | | | | — | |
*1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | “D&T” refers to Deloitte & Touche LLP, and “PwC” refers to PricewaterhouseCoopers LLP. |
13 | | For the period May 31, 2017 (Commencement of Operations) toCommenced operations October 31, 2017.
18, 2021. |
24 | | ForCommenced operations January 10, 2023.
|
| 5 | | Commenced operations May 19, 2023. |
| 6 | | Commenced operations October 4, 2022. |
| 7 | | Commenced operations July 11, 2023. |
| 8 | | Commenced operations June 28, 2023. |
| 9 | | Tax services are not provided by the period June 1, 2017 (CommencementFund’s Independent Public Accounting Firm |
| 10 | | Effective July 31, 2023, BlackRock Floating Rate Income Portfolio fiscal year end changed from August 31 to July 31. The fees reflected are as of Operations) to OctoberAugust 31, 2017.2022. |
| 11 | | Includes fees for the Fund and the Fund’s subsidiary or subsidiaries. |
Group B FundsH-3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund Name | | Accounting
Firm* | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | D&T | | | | 3/31 | | | | 40,902 | | | | 40,940 | | | | — | | | | — | | | | | | | | | BATS: Series C Portfolio | | | D&T | | | | 3/31 | | | | 36,006 | | | | 36,032 | | | | — | | | | — | | | | | | | | | BATS: Series E Portfolio | | | D&T | | | | 3/31 | | | | 41,922 | | | | 41,960 | | | | — | | | | — | | | | | | | | | BATS: Series M Portfolio | | | D&T | | | | 3/31 | | | | 32,028 | | | | 32,003 | | | | — | | | | — | | | | | | | | | BATS: Series P Portfolio | | | D&T | | | | 3/31 | | | | 20,400 | | | | 34,514 | | | | — | | | | — | | | | | | | | | BATS: Series S Portfolio | | | D&T | | | | 3/31 | | | | 36,006 | | | | 36,032 | | | | — | | | | — | | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Total Return Fund | | | D&T | | | | 9/30 | | | | 8,160 | | | | 8,160 | | | | — | | | | — | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | D&T | | | | 5/31 | | | | 35,598 | | | | 34,323 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund Name | | Accounting
Firm* | | | Fiscal
Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio** | | | D&T | | | | 9/30 | | | | 53,550 | | | | 53,525 | | | | — | | | | — | | | | | | | | | BlackRock Credit Strategies Income Fund** | | | D&T | | | | 9/30 | | | | 52,428 | | | | 54,203 | | | | — | | | | 4,000 | | | | | | | | | BlackRock Emerging Markets Bond Fund**,1 | | | D&T | | | | 12/31 | | | | 36,720 | | | | — | | | | — | | | | — | | | | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio** | | | D&T | | | | 12/31 | | | | 41,897 | | | | 46,245 | | | | — | | | | — | | | | | | | | | BlackRock Emerging Markets Local Currency Bond Fund**,1 | | | D&T | | | | 12/31 | | | | 36,720 | | | | — | | | | — | | | | — | | | | | | | | | BlackRock Floating Rate Income Portfolio** | | | D&T | | | | 8/31 | | | | 94,860 | | | | 94,886 | | | | — | | | | 2,000 | | | | | | | | | BlackRock GNMA Portfolio** | | | D&T | | | | 9/30 | | | | 38,964 | | | | 38,913 | | | | — | | | | — | | | | | | | | | BlackRock High Yield Bond Portfolio** | | | D&T | | | | 9/30 | | | | 78,030 | | | | 79,203 | | | | — | | | | — | | | | | | | | | BlackRock Inflation Protected Bond Portfolio** | | | D&T | | | | 12/31 | | | | 29,810 | | | | 34,158 | | | | — | | | | — | | | | | | | | | BlackRock Low Duration Bond Portfolio** | | | D&T | | | | 9/30 | | | | 44,268 | | | | 44,243 | | | | — | | | | — | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio** | | | D&T | | | | 12/31 | | | | 118,779 | | | | 92,782 | | | | 2,000 | | | | — | | | | | | | | | BlackRock U.S. Government Bond Portfolio** | | | D&T | | | | 9/30 | | | | 39,576 | | | | 39,576 | | | | — | | | | — | | | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | D&T | | | | 5/31 | | | | 31,620 | | | | 30,396 | | | | — | | | | — | | | | | | | | | BlackRock New York Municipal Opportunities Fund | | | D&T | | | | 6/30 | | | | 33,252 | | | | 32,028 | | | | — | | | | — | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | D&T | | | | 5/31 | | | | 29,784 | | | | 28,560 | | | | — | | | | — | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | D&T | | | | 6/30 | | | | 38,862 | | | | 37,587 | | | | — | | | | — | | | | | | | | | BlackRock National Municipal Fund | | | D&T | | | | 6/30 | | | | 38,862 | | | | 40,086 | | | | — | | | | — | | | | | | | | | BlackRock Short-Term Municipal Fund | | | D&T | | | | 6/30 | | | | 30,804 | | | | 30,804 | | | | — | | | | — | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | D&T | | | | 5/31 | | | | 37,740 | | | | 36,465 | | | | — | | | | — | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | D&T | | | | 12/31 | | | | 42,432 | | | | 42,675 | | | | 4,000 | | | | — | | | | | | | | | FDP Series II, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund** | | | D&T | | | | 5/31 | | | | 40,800 | | | | 48,425 | | | | — | | | | 2,000 | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio** | | | D&T | | | | 4/30 | | | | 31,824 | | | | 31,850 | | | | — | | | | — | | | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | D&T | | | | 9/30 | | | | 85,068 | | | | 85,017 | | | | — | | | | — | |
* | | “D&T” refers to Deloitte & Touche LLP. |
** | | Information shown is that of the corresponding Predecessor Portfolio. |
1 | | For the period July 27, 2017 (Commencement of Operations) to December 31, 2017.
|
Tax Fees and All Other Fees Group A Funds
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees2 | | | All Other Fees3 | | Fund1 | | Fiscal Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | 3/31 | | | | 17,600 | | | | 18,100 | | | | 218 | | | | 420 | | | | | | | | BATS: Series C Portfolio | | | 3/31 | | | | 17,600 | | | | 18,100 | | | | 218 | | | | 420 | | | | | | | | BATS: Series E Portfolio | | | 3/31 | | | | 15,600 | | | | 16,800 | | | | 218 | | | | 420 | | | | | | | | BATS: Series M Portfolio | | | 3/31 | | | | 17,600 | | | | 18,100 | | | | 218 | | | | 420 | | | | | | | | BATS: Series P Portfolio | | | 3/31 | | | | 17,600 | | | | 18,100 | | | | 218 | | | | 420 | | | | | | | | BATS: Series S Portfolio | | | 3/31 | | | | 17,600 | | | | 18,100 | | | | 218 | | | | 420 | | | | | | | | BATS: Series V Portfolio | | | 3/31 | | | | 22,100 | | | | 23,500 | | | | 218 | | | | — | | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | | 9/30 | (4) | | | 28,900 | | | | N/A | | | | — | | | | N/A | | | | | | | | BlackRock Total Return Fund | | | 9/30 | | | | 18,900 | | | | 14,900 | | | | 431 | | | | 207 | | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 5/31 | | | | 19,900 | | | | 16,300 | | | | 218 | | | | 420 | | | | | | | | | BlackRock ETF Trust II | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock AAA CLO ETF | | | 7/31 | (5) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | BlackRock Flexible Income ETF | | | 7/31 | (6) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | BlackRock Floating Rate Loan ETF | | | 7/31 | (7) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | BlackRock High Yield Muni Income Bond ETF | | | 7/31 | | | | 9,700 | | | | 9,700 | | | | — | | | | — | | | | | | | | BlackRock Intermediate Muni Income Bond ETF | | | 7/31 | | | | 9,700 | | | | 9,700 | | | | — | | | | — | | | | | | | | BlackRock Short-Term California Muni Bond ETF | | | 7/31 | (8) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | iShares Large Cap Deep Buffer ETF | | | 7/31 | (9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | iShares Large Cap Moderate Buffer ETF | | | 7/31 | (9) | | | N/A | | | | N/A | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | Tax Fees* | | | All Other Fees | Fund Name | | Fiscal
Year
End | | | Most Recent
Fiscal Year
($) | | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | | | Most
Recent
Fiscal
Year ($) | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | BlackRock Advantage Global Fund, Inc. | | | 6/30 | | | | 16,500 | | | | 14,765 | | | — | | — | | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | | 3/31 | | | | 13,100 | | | | 13,707 | | | — | | — | | | | | | | BlackRock Balanced Capital Fund, Inc. | | | 9/30 | | | | 15,700 | | | | 16,257 | | | — | | — | | | | | | | BlackRock Basic Value Fund, Inc. | | | 6/30 | | | | 16,100 | | | | 13,707 | | | — | | — | | | | | | | BlackRock Capital Appreciation Fund, Inc. | | | 9/30 | | | | 13,100 | | | | 13,707 | | | — | | — | | | | | | | BlackRock Equity Dividend Fund | | | 7/31 | | | | 16,700 | | | | 14,007 | | | — | | — | | | | | | | BlackRock EuroFund | | | 6/30 | | | | 16,200 | | | | 14,727 | | | — | | — | | | | | | | BlackRock Focus Growth Fund, Inc. | | | 8/31 | | | | 9,700 | | | | 9,990 | | | — | | — | | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 15,000 | | | — | | — | | | | | | | BlackRock 40/60 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 15,000 | | | — | | — | | | | | | | BlackRock 60/40 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 15,000 | | | — | | — | | | | | | | BlackRock 80/20 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 15,000 | | | — | | — | | | | | | | BlackRock Dynamic High Income Portfolio1 | | | 7/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock Global Dividend Portfolio1 | | | 7/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2020 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2025 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2030 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2035 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2040 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2045 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2050 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2055 Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta 2060 Fund1,2 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock LifePath®Smart Beta Retirement Fund1 | | | 10/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock Managed Income Fund | | | 12/31 | | | | 16,002 | | | | 15,402 | | | — | | — | | | | | | | BlackRock Multi-Asset Income Portfolio1 | | | 7/31 | | | | — | | | | — | | | — | | — | | | | | | | BlackRock Global Allocation Fund, Inc. | | | 10/31 | | | | 21,800 | | | | 20,000 | | | — | | — | | | | | | | BlackRock Long-Horizon Equity Fund | | | 10/31 | | | | 15,027 | | | | 14,127 | | | — | | — | | | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | | 1/31 | | | | 13,100 | | | | 14,007 | | | — | | — | | | | | | | BlackRock Natural Resources Trust | | | 7/31 | | | | 16,700 | | | | 14,045 | | | — | | — |
H-4 | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees* | | | All Other Fees | | Fund Name | | Fiscal
Year
End | | | Most Recent
Fiscal Year
($) | | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | | | Most
Recent
Fiscal
Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | FDP Series, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | | 5/31 | | | | 14,600 | | | | 13,140 | | | | — | | | | — | | | | | | | | FDP BlackRock Equity Dividend Fund | | | 5/31 | | | | 14,600 | | | | 13,140 | | | | — | | | | — | | | | | | | | FDP BlackRock International Fund | | | 5/31 | | | | 15,400 | | | | 14,160 | | | | — | | | | — | | | | | | | | Managed Account Series | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage Global SmallCap Fund | | | 8/31 | | | | 13,200 | | | | 14,058 | | | | — | | | | — | | | | | | | | BlackRock GA Disciplined Volatility Equity Fund3 | | | 10/31 | | | | 20,000 | | | | — | | | | — | | | | — | | | | | | | | BlackRock GA Enhanced Equity Fund3 | | | 10/31 | | | | 20,000 | | | | — | | | | — | | | | — | | | | | | | | Mid Cap Dividend Fund | | | 8/31 | | | | 13,100 | | | | 14,007 | | | | — | | | | — | | | | | | | | Master Advantage U.S. Total Market LLC4 | | | 3/31 | | | | — | | | | — | | | | — | | | | — | | | | | | | | Master Focus Growth LLC4 | | | 8/31 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees2 | | | All Other Fees3 | | Fund1 | | Fiscal Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | | 7/31 | (10) | | | — | | | | — | | | | — | | | | — | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | | 5/31 | | | | 18,200 | | | | 17,500 | | | | 218 | | | | 420 | | | | | | | | BlackRock Systematic Multi-Strategy Fund | | | 12/31 | | | | 29,000 | | | | 35,800 | | | | 431 | | | | 207 | | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | | 9/30 | | | | 21,400 | | | | 19,400 | | | | 431 | | | | 210 | | | | | | | | BlackRock Floating Rate Income Portfolio | | | 7/31 | (11) | | | 19,000 | | | | 17,000 | | | | 476 | | | | 210 | | | | | | | | BlackRock GNMA Portfolio | | | 9/30 | | | | 16,900 | | | | 14,900 | | | | 431 | | | | 210 | | | | | | | | BlackRock High Yield Bond Portfolio | | | 9/30 | | | | 50,915 | | | | 20,000 | | | | 431 | | | | 210 | | | | | | | | BlackRock Impact Mortgage Fund | | | 9/30 | | | | 16,900 | | | | 14,900 | | | | 431 | | | | 210 | | | | | | | | BlackRock Income Fund | | | 9/30 | | | | 16,900 | | | | 14,900 | | | | 431 | | | | 210 | | | | | | | | BlackRock Inflation Protected Bond Portfolio | | | 12/31 | | | | 22,000 | | | | 21,200 | | | | 431 | | | | 210 | | | | | | | | BlackRock Low Duration Bond Portfolio | | | 9/30 | | | | 22,000 | | | | 20,000 | | | | 431 | | | | 210 | | | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | 12/31 | (12) | | | 33,000 | | | | 31,800 | | | | 431 | | | | 210 | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | | 12/31 | | | | 19,000 | | | | 18,800 | | | | 431 | | | | — | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | 12/31 | | | | 19,000 | | | | 18,800 | | | | 431 | | | | 210 | | | | | | | | BlackRock Sustainable High Yield Bond Fund | | | 9/30 | | | | 16,900 | | | | 23,000 | | | | 218 | | | | — | | | | | | | | BlackRock Sustainable Low Duration Bond Fund | | | 9/30 | (4) | | | 28,900 | | | | N/A | | | | — | | | | N/A | | | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | 12/31 | | | | 10,750 | | | | 8,100 | | | | — | | | | — | |
H-5
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees2 | | | All Other Fees3 | | Fund1 | | Fiscal Year
End | | | Most
Recent
Fiscal
Year ($) | | | Fiscal
Year
Prior to
Most
Recent
Fiscal
Year
End ($) | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 5/31 | | | | 16,300 | | | | 16,300 | | | | 218 | | | | 420 | | | | | | | | BlackRock New York Municipal Opportunities Fund | | | 6/30 | | | | 16,300 | | | | 19,600 | | | | — | | | | — | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 5/31 | | | | 16,300 | | | | 16,300 | | | | 218 | | | | 420 | | | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 6/30 | | | | 16,900 | | | | 14,500 | | | | — | | | | 638 | | | | | | | | BlackRock Impact Municipal Fund | | | 5/31 | | | | 15,100 | | | | 16,500 | | | | — | | | | — | | | | | | | | BlackRock National Municipal Fund | | | 6/30 | | | | 16,900 | | | | 14,500 | | | | — | | | | 638 | | | | | | | | BlackRock Short-Term Municipal Fund | | | 6/30 | | | | 16,300 | | | | 14,500 | | | | — | | | | 638 | | | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 5/31 | | | | 19,900 | | | | 19,300 | | | | 218 | | | | 420 | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 12/31 | | | | 19,000 | | | | 18,800 | | | | 431 | | | | 207 | | | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | 4/30 | | | | 18,300 | | | | 16,400 | | | | 218 | | | | 423 | | | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | 9/30 | | | | 30,000 | | | | 30,000 | | | | 431 | | | | 207 | | | | | | | | | Master Investment Portfolio II | | | | | | | | | | | | | | | | | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | | 12/31 | | | | 18,200 | | | | 17,500 | | | | 218 | | | | 420 | |
*1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
13 | | The Other Fees represent each Fund’s allocable share of fees paid for issuance of Compliance Attestation Reports pursuant to Rule 38a-1 under the 1940 Act. The amount paid by each Fund and other BlackRock open-end and closed-end funds is allocated evenly across all funds in existence during the period when the applicable services were performed. |
| 4 | | Commenced operations October 18, 2021. |
| 5 | | Commenced operations January 10, 2023. |
| 6 | | Commenced operations May 19, 2023. |
| 7 | | Commenced operations October 4, 2022. |
| 8 | | Commenced operations July 11, 2023. |
| 9 | | Commenced operations June 28, 2023. |
| 10 | | Tax services are not provided by the Fund’s Independent Registered Public Accounting Firm.Firm |
211 | | For the period MayEffective July 31, 2017 (Commencement2023, BlackRock Floating Rate Income Portfolio fiscal year end changed from August 31 to July 31. The fees reflected are as of Operations) to OctoberAugust 31, 2017.
2022. |
312 | | ForIncludes fees for the period June 1, 2017 (Commencement of Operations) to October 31, 2017.
|
4 | | Master Fund does not require tax services.
and the Fund’s subsidiary or subsidiaries. |
Group B FundsH-6
| | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees* | | | All Other Fees | | Fund Name | | Fiscal
Year
End | | | Most
Recent
Fiscal Year
($) | | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | | | Most
Recent
Fiscal Year
($) | | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | — | | | | — | | | | | | | | BATS: Series C Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | — | | | | — | | | | | | | | BATS: Series E Portfolio | | | 3/31 | | | | 13,400 | | | | 13,362 | | | | — | | | | — | | | | | | | | BATS: Series M Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | — | | | | — | | | | | | | | BATS: Series P Portfolio | | | 3/31 | | | | 15,400 | | | | 15,402 | | | | — | | | | — | | | | | | | | BATS: Series S Portfolio | | | 3/31 | | | | 15,400 | | | | 15,402 | | | | — | | | | — | | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Total Return Fund | | | 9/30 | | | | 15,400 | | | | 15,402 | | | | — | | | | — | | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | | — | | | | — | | | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio** | | | 9/30 | | | | 20,000 | | | | 20,000 | | | | — | | | | — | | | | | | | | BlackRock Credit Strategies Income Fund** | | | 9/30 | | | | 15,400 | | | | 15,402 | | | | — | | | | — | | | | | | | | BlackRock Emerging Markets Bond Fund** | | | 12/31 | | | | 17,500 | | | | — | | | | — | | | | — | | | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio** | | | 12/31 | | | | 18,100 | | | | 17,500 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | Tax Fees* | | | All Other Fees | Fund Name | | Fiscal
Year
End | | | Most
Recent
Fiscal Year
($) | | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | | | Most
Recent
Fiscal Year
($) | | Fiscal Year Prior
to Most Recent
Fiscal Year End
($) | BlackRock Emerging Markets Local Currency Bond Fund** | | | 12/31 | | | | 17,500 | | | | — | | | — | | — | | | | | | | BlackRock Floating Rate Income Portfolio** | | | 8/31 | | | | 17,500 | | | | 17,500 | | | — | | — | | | | | | | BlackRock GNMA Portfolio** | | | 9/30 | | | | 15,400 | | | | 15,402 | | | — | | — | | | | | | | BlackRock High Yield Bond Portfolio** | | | 9/30 | | | | 20,000 | | | | 38,900 | | | — | | — | | | | | | | BlackRock Inflation Protected Bond Portfolio** | | | 12/31 | | | | 20,000 | | | | 20,000 | | | — | | — | | | | | | | BlackRock Low Duration Bond Portfolio** | | | 9/30 | | | | 20,000 | | | | 20,000 | | | — | | — | | | | | | | BlackRock Strategic Income Opportunities Portfolio** | | | 12/31 | | | | 20,600 | | | | 20,000 | | | — | | — | | | | | | | BlackRock U.S. Government Bond Portfolio** | | | 9/30 | | | | 15,400 | | | | 15,402 | | | — | | — | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | — | | — | | | | | | | BlackRock New York Municipal Opportunities Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | — | | — | | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | — | | — | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,890 | | | — | | — | | | | | | | BlackRock National Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | — | | — | | | | | | | BlackRock Short-Term Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | — | | — | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 5/31 | | | | 17,700 | | | | 14,052 | | | — | | — | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 12/31 | | | | 18,138 | | | | 17,500 | | | — | | — | | | | | | | FDP Series II, Inc. | | | | | | | | | | | | | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund** | | | 5/31 | | | | 16,000 | | | | 15,402 | | | — | | — | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio** | | | 4/30 | | | | 14,800 | | | | 14,841 | | | — | | — | | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | 9/30 | | | | 20,000 | | | | 20,000 | | | — | | — |
* | | All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
** | | Information shown is that of the corresponding Predecessor Portfolio. |
AggregateNon-Audit Fees for Services Provided to Each Fund and its Affiliated Service ProvidersPre-Approved by the Audit Committee*Committee Group A Funds
| | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund1 | | Fiscal Year End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | 3/31 | | | | 17,862 | | | | 18,520 | | | | | | BATS: Series C Portfolio | | | 3/31 | | | | 17,862 | | | | 18,520 | | | | | | BATS: Series E Portfolio | | | 3/31 | | | | 15,862 | | | | 17,220 | | | | | | BATS: Series M Portfolio | | | 3/31 | | | | 17,862 | | | | 18,520 | | | | | | BATS: Series P Portfolio | | | 3/31 | | | | 17,862 | | | | 18,520 | | | | | | BATS: Series S Portfolio | | | 3/31 | | | | 17,862 | | | | 18,520 | | | | | | BATS: Series V Portfolio | | | 3/31 | | | | 22,362 | | | | 23,500 | | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | | 9/30 | (2) | | | 28,944 | | | | N/A | | | | | | BlackRock Total Return Fund | | | 9/30 | | | | 19,376 | | | | 15,107 | | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 5/31 | | | | 20,162 | | | | 16,720 | | | | | | | BlackRock ETF Trust II | | | | | | | | | | | | | | | | | BlackRock AAA CLO ETF | | | 7/31 | (3) | | | N/A | | | | N/A | | | | | | BlackRock Flexible Income ETF | | | 7/31 | (4) | | | N/A | | | | N/A | | | | | | BlackRock Floating Rate Loan ETF | | | 7/31 | (5) | | | N/A | | | | N/A | | | | | | BlackRock High Yield Muni Income Bond ETF | | | 7/31 | | | | 9,700 | | | | 12,200 | | | | | | BlackRock Intermediate Muni Income Bond ETF | | | 7/31 | | | | 9,700 | | | | 12,200 | | | | | | BlackRock Short-Term California Muni Bond ETF | | | 7/31 | (6) | | | N/A | | | | N/A | | | | | | iShares Large Cap Deep Buffer ETF | | | 7/31 | (7) | | | N/A | | | | N/A | | | | | | iShares Large Cap Moderate Buffer ETF | | | 7/31 | (7) | | | N/A | | | | N/A | | | | | | | BlackRock Funds IV | | | | | | | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | | 7/31 | (8) | | | — | | | | — | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | | 5/31 | | | | 18,462 | | | | 17,920 | | | | | | BlackRock Systematic Multi-Strategy Fund | | | 12/31 | | | | 29,475 | | | | 36,007 | |
| | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund Name | | Fiscal Year
End | | | Most Recent Fiscal
Year ($) | | | Fiscal Year Prior to Most Recent
Fiscal Year End ($) | | BlackRock Advantage Global Fund, Inc. | | | 6/30 | | | | 16,500 | | | | 14,765 | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | | 3/31 | | | | 13,100 | | | | 13,707 | | | | | | BlackRock Balanced Capital Fund, Inc. | | | 9/30 | | | | 15,700 | | | | 16,257 | | | | | | BlackRock Basic Value Fund, Inc. | | | 6/30 | | | | 16,100 | | | | 13,707 | | | | | | BlackRock Capital Appreciation Fund, Inc. | | | 9/30 | | | | 13,100 | | | | 13,707 | | | | | | BlackRock Equity Dividend Fund | | | 7/31 | | | | 16,700 | | | | 16,007 | | | | | | BlackRock EuroFund | | | 6/30 | | | | 16,200 | | | | 14,727 | | | | | | BlackRock Focus Growth Fund, Inc. | | | 8/31 | | | | 9,700 | | | | 9,990 | | | | | | BlackRock Funds II | | | | | | | | | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 17,000 | | | | | | BlackRock 40/60 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 17,000 | | | | | | BlackRock 60/40 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 17,000 | | | | | | BlackRock 80/20 Target Allocation Fund | | | 9/30 | | | | 15,000 | | | | 17,000 | | | | | | BlackRock Dynamic High Income Portfolio | | | 7/31 | | | | — | | | | 2,000 | | | | | | BlackRock Global Dividend Portfolio | | | 7/31 | | | | — | | | | — | | | | | | BlackRock LifePath®Smart Beta 2020 Fund | | | 10/31 | | | | 1,445 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2025 Fund | | | 10/31 | | | | 1,445 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2030 Fund | | | 10/31 | | | | 1,445 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2035 Fund | | | 10/31 | | | | 1,445 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2040 Fund | | | 10/31 | | | | 1,444 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2045 Fund | | | 10/31 | | | | 1,444 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2050 Fund | | | 10/31 | | | | 1,444 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2055 Fund | | | 10/31 | | | | 1,444 | | | | — | | | | | | BlackRock LifePath®Smart Beta 2060 Fund1 | | | 10/31 | | | | — | | | | — | | | | | | BlackRock LifePath®Smart Beta Retirement Fund | | | 10/31 | | | | 1,444 | | | | — | | | | | | BlackRock Managed Income Fund | | | 12/31 | | | | 20,002 | | | | 15,402 | | | | | | BlackRock Multi-Asset Income Portfolio | | | 7/31 | | | | — | | | | — | | | | | | BlackRock Global Allocation Fund, Inc. | | | 10/31 | | | | 21,800 | | | | 20,000 | | | | | | BlackRock Long-Horizon Equity Fund | | | 10/31 | | | | 15,027 | | | | 14,127 | | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | | | | | | | | | | | | | BlackRock Mid Cap Dividend Fund | | | 1/31 | | | | 13,100 | | | | 14,007 | | | | | | BlackRock Natural Resources Trust | | | 7/31 | | | | 16,700 | | | | 14,045 | |
H-7 | | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund Name | | Fiscal Year
End | | | Most Recent Fiscal
Year ($) | | | Fiscal Year Prior to Most Recent
Fiscal Year End ($) | | FDP Series, Inc. | | | | | | | | | | | | | | | | | FDP BlackRock Capital Appreciation Fund | | | 5/31 | | | | 14,600 | | | | 15,140 | | | | | | FDP BlackRock Equity Dividend Fund | | | 5/31 | | | | 14,600 | | | | 15,140 | | | | | | FDP BlackRock International Fund | | | 5/31 | | | | 15,400 | | | | 16,160 | | | | | | Managed Account Series | | | | | | | | | | | | | | | | | Advantage Global SmallCap Fund | | | 8/31 | | | | 13,200 | | | | 14,058 | | | | | | BlackRock GA Disciplined Volatility Equity Fund2 | | | 10/31 | | | | 20,000 | | | | — | | | | | | BlackRock GA Enhanced Equity Fund2 | | | 10/31 | | | | 20,000 | | | | — | | | | | | Mid Cap Dividend Fund | | | 8/31 | | | | 13,100 | | | | 14,007 | | | | | | Master Advantage U.S. Total Market LLC | | | 3/31 | | | | — | | | | — | | | | | | Master Focus Growth LLC | | | 8/31 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund1 | | Fiscal Year End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | BlackRock Funds V | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio | | | 9/30 | | | | 21,875 | | | | 19,610 | | | | | | BlackRock Floating Rate Income Portfolio | | | 7/31 | (9) | | | 19,476 | | | | 17,210 | | | | | | BlackRock GNMA Portfolio | | | 9/30 | | | | 17,375 | | | | 15,110 | | | | | | BlackRock High Yield Bond Portfolio | | | 9/30 | | | | 51,390 | | | | 20,210 | | | | | | BlackRock Impact Mortgage Fund | | | 9/30 | | | | 17,375 | | | | 15,110 | | | | | | BlackRock Income Fund | | | 9/30 | | | | 17,375 | | | | 15,110 | | | | | | BlackRock Inflation Protected Bond Portfolio | | | 12/31 | | | | 22,475 | | | | 21,410 | | | | | | BlackRock Low Duration Bond Portfolio | | | 9/30 | | | | 22,475 | | | | 20,210 | | | | | | BlackRock Strategic Income Opportunities Portfolio | | | 12/31 | (10) | | | 33,475 | | | | 32,010 | | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | | 12/31 | | | | 19,475 | | | | 23,007 | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | 12/31 | | | | 23,475 | | | | 19,010 | | | | | | BlackRock Sustainable High Yield Bond Fund | | | 9/30 | | | | 17,162 | | | | 23,000 | | | | | | BlackRock Sustainable Low Duration Bond Fund | | | 9/30 | (2) | | | 28,944 | | | | N/A | | | | | | | BlackRock Funds VI | | | | | | | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | 12/31 | | | | 10,750 | | | | 8,100 | | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 5/31 | | | | 16,562 | | | | 16,720 | | | | | | BlackRock New York Municipal Opportunities Fund | | | 6/30 | | | | 16,344 | | | | 20,651 | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 5/31 | | | | 16,562 | | | | 16,720 | | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 6/30 | | | | 16,944 | | | | 15,138 | | | | | | BlackRock Impact Municipal Fund | | | 5/31 | | | | 15,100 | | | | 16,500 | | | | | | BlackRock National Municipal Fund | | | 6/30 | | | | 16,944 | | | | 15,138 | | | | | | BlackRock Short-Term Municipal Fund | | | 6/30 | | | | 16,344 | | | | 15,138 | | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 5/31 | | | | 20,162 | | | | 19,720 | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 12/31 | | | | 19,475 | | | | 19,007 | | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | 4/30 | | | | 18,562 | | | | 16,823 | |
H-8
| | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund1 | | Fiscal Year End | | | Most Recent
Fiscal Year ($) | | | Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) | | | Master Bond LLC | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | 9/30 | | | | 30,476 | | | | 30,207 | | | | | | | Master Investment Portfolio II | | | | | | | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | | 12/31 | | | | 18,462 | | | | 17,920 | |
*1 | | Non-audit feesThe Portfolios of $2,129,000 and $2,154,000 forseries Funds are set forth below the calendar years ended December 31, 2017 and December 31, 2016, respectively, were paid in their entirety by BlackRock, in connection with services provided toname of the Affiliated Service Providers of each Fund and of other funds in the BlackRock Fund complex for a service organization review and subscription to the Deloitte Accounting Research Tool. These amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per Fund basis.applicable Fund. |
12 | | For the period May 31, 2017 (Commencement of Operations) toCommenced operations October 31, 2017.
18, 2021. |
23 | | For the period June 1, 2017 (Commencement of Operations) to October 31, 2017.
|
| | | | | | | | | | | | | | | | | | Group B Funds | | | | | | | | | | | | | | | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | | | BATS: Series C Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | | | BATS: Series E Portfolio | | | 3/31 | | | | 13,400 | | | | 13,362 | | | | | | BATS: Series M Portfolio | | | 3/31 | | | | 15,400 | | | | 16,002 | | | | | | BATS: Series P Portfolio | | | 3/31 | | | | 15,400 | | | | 15,402 | | | | | | BATS: Series S Portfolio | | | 3/31 | | | | 15,400 | | | | 15,402 | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock Total Return Fund | | | 9/30 | | | | 15,400 | | | | 15,402 | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock Funds V | | | | | | | | | | | | | | | | | BlackRock Core Bond Portfolio** | | | 9/30 | | | | 20,000 | | | | 20,000 | | | | | | BlackRock Credit Strategies Income Fund** | | | 9/30 | | | | 15,400 | | | | 19,402 | | | | | | BlackRock Emerging Markets Bond Fund** | | | 12/31 | | | | 17,500 | | | | — | | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio** | | | 12/31 | | | | 18,100 | | | | 17,500 | | | | | | BlackRock Emerging Markets Local Currency Bond Fund** | | | 12/31 | | | | 17,500 | | | | — | | | | | | BlackRock Floating Rate Income Portfolio** | | | 8/31 | | | | 17,500 | | | | 19,500 | |
| | | | | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund Name | | Fiscal Year
End | | | Most Recent Fiscal
Year ($) | | | Fiscal Year Prior to Most Recent
Fiscal Year End ($) | | BlackRock GNMA Portfolio** | | | 9/30 | | | | 15,400 | | | | 15,402 | | | | | | BlackRock High Yield Bond Portfolio** | | | 9/30 | | | | 39,410 | 1 | | | 38,900 | 1 | | | | | BlackRock Inflation Protected Bond Portfolio** | | | 12/31 | | | | 20,000 | | | | 20,000 | | | | | | BlackRock Low Duration Bond Portfolio** | | | 9/30 | | | | 20,000 | | | | 20,000 | | | | | | BlackRock Strategic Income Opportunities Portfolio** | | | 12/31 | | | | 22,600 | | | | 20,000 | | | | | | BlackRock U.S. Government Bond Portfolio** | | | 9/30 | | | | 15,400 | | | | 15,402 | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock New York Municipal Opportunities Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | 5/31 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,890 | | | | | | BlackRock National Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock Short-Term Municipal Fund | | | 6/30 | | | | 13,500 | | | | 12,852 | | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | 5/31 | | | | 17,700 | | | | 14,052 | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | 12/31 | | | | 22,138 | | | | 17,500 | | | | | | FDP Series II, Inc. | | | | | | | | | | | | | | | | | FDP BlackRock CoreAlpha Bond Fund** | | | 5/31 | | | | 16,000 | | | | 17,402 | | | | | | Managed Account Series II | | | | | | | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio** | | | 4/30 | | | | 14,800 | | | | 14,841 | | | | | | Master Bond LLC | | | | | | | | | | | | | | | | | Master Total Return Portfolio | | | 9/30 | | | | 20,000 | | | | 20,000 | |
* | | Non-audit fees of $2,129,000 and $2,154,000 for the calendar years ended December 31, 2017 and December 31, 2016, respectively, were paid in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of each Fund and of other funds in the BlackRock Fund complex for a service organization review and subscription to the Deloitte Accounting Research Tool. These amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per Fund basis.Commenced operations January 10, 2023. |
**4 | | Information shown is that of the corresponding Predecessor Portfolio.Commenced operations May 19, 2023. |
15 | | Commenced operations October 4, 2022. |
| 6 | | Commenced operations July 11, 2023. |
| 7 | | Commenced operations June 28, 2023. |
| 8 | | Tax services are not provided by the Fund’s Independent Public Accounting Firm |
| 9 | | Effective July 31, 2023, BlackRock Floating Rate Income Portfolio fiscal year end changed from August 31 to July 31. The fees reflected are as of August 31, 2022. |
| 10 | | Includes fees for the PortfolioFund and the Portfolio’sFund’s subsidiary or subsidiaries. |
H-9
Appendix JI – Investment Manager,Sub-Advisers and Administrators The table below identifies the investment manager,sub-adviser(s), if any, and administrator(s), if any, to the Funds.Funds/Portfolios. Additional information about the investment manager andsub-advisers is set forth after the table below. Group A Funds
| | | | | | | Fund/PortfolioFund1
| | Investment
Manager | | Sub-Adviser(s) | | AdministratorSub-Adviser(s)
| BlackRock Advantage Global Fund, Inc.
| | BlackRock
Advisors, LLC | | — | | —1Administrator | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | Feeder Fund –
the Master
Fund’s
Investment
Manager is
BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock Balanced Capital Fund, Inc.
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Basic Value Fund, Inc.
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Capital Appreciation Fund, Inc.
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Equity Dividend Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock EuroFund
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | —1 | | | | | BlackRock Focus Growth Fund, Inc.
| | Feeder Fund –
the Master
Fund’s
Investment
Manager is
BlackRock
Advisors, LLC | | — | | Feeder Fund – The Master Fund’s administrator is BlackRock Advisors, LLC | | | | | BlackRock Funds II
Allocation Target Shares | | | | | | | | | | | BlackRock 20/80 Target Allocation FundBATS: Series A Portfolio
| | BlackRock
Advisors, LLC | | BlackRock International Limited | | BNY Mellon Investment Servicing (US) Inc. | BATS: Series C Portfolio | | BlackRock Advisors, LLC | | BlackRock International Limited | | BNY Mellon Investment Servicing (US) Inc. | BATS: Series E Portfolio | | BlackRock Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | BNY Mellon Investment Servicing (US) Inc. | BlackRock 40/60 Target Allocation Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock 60/40 Target Allocation Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock 80/20 Target Allocation Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock Dynamic High IncomeBATS: Series M Portfolio
| | BlackRock
Advisors, LLC | | BlackRock Asset
Management North
Asia LimitedBlackRock
(Singapore) Limited
| | BlackRock Advisors, LLC |
| | | | | | | Fund/Portfolio
| | Investment
Manager | | Sub-Adviser(s) | | Administrator
| BlackRock Global Dividend Portfolio
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | BlackRock Advisors, LLC | | | | BNY Mellon Investment Servicing (US) Inc. | BlackRock LifePath®Smart Beta 2020 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2025 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2030 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2035 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2040 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2045 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2050 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2055 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta 2060 Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock LifePath®Smart Beta Retirement Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock Managed Income Fund
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock Multi-Asset IncomeBATS: Series P Portfolio
| | BlackRock
Advisors, LLC | | BlackRock Asset
Management North
Asia LimitedBlackRock
(Singapore) Limited
| | BlackRock Advisors, LLC | | BlackRock International Limited | | BNY Mellon Investment Servicing (US) Inc. | BlackRock Global Allocation Fund, Inc.BATS: Series S Portfolio
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Long-Horizon Equity Fund
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | —1 | | | | BNY Mellon Investment Servicing (US) Inc. | BlackRock Mid Cap DividendBATS: Series Inc.
| | | | | | | | | | | BlackRock Mid Cap Dividend FundV Portfolio
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Natural Resources Trust
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | —1 | | | | | FDP Series, Inc.
| | | | | | | | | | | FDP BlackRock Capital Appreciation Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | FDP BlackRock Equity Dividend Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | FDP BlackRock International Fund
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | —1 |
| | | | | | | Fund/Portfolio
| | Investment
Manager | | Sub-Adviser(s) | | Administrator
| Managed Account Series
| | | | | | | | | | | Advantage Global SmallCap Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock GA Disciplined Volatility Equity Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock GA Enhanced Equity Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | Mid Cap Dividend Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | Master Advantage U.S. Total Market LLC
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | Master Focus Growth LLC
| | BlackRock
Advisors, LLC | | — | | —1 |
1 | | Fund does not have an administrator; however, BlackRock Advisors, LLC provides certain administrative services to the Fund.
|
Group B Funds
| | | | | | | Fund/Portfolio
| | Investment
Manager | | Sub-Adviser(s) | | Administrator
| BlackRock Allocation Target Shares
| | | | | | | | | | | BATS: Series A Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BATS: Series C Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BATS: Series E Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BATS: Series M Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BATS: Series P Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BATS: Series S Portfolio
| | BlackRock
Advisors, LLC | | — | | BNY Mellon Investment Servicing (US) Inc. | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | BlackRock
Advisors, LLC | | BlackRock
International
Limited BlackRock
(Singapore) Limited | | BlackRock Advisors, LLC | BlackRock Total Return Fund | | BlackRock Advisors, LLC | | BlackRock International Limited BlackRock (Singapore) Limited | | Feeder Fund – The Master Fund’s administrator is BlackRock Advisors, LLC provides certain administrative services to the Master Fund | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | BlackRock California Municipal SeriesOpportunities Fund | | BlackRock Advisors, LLC | | — | | —2 |
I-1
| | | | | | | Fund1 | | Investment Manager | | Sub-Adviser(s) | | Administrator | | | | | | BlackRock ETF Trust II | | | | | | | | | | | BlackRock AAA CLO ETF | | BlackRock Fund Advisors | | — | | State Street Bank and Trust Company | | | | | BlackRock Flexible Income ETF | | BlackRock Fund Advisors | | BlackRock International Limited BlackRock (Singapore) Limited | | State Street Bank and Trust Company | | | | | BlackRock Floating Rate Loan ETF | | BlackRock Fund Advisors | | — | | State Street Bank and Trust Company | | | | | BlackRock High Yield Muni Income Bond ETF | | BlackRock Fund Advisors | | — | | State Street Bank and Trust Company | | | | | BlackRock Intermediate Muni Income Bond ETF | | BlackRock Fund Advisors | | — | | State Street Bank and Trust Company | | | | | BlackRock Short-Term California Muni Bond ETF | | BlackRock Fund Advisors | | — | | State Street Bank and Trust Company | | | | | iShares Large Cap Deep Buffer ETF | | BlackRock Fund Advisors | | — | | The Bank of New York Mellon | | | | | iShares Large Cap Moderate Buffer ETF | | BlackRock Fund Advisors | | — | | The Bank of New York Mellon | | | | | BlackRock Funds IV | | | | | | | | | | | BlackRock California Municipal OpportunitiesGlobal Long/Short Credit Fund | | BlackRock
Advisors, LLC | | —BlackRock International Limited BlackRock (Singapore) Limited | | —1BlackRock Advisors, LLC | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | BlackRock Advisors, LLC | | | | | BlackRock Systematic Multi-Strategy Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | BlackRock Advisors, LLC | | | | | BlackRock Funds V | | | | | | | | | | | BlackRock Core Bond Portfolio | | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC |
| | | | | | | Fund/Portfolio
| | Investment
Manager | | Sub-Adviser(s) | | AdministratorBlackRock International Limited
| BlackRock Credit Strategies Income Fund | | BlackRock
Advisors, LLC | | BlackRock
International
LimitedBlackRock
(Singapore) Limited
| | BlackRock Advisors, LLC | | | | | BlackRock Emerging Markets Bond FundFloating Rate Income Portfolio | | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | BlackRock Advisors, LLC | | | | | BlackRock Emerging Markets Flexible Dynamic BondGNMA Portfolio | | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | BlackRock Advisors, LLC | | | | | BlackRock Emerging Markets Local Currency Bond Fund
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | BlackRock Advisors, LLC | | | | | BlackRock Floating Rate Income Portfolio
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock GNMAHigh Yield Bond Portfolio | | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock High Yield Bond Portfolio
| | BlackRock
Advisors, LLC | | — | | BlackRock Advisors, LLC | | | | | BlackRock Inflation Protected Bond Portfolio
| | BlackRock
Advisors, LLC | | BlackRock
International
Limited | | BlackRock Advisors, LLC | | | | | BlackRock Low Duration Bond PortfolioImpact Mortgage Fund | | BlackRock
Advisors, LLC | | —BlackRock International Limited | | BlackRock Advisors, LLC |
I-2
| | | | | | | Fund1 | | Investment Manager | | Sub-Adviser(s) | | Administrator | BlackRock Strategic Income Opportunities PortfolioFund | | BlackRock
Advisors, LLC | | BlackRock
International
Limited BlackRock
(Singapore) Limited | | BlackRock Advisors, LLC | | | | | BlackRock U.S. GovernmentInflation Protected Bond Portfolio | | BlackRock
Advisors, LLC | | —BlackRock International Limited BlackRock (Singapore) Limited | | BlackRock Advisors, LLC | | | | | BlackRock Low Duration Bond Portfolio | | BlackRock Advisors, LLC | | BlackRock International Limited BlackRock (Singapore) Limited | | BlackRock Advisors, LLC | | | | | BlackRock Strategic Income Opportunities Portfolio | | BlackRock Advisors, LLC | | BlackRock International Limited BlackRock (Singapore) Limited | | BlackRock Advisors, LLC | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | BlackRock Advisors, LLC | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | BlackRock Advisors, LLC | | | | | BlackRock Sustainable High Yield Bond Fund | | BlackRock Advisors, LLC | | BlackRock International Limited | | BlackRock Advisors, LLC | | | | | BlackRock Sustainable Low Duration Bond Fund | | BlackRock Advisors, LLC | | BlackRock International Limited BlackRock (Singapore) Limited | | BlackRock Advisors, LLC | | | | | | BlackRock Funds VI | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | Feeder Fund – The Master Fund’s Investment Manager is BlackRock Advisors, LLC | | Feeder Fund – The Master Fund’s Sub-Advisers are BlackRock International Limited and BlackRock Fund Advisors | | BlackRock Advisors, LLC | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock New York Municipal Opportunities Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock Pennsylvania Municipal Bond Fund | | BlackRock Advisors, LLC | | — | | —2 |
I-3
| | | | | | | Fund1 | | Investment Manager | | Sub-Adviser(s) | | Administrator | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | BlackRock High Yield Municipal Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock Impact Municipal Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock National Municipal Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock Short-Term Municipal Fund | | BlackRock Advisors, LLC | | — | | —2 | | | | | BlackRock Municipal Series Trust | | | | | | | | | | | BlackRock New JerseyStrategic Municipal BondOpportunities Fund | | BlackRock
Advisors, LLC | | — | | —12 | | | | | BlackRock New York Municipal OpportunitiesStrategic Global Bond Fund, Inc. | | BlackRock
Advisors, LLC | | —BlackRock International Limited BlackRock (Singapore) Limited | | —12 | | | | | BlackRock Pennsylvania Municipal Bond Fund
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | BlackRock Municipal Bond Fund, Inc.Managed Account Series II
| | | | | | | | | | | BlackRock High Yield Municipal FundU.S. Mortgage Portfolio | | BlackRock
Advisors, LLC | | — | | —12 | | | | | BlackRock National Municipal Fund
| | BlackRock
Advisors,Master Bond LLC | | — | | —1 | | | | | BlackRock Short-Term Municipal Fund
| | BlackRock
Advisors, LLC | | — | | —1 |
| | | | | | | Fund/Portfolio
| | Investment
Manager | | Sub-Adviser(s) | | Administrator
| BlackRock Municipal Series Trust
| | | | | | | | | | | BlackRock Strategic Municipal Opportunities FundMaster Total Return Portfolio
| | BlackRock
Advisors, LLC | | —BlackRock International Limited BlackRock (Singapore) Limited | | —12 | | | | | BlackRock Strategic Global Bond Fund, Inc.
| | BlackRock
Advisors, LLC | | BlackRock
International
LimitedBlackRock
(Singapore) Limited
| | —1 | | | | | FDP SeriesMaster Investment Portfolio II Inc.
| | | | | | | | | | | FDP BlackRockAdvantage CoreAlpha Bond FundMaster Portfolio
| | BlackRock
Advisors, LLC | | — | | —1 | | | | | Managed Account Series II
| | | | | | | | | | | BlackRock U.S. Mortgage PortfolioInternational Limited BlackRock Fund Advisors | | BlackRock
Advisors, LLC | | — | | —1 | | | | | Master Bond LLC
| | | | | | | | | | | Master Total Return Portfolio
| | BlackRock
Advisors, LLC | | BlackRock
International
LimitedBlackRock
(Singapore) Limited
| | —1 |
| 1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | Fund does not have an administrator; however, BlackRock Advisors, LLC provides certain administrative services to the Fund. |
BlackRock Advisors, LLC serves as investment manager and/or administrator to certain of the Funds and the Portfolios, and is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Advisors, LLC is an indirect wholly-owned subsidiary of BlackRock, Inc. I-4
BlackRock Asset Management North Asia LimitedFund Advisors serves as investment manager to certain of the Funds and the Portfolios, and is located at 16/F, 2 Queen’s Road Central, Cheung Kong Center, Hong Kong. 400 Howard Street, San Francisco, CA 94105. BlackRock Fund Advisors is an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock International Limited is located at Exchange Place One, 1 Semple Street, Edinburgh, EH3 8BL United Kingdom. BlackRock (Singapore) Limited is located at 20 Anson Road#18-01, 079912 079912 Singapore. BNY Mellon Investment Servicing (US) Inc. is located at 301 Bellevue Parkway, Wilmington, Delaware 19809. The Bank of New York Mellon is located at 240 Greenwich Street, New York, New York 10286. State Street Bank and Trust Company is located at One Congress Street, Suite 1, Boston, MA 02114-2016. BlackRock Investments, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., serves as the principal underwriter for the Funds, and is located at 55 East 52nd Street, New York, New York 10055. I-5
Appendix KJ – 5% Share Ownership For purposes of this Appendix K,J, refer to the below table for the full name and address of certain 5% owners who are listed for certain Funds in the tables for this Appendix K.J. | Name and Address of Beneficial Owner | | American Enterprise Investment Service 707 2nd Avenue South Minneapolis, MN 55402-2405 | | BlackRock Financial Management Inc. 50 Hudson Yards New York, NY 10001-2180 | | Charles Schwab & Co Inc. 101 Montgomery Street San Francisco, CA 94104-4122 | | Edward D Jones and Co. 12555 Manchester Road St. Louis, MO 63131-3710 | | Hartford Life Insurance CompanyEmpower Trust
PO Box 29998525 E Orchard Rd
Hartford, CT 06104-2999Greenwood Village CO 80111
| | JP Morgan Securities LLC 4 Chase Metrotech Center Brooklyn, NY 11245 | | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | | Merrill Lynch Pierce Fenner & Smith 4800 E Deerlake Drive, 3rd Floor Jacksonville, FL 32246-6484 | | Morgan Stanley & Co.Smith Barney LLC Harborside Financial Center1 New York Plaza Fl. 12
Plaza II, 3rd Floor
Jersey City, NJ 07311New York, NY 10004
| | National Financial Services LLC 499 Washington Blvd., Floor 5 Jersey City, NJ 07310-2010 | | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 | | Raymond James 880 Carillon Parkway St. Petersburg, FL 33716-1102 | | State Street Bank and Trust Company 1 Lincoln Street – 2901 Boston, MA 02111 |
J-1
| Name and Address of Beneficial Owner | | TD Ameritrade PO Box 2226 Omaha, NE 68103-2226 | | UBS Financial Services Inc. FBO UBS WM USA 1000 Harbor Blvd. Weehawken, NJ 07086 | | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103 |
As of September 24, 2018,11, 2023, to the best knowledge of each Fund, the persons listed below owned more than 5% of the outstanding shares of the class of the Funds indicated. Unless otherwise indicated, each owner listed below was a record holder that did not beneficially own the shares. Group A Funds
| | | | | | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | | Percentage of Outstanding
Shares of Class Owned | | | BlackRock Allocation Target Shares | | | | | | | | | | | | | | | BATS: Series A Portfolio | | | | | | | | | | | | | | | | | BlackRock Institutional Trust Co. NA 400 Howard Street San Francisco, CA 94105-2618 | | | 189,511,055.36 | | | | 78.71% | | | | | | | | BlackRock Total Return V.I. Fund 100 Bellevue Pkwy Wilmington, DE 19809-3700 | | | 14,408,517.73 | | | | 5.98% | | | | | | BATS: Series C Portfolio | | | | | | | | | | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 27,137,413.32 | | | | 60.30% | | | | | | | | Morgan Stanley Smith Barney LLC | | | 11,678,728.37 | | | | 25.95% | | | | | | | | Charles Schwab & Co Inc. | | | 4,735,709.05 | | | | 10.52% | | | | | | BATS: Series E Portfolio | | | | | | | | | | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 19,539,785.07 | | | | 52.84% | | | | | | | | Morgan Stanley Smith Barney LLC | | | 15,661,461.50 | | | | 42.35% | |
| | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | | BlackRock Advantage Global Fund, Inc. | | | | | | | | | BlackRock Advantage Global Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 10,515,283.19 | | | | 69.52% | | | | | | | | Edward D Jones and Co. | | | 947,478.34 | | | | 6.26% | | | | | | BlackRock Advantage Global Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,809,779.09 | | | | 56.92% | | | | | | | | Morgan Stanley & Co. | | | 359,751.60 | | | | 7.28% | | | | | | | | National Financial Services LLC | | | 297,038.64 | | | | 6.01% | | | | | | | | UBS WM USA | | | 283,010.89 | | | | 5.73% | | | | | | BlackRock Advantage Global Fund, Inc. – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 609,893.22 | | | | 70.13% | | | | | | | | National Financial Services LLC | | | 80,444.35 | | | | 9.25% | | | | | | BlackRock Advantage Global Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,421,232.79 | | | | 31.00% | | | | | | | | National Financial Services LLC | | | 1,029,104.79 | | | | 22.45% | | | | | | | | Morgan Stanley & Co. | | | 584,758.26 | | | | 12.75% | | | | | | BlackRock Advantage Global Fund, Inc. – Class K Shares | | Edward D Jones and Co. | | | 205,233.23 | | | | 95.32% | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. | | | | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 8,719,475.66 | | | | 78.36% | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,229,469.64 | | | | 69.92% | | | | | | | | Morgan Stanley & Co. | | | 176,784.54 | | | | 5.54% | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 845,531.76 | | | | 76.12% | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,552,221.91 | | | | 47.02% | | | | | | | | National Financial Services LLC | | | 189,094.09 | | | | 5.72% | | | | | | BlackRock Advantage U.S. Total Market Fund, Inc. – Class K Shares | | Edward D Jones and Co. | | | 81,335.31 | | | | 89.45% | | | | | | | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | | 7,159.69 | | | | 7.87% | |
J-2 | | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | | BlackRock Balanced Capital Fund, Inc. | | | | | | | | | BlackRock Balanced Capital Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 13,280,974.84 | | | | 59.88% | | | | National Financial Services LLC | | | 1,719,222.71 | | | | 7.75% | | | | | | BlackRock Balanced Capital Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,116,280.03 | | | | 22.49% | | | | Wells Fargo Clearing Services | | | 447,998.69 | | | | 9.02% | | | | | | | | Pershing LLC | | | 376,950.86 | | | | 7.59% | | | | | | | | Morgan Stanley & Co. | | | 381,795.93 | | | | 7.69% | | | | | | | | American Enterprise Investment Service | | | 308,758.50 | | | | 6.22% | | | | | | | | Charles Schwab & Co Inc. | | | 374,000.41 | | | | 7.53% | | | | | | | | UBS WM USA | | | 258,255.49 | | | | 5.20% | | | | | | BlackRock Balanced Capital Fund, Inc. – Class R Shares | | State Street Bank and Trust Company | | | 389,567.88 | | | | 56.81% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 131,484.78 | | | | 19.17% | | | | | | BlackRock Balanced Capital Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 9,501,673.41 | | | | 52.54% | | | | National Financial Services LLC | | | 1,448,600.64 | | | | 8.01% | | | | | | BlackRock Balanced Capital Fund, Inc. – Class K Shares | | Edward D Jones and Co. | | | 307,199.96 | | | | 90.19% | | | | Raymond James | | | 18,001.52 | | | | 5.28% | | | | | | BlackRock Basic Value Fund, Inc. | | | | | | | | | BlackRock Basic Value Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 34,474,423.20 | | | | 73.22% | | | | | | BlackRock Basic Value Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,370,563.11 | | | | 49.33% | | | | Morgan Stanley & Co. | | | 427,184.51 | | | | 8.88% | | | | | | | | Wells Fargo Clearing Services | | | 308,914.10 | | | | 6.42% | | | | | | | | UBS WM USA | | | 280,796.24 | | | | 5.84% | | | | | | | | National Financial Services LLC | | | 246,971.58 | | | | 5.13% | | | | | | | | Pershing LLC | | | 241,014.98 | | | | 5.01% | | | | | | BlackRock Basic Value Fund, Inc. – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 193,354.41 | | | | 42.07% | | | | | | | | Equitable Life 500 Plaza Drive Secaucus, NJ 07094 | | | 144,288.63 | | | | 31.39% | | | | | | BlackRock Basic Value Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 27,383,238.50 | | | | 67.10% | | | | | | BlackRock Basic Value Fund, Inc. – Class K Shares | | Edward D Jones and Co. | | | 173,717.65 | | | | 52.12% | | | | DCGT 711 High Street Des Moines, IA 50392 | | | 117,088.13 | | | | 35.13% | |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BATS: Series M Portfolio | | | | | | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 81,871,317.52 | | 58.25% | | | | | | | Morgan Stanley Smith Barney LLC | | 49,848,939.73 | | 35.47% | | | | | BATS: Series P Portfolio | | | | | | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,304,509.13 | | 79.02% | | | | | | | Morgan Stanley Smith Barney LLC | | 290,881.00 | | 17.62% | | | | | BATS: Series S Portfolio | | | | | | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 27,030,555.78 | | 60.70% | | | | | | | Morgan Stanley Smith Barney LLC | | 14,663,784.55 | | 32.93% | | | | | BATS: Series V Portfolio | | | | | | | | | | | | | Morgan Stanley Smith Barney LLC | | 4,325,592.00 | | 53.59% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 3,454,015.40 | | 42.80% | | | | | | BlackRock Bond Fund, Inc. | | | | | | | | | | | BlackRock Sustainable Total Return Fund | | | | | | | | | | | BlackRock Sustainable Total Return Fund – Investor A Shares | | BlackRock Financial Management Inc. | | 10,000.00 | | 61.79% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 6,023.00 | | 37.22% | | | | | BlackRock Sustainable Total Return Fund – Institutional Shares | | BlackRock Financial Management Inc. | | 10,000.00 | | 100.00% | | | | | BlackRock Sustainable Total Return Fund – Class K Shares | | BlackRock Financial Management Inc. | | 4,980,000.00 | | 100.00% | | | | | BlackRock Total Return Fund | | | | | | | | | | | BlackRock Total Return Fund – Investor A Shares | | Edward D Jones and Co. | | 51,404,111.38 | | 39.29% |
| | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | | BlackRock Capital Appreciation Fund, Inc. | | | | | | | | | BlackRock Capital Appreciation Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 36,831,288.75 | | | | 65.64% | | | | | | BlackRock Capital Appreciation Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 7,256,076.91 | | | | 60.79% | | | | Morgan Stanley & Co. | | | 779,741.85 | | | | 6.53% | | | | | | BlackRock Capital Appreciation Fund, Inc. – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,871,631.97 | | | | 57.57% | | | | Hartford Life Insurance Company | | | 439,741.72 | | | | 13.52% | | | | | | | | State Street Bank and Trust Company | | | 352,675.96 | | | | 10.84% | | | | | | BlackRock Capital Appreciation Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 11,300,238.02 | | | | 62.41% | | | | Pershing LLC | | | 1,445,216.73 | | | | 7.98% | | | | | | | | National Financial Services LLC | | | 1,440,395.48 | | | | 7.95% | | | | | | BlackRock Capital Appreciation Fund, Inc. – Class K Shares | | BlackRock Advisors, LLC FBO 300 Bellevue Parkway Wilmington, DE 19809-3716 | | | 4,109,418.46 | | | | 24.53% | | | | | | | | BlackRock Advisors, LLC FBO 300 Bellevue Parkway Wilmington, DE 19809-3716 | | | 1,939,219.09 | | | | 11.57% | | | | | | | | National Financial Services LLC | | | 1,376,346.61 | | | | 8.21% | | | | | | | | BlackRock Advisors, LLC FBO 300 Bellevue Parkway Wilmington, DE 19809-3716 | | | 943,496.68 | | | | 5.63% | | | | | | | | BlackRock Advisors, LLC FBO 300 Bellevue Parkway Wilmington, DE 19809-3716 | | | 849,047.08 | | | | 5.06% | | | | | | | | Wells Fargo Clearing Services | | | 846,935.74 | | | | 5.05% | | | | | | BlackRock Equity Dividend Fund | | | | | | | | | BlackRock Equity Dividend Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 72,244,384.58 | | | | 34.56% | | | | | | | | National Financial Services LLC | | | 16,152,551.72 | | | | 7.72% | | | | | | | | Edward D Jones and Co. | | | 15,506,178.05 | | | | 7.41% | | | | | | BlackRock Equity Dividend Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 30,213,232.07 | | | | 31.48% | | | | Morgan Stanley & Co. | | | 17,091,049.14 | | | | 17.81% | | | | | | | | UBS WM USA | | | 6,917,348.34 | | | | 7.20% | | | | | | | | Wells Fargo Clearing Services | | | 6,762,446.99 | | | | 7.04% | | | | | | | | Pershing LLC | | | 5,998,518.58 | | | | 6.25% | | | | | | | | National Financial Services LLC | | | 5,037,032.02 | | | | 5.24% | | | | | | | | Raymond James | | | 4,844,616.62 | | | | 5.04% | |
| | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | BlackRock Equity Dividend Fund – Investor C1 Shares | | UBS WM USA | | | 21,791.07 | | | | 30.86% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 21,502.99 | | | | 30.45% | | | | | | | | Wells Fargo Clearing Services | | | 6,243.02 | | | | 8.84% | | | | | | | | LPL Financial | | | 5,146.30 | | | | 7.28% | | | | | | | | Raymond James | | | 4,950.20 | | | | 7.01% | | | | | | | | Morgan Stanley & Co. | | | 3,649.37 | | | | 5.16% | | | | | | BlackRock Equity Dividend Fund – Class R Shares | | Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 | | | 5,871,177.51 | | | | 18.84% | | | | | | | | Voya Retirement Insurance and Annuity Company 1 Orange Way Windsor, CT 06095-4774 | | | 5,480,637.41 | | | | 17.59% | | | | | | | | Hartford Life Insurance Company | | | 4,503,037.02 | | | | 14.45% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 3,509,904.34 | | | | 11.26% | | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | | 3,047,718.13 | | | | 9.78% | | | | | | | | National Financial Services LLC | | | 2,367,340.03 | | | | 7.60% | | | | | | BlackRock Equity Dividend Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 130,398,503.07 | | | | 27.61% | | | | | | | | National Financial Services LLC | | | 73,117,772.34 | | | | 15.48% | | | | | | | | Morgan Stanley & Co. | | | 65,036,702.27 | | | | 13.77% | | | | | | | | UBS WM USA | | | 26,282,371.95 | | | | 5.56% | | | | | | BlackRock Equity Dividend Fund – Class K Shares | | Edward D Jones and Co. | | | 62,527,417.98 | | | | 69.08% | | | | | | | | National Financial Services LLC | | | 6,467,928.17 | | | | 7.14% | | | | | | BlackRock Equity Dividend Fund – Service Shares | | National Financial Services LLC | | | 1,037,554.09 | | | | 28.44% | | | | | | | | Charles Schwab & Co. Inc | | | 686,871.99 | | | | 18.82% | | | | | | | | Reliance Trust Company FBO MassMutual Registered Product | | | 538,196.27 | | | | 14.75% | | | | | | | | MassMutual Life Insurance Company | | | 266,284.06 | | | | 7.29% | | | | | | | | Great-West Trust Company LLC TTEE F Dickinson Wright PLLC Retirement AN K Savings Plan | | | 184,323.34 | | | | 5.05% | | | | | | BlackRock EuroFund | | | | | | | | | BlackRock EuroFund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 3,964,579.62 | | | | 40.99% | | | | | | | | National Financial Services LLC | | | 2,374,209.42 | | | | 24.54% | | | | | | | | Pershing LLC | | | 1,087,843.52 | | | | 11.24% | | | | | | | | TD Ameritrade | | | 667,455.89 | | | | 6.90% | |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 37,871,395.40 | | 28.95% | | | | | BlackRock Total Return Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 658,458.89 | | 14.72% | | | | | | | Pershing LLC | | 622,673.31 | | 13.92% | | | | | | | Morgan Stanley Smith Barney LLC | | 517,979.73 | | 11.58% | | | | | | | Wells Fargo Clearing Services | | 423,716.81 | | 9.47% | | | | | | | American Enterprise Investment Service | | 289,051.24 | | 6.46% | | | | | | | Raymond James | | 256,825.69 | | 5.74% | | | | | | | Edward D Jones and Co. | | 230,322.56 | | 5.15% | | | | | BlackRock Total Return Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,562,282.92 | | 88.31% | | | | | BlackRock Total Return Fund – Class R Shares | | Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111-0000 | | 1,064,815.43 | | 15.30% | | | | | | | State Street Bank and Trust Company | | 592,249.49 | | 8.51% | | | | | BlackRock Total Return Fund – Institutional Shares | | Morgan Stanley Smith Barney LLC | | 276,779,919.88 | | 27.57% | | | | | | | Pershing LLC | | 171,277,959.34 | | 17.06% | | | | | | | American Enterprise Investment Service | | 88,552,993.04 | | 8.82% | | | | | | | Charles Schwab & Co Inc. | | 87,441,470.01 | | 8.71% | | | | | | | National Financial Services LLC | | 85,431,754.69 | | 8.51% | | | Merrill Lynch Pierce Fenner & Smith | | 58,957,107.90 | | 5.87% | | | | | BlackRock Total Return Fund – Service Shares | | Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111-0000 | | 458,958.95 | | 11.95% | | | | | | | Lincoln Retirement Services Company P.O. Box 7876 Fort Wayne, IN 46801-7876 | | 422,261.00 | | 10.99% |
| | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | BlackRock EuroFund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 222,223.29 | | | | 31.54% | | | | | | | | Wells Fargo Clearing Services | | | 160,699.21 | | | | 22.81% | | | | | | | | UBS WM USA | | | 54,647.44 | | | | 7.75% | | | | | | | | Pershing LLC | | | 52,116.35 | | | | 7.39% | | | | | | | | Morgan Stanley & Co. | | | 47,423.34 | | | | 6.73% | | | | | | | | National Financial Services LLC | | | 35,358.15 | | | | 5.01% | | | | | | BlackRock EuroFund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 41,493.26 | | | | 84.93% | | | | | | | | Counsel Trust DBA MATC FBO Dr. Zhahriyan Zankarimi DDS I 301 Bellevue Parkway Wilmington, DE 19809 | | | 3,011.57 | | | | 6.16% | | | | | | BlackRock EuroFund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,801,208.01 | | | | 65.16% | | | | | | | | National Financial Services LLC | | | 156,220.01 | | | | 5.65% | | | | | | BlackRock EuroFund – Class K Shares | | Edward D Jones and Co. | | | 49,710.97 | | | | 79.07% | | | | | | | | BlackRock Financial Management Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | | 12,070.01 | | | | 19.20% | | | | | | BlackRock Focus Growth Fund, Inc. | | | | | | | | | BlackRock Focus Growth Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 5,175,985.78 | | | | 25.83% | | | | | | | | Edward D Jones and Co. | | | 4,199,829.91 | | | | 20.96% | | | | | | | | National Financial Services LLC | | | 1,480,996.95 | | | | 7.39% | | | | | | | | Pershing LLC | | | 1,398,520.14 | | | | 6.97% | | | | | | | | Wells Fargo Clearing Services | | | 1,226,446.17 | | | | 6.12% | | | | | | | | LPL Financial | | | 1,029,353.70 | | | | 5.13% | | | | | | BlackRock Focus Growth Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 1,764,324.26 | | | | 22.19% | | | | | | | | Wells Fargo Clearing Services | | | 1,141,005.44 | | | | 14.35% | | | | | | | | Morgan Stanley & Co. | | | 752,425.43 | | | | 9.46% | | | | | | | | National Financial Services LLC | | | 494,961.53 | | | | 6.22% | | | | | | | | Pershing LLC | | | 474,453.85 | | | | 5.96% | | | | | | BlackRock Focus Growth Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,951,468.63 | | | | 21.24% | | | | | | | | American Enterprise Investment Service | | | 2,665,427.49 | | | | 19.18% | | | | | | | | Edward D Jones and Co. | | | 1,763,633.20 | | | | 12.69% | | | | | | | | National Financial Services LLC | | | 1,039,820.03 | | | | 7.48% | | | | | | | | Pershing LLC | | | 833,476.02 | | | | 5.99% | | | | | | | | LPL Financial | | | 802,234.75 | | | | 5.77% | | | | | | | | Wells Fargo Clearing Services | | | 796,127.91 | | | | 5.73% | |
| | | | | | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | | Percentage of
Outstanding
Shares of
Class Owned | | | BlackRock Funds II | | | | | | | | | BlackRock 20/80 Target Allocation Fund | | | | | | | | | BlackRock 20/80 Target Allocation Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,906,236.77 | | | | 27.03% | | | | | | | | Charles Schwab & Co Inc. | | | 1,504,297.77 | | | | 13.99% | | | | | | | | National Financial Services LLC | | | 1,429,085.12 | | | | 13.29% | | | | | | | | WTRISC Co. c/o ICMA Retirement Corporation 777 North Capital Street, NE Washington, DC 20002 | | | 1,396,620.53 | | | | 12.99% | | | | | | BlackRock 20/80 Target Allocation Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,437,131.49 | | | | 30.08% | | | | | | | | American Enterprise Investment Service | | | 1,282,423.63 | | | | 15.82% | | | | | | | | JP Morgan Securities LLC | | | 908,390.85 | | | | 11.21% | | | | | | | | Wells Fargo Clearing Services | | | 718,241.81 | | | | 8.86% | | | | | | | | Pershing LLC | | | 548,998.85 | | | | 6.77% | | | | | | | | National Financial Services LLC | | | 499,554.38 | | | | 6.16% | | | | | | BlackRock 20/80 Target Allocation Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | | 720,432.07 | | | | 58.53% | | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | | 137,845.53 | | | | 11.20% | | | | | | | | Ascensus Trust Company FBO Energy Management Specialists, Inc. PO Box10758 Fargo, ND 58106 | | | 67,194.96 | | | | 5.45% | | | | | | BlackRock 20/80 Target Allocation Fund – Institutional Shares | | American Enterprise Investment Service | | | 808,226.03 | | | | 22.05% | | | | | | | | National Financial Services LLC | | | 539,847.11 | | | | 14.73% | | | | | | | | Charles Schwab & Co Inc. | | | 393,199.72 | | | | 10.72% | | | | | | | | Pershing LLC | | | 345,759.42 | | | | 9.43% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 243,091.45 | | | | 6.63% | | | | | | | | LPL Financial | | | 240,654.51 | | | | 6.56% | | | | | | | | * Robert Shenkman, Keith Blitzer & Andrea Duncliffe, Trustees 301 Bellevue Parkway Wilmington, DE 19809 | | | 221,078.73 | | | | 6.03% | |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | | | | | Mid Atlantic Trust Company FBO CFG Retirement Savings Plan 1251 Waterfront Place Suite 525 Pittsburgh, PA 15222 | | 267,846.80 | | 6.97% | | | | | | | Mid Atlantic Trust Company FBO EVERTEC, INC PR SAVINGS & INVT PLAN 1251 Waterfront Place Suite 525 Pittsburgh, PA 15222 | | 193,502.88 | | 5.04% | | | | | BlackRock Total Return Fund – Class K Shares | | Edward D Jones and Co. | | 139,071,556.09 | | 20.24% | | | | | | | Charles Schwab & Co Inc. | | 82,942,770.42 | | 12.07% | | | | | | | Toyota Motor Insurance Services Inc. 6565 Headquarters Drive Mailstop W2-3D Plano, TX 75024-5965 | | 81,847,592.11 | | 11.91% | | | | | | | National Financial Services LLC | | 81,445,284.81 | | 11.85% | | | | | | BlackRock California Municipal Series Trust | | | | | | | | | | | BlackRock California Municipal Opportunities Fund | | | | | | | | | | | BlackRock California Municipal Opportunities Fund – Investor A Shares | | Wells Fargo Clearing Services | | 9,451,455.62 | | 17.41% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 9,213,007.77 | | 16.97% | | | | | | | Morgan Stanley Smith Barney LLC | | 6,997,255.29 | | 12.89% | | | | | | | JP Morgan Securities LLC | | 6,469,274.19 | | 11.91% | | | | | | | National Financial Services LLC | | 5,084,053.11 | | 9.36% | | | | | | | Pershing LLC | | 3,702,755.23 | | 6.82% | | | | | | | Edward D Jones and Co. | | 3,511,416.36 | | 6.47% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock 20/80 Target Allocation Fund – Class K Shares | | National Financial Services LLC | | 69,315.26 | | 24.16% | | | | | | | John Hancock Trust Company LLC 690 Canton Street, Suite 100 Westwood, MA 02090 | | 64,057.97 | | 22.33% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 45,512.92 | | 15.86% | | | | | | | Nationwide Trust Company, FSB c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | | 32,914.56 | | 11.47% | | | | | | | Lincoln National Life Insurance Company 150 N. Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 | | 25,085.37 | | 8.74% | | | | | | | Great West Trust Co LLC 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 20,049.52 | | 6.99% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 18,348.62 | | 6.39% | | | | BlackRock 40/60 Target Allocation Fund | | | | | BlackRock 40/60 Target Allocation Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,346,836.85 | | 30.74% | | | | | | | WTRISC Co. c/o ICMA Retirement Corporation 777 North Capital Street, NE Washington, DC 20002 | | 2,166,613.55 | | 15.32% | | | | | | | Charles Schwab & Co Inc. | | 1,565,747.82 | | 11.07% | | | | | | | National Financial Services LLC | | 1,554,359.91 | | 10.99% | | | | | | | Pershing LLC | | 929,363.14 | | 6.57% | | | | | BlackRock 40/60 Target Allocation Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,690,287.47 | | 31.23% | | | | | | | American Enterprise Investment Service | | 1,414,225.77 | | 16.42% | | | | | | | National Financial Services LLC | | 871,712.82 | | 10.12% | | | | | | | Wells Fargo Clearing Services | | 791,622.60 | | 9.19% | | | | | | | Pershing LLC | | 664,441.96 | | 7.71% | | | | | | | LPL Financial | | 529,605.80 | | 6.14% | | | | | BlackRock 40/60 Target Allocation Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 873,533.26 | | 57.11% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 248,995.52 | | 16.28% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock 40/60 Target Allocation Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 1,037,217.10 | | 19.15% | | | National Financial Services LLC | | 699,370.64 | | 12.91% | | | | | | | Great West Trust Co LLC 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 434,045.91 | | 8.01% | | | | | | | American Enterprise Investment Service | | 425,323.89 | | 7.85% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 359,343.90 | | 6.63% | | | | | | | Matrix Trust Company 35 Iron Point Circle, Suite 300 Folsom, CA 95630 | | 334,358.00 | | 6.17% | | | | | | | LPL Financial | | 303,592.61 | | 5.60% | | | | | BlackRock 40/60 Target Allocation Fund – Class K Shares | | Great West Trust Co LLC Plans of Great West Financial 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 149,231.66 | | 36.89% | | | | | | | Lincoln National Life Insurance Company 150 N. Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 | | 89,464.97 | | 22.12% | | | | | | | National Financial Services LLC | | 62,135.46 | | 15.36% | | | | | | | Great West Trust Co LLC Employee Benefits Clients 401K 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 28,221.02 | | 6.97% | | | | | | | John Hancock Trust Company LLC 690 Canton Street, Suite 100 Westwood, MA 02090 | | 20,484.48 | | 5.06% | | | | BlackRock 60/40 Target Allocation Fund | | | | | BlackRock 60/40 Target Allocation Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 6,408,345.58 | | 30.22% | | | WTRISC Co. c/o ICMA Retirement Corporation 777 North Capital Street, NE Washington, DC 20002 | | 4,627,712.85 | | 21.82% | | | | | | | Charles Schwab & Co Inc. | | 2,059,263.02 | | 9.71% | | | | | | | National Financial Services LLC | | 1,933,127.56 | | 9.11% | | | | | BlackRock 60/40 Target Allocation Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,175,625.12 | | 27.19% | | | American Enterprise Investment Service | | 992,548.49 | | 12.40% | | | | | | | National Financial Services LLC | | 951,824.27 | | 11.89% | | | | | | | LPL Financial | | 842,542.53 | | 10.53% | | | | | | | Wells Fargo Clearing Services | | 768,737.00 | | 9.60% | | | | | | | Pershing LLC | | 532,894.91 | | 6.66% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | | | BlackRock California Municipal Opportunities Fund – Investor C Shares | | Wells Fargo Clearing Services | | 1,761,188.53 | | 35.27% | | | | | | | Pershing LLC | | 847,352.87 | | 16.97% | | | | | | | JP Morgan Securities LLC | | 469,162.00 | | 9.40% | | | | | | | Morgan Stanley Smith Barney LLC | | 424,329.88 | | 8.50% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 370,383.17 | | 7.42% | | | | | | | LPL Financial | | 274,243.78 | | 5.49% | | | | | BlackRock California Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,746,496.69 | | 71.69% | | | | | BlackRock California Municipal Opportunities Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 27,717,208.63 | | 20.25% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 23,917,873.33 | | 17.47% | | | | | | | Morgan Stanley Smith Barney LLC | | 16,586,893.22 | | 12.12% | | | | | | | National Financial Services LLC | | 14,333,165.61 | | 10.47% | | | | | | | Wells Fargo Clearing Services | | 13,508,942.62 | | 9.87% | | | | | | | Pershing LLC | | 9,651,697.80 | | 7.05% | | | | | | | LPL Financial | | 9,324,773.45 | | 6.81% | | | | | | | American Enterprise Investment Service | | 8,464,808.42 | | 6.18% | | | | | BlackRock California Municipal Opportunities Fund – Class K Shares | | Band & Co c/o US Bank NA 1555 N Rivercenter Dr Ste 302 Milwaukee, WI 53212 | | 2,593,395.03 | | 36.94% | | | | | | | Pershing LLC | | 1,799,808.37 | | 25.64% | | | | | | | Edward D Jones and Co. | | 1,242,659.71 | | 17.70% | | | | | | | Zions First National Bank P.O. Box 30880
Salt Lake City, UT 84130-0880 | | 656,705.48 | | 9.35% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock 60/40 Target Allocation Fund – Class R Shares | | State Street Bank and Trust Company (FBO) ADP Access Product | | 686,594.38 | | 49.32% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 582,865.18 | | 41.87% | | | | | BlackRock 60/40 Target Allocation Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 2,149,810.30 | | 27.19% | | | | | | | National Financial Services LLC | | 1,360,242.22 | | 17.20% | | | | | | | LPL Financial | | 762,399.67 | | 9.64% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 728,397.83 | | 9.21% | | | | | BlackRock 60/40 Target Allocation Fund – Class K Shares | | National Financial Services LLC | | 542,518.01 | | 39.57% | | | | | | | Great West Trust Co LLC Plans of Great West Financial 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 225,603.73 | | 16.45% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 179,670.32 | | 13.10% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 142,826.95 | | 10.41% | | | | | | | Great West Trust Co LLC Employee Benefits Clients 401K 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 89,375.11 | | 6.51% | | | | | | | Lincoln National Life Insurance Company 150 N. Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 | | 74,139.95 | | 5.40% | | | | | | | Great West Trust Co LLC Fascore LLC Retirement Plans 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 68,784.06 | | 5.01% | | | | BlackRock 80/20 Target Allocation Fund | | | | | BlackRock 80/20 Target Allocation Fund – Investor A Shares | | WTRISC Co. c/o ICMA Retirement Corporation 777 North Capital Street, NE Washington, DC 20002 | | 3,721,837.00 | | 29.12% | | | | | | | Charles Schwab & Co Inc. | | 2,022,372.60 | | 15.82% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,547,858.89 | | 12.11% | | | | | | | National Financial Services LLC | | 1,175,377.45 | | 9.19% | | | | | | | Pershing LLC | | 809,758.92 | | 6.33% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock 80/20 Target Allocation Fund – Investor C Shares | | National Financial Services LLC | | 712,515.75 | | 16.06% | | | | | | | American Enterprise Investment Service | | 698,691.59 | | 15.75% | | | | | | | LPL Financial | | 508,196.41 | | 11.46% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 506,535.42 | | 11.42% | | | | | | | Wells Fargo Clearing Services | | 501,581.38 | | 11.31% | | | | | | | Raymond James | | 336,964.38 | | 7.59% | | | | | | | Pershing LLC | | 315,237.46 | | 7.10% | | | | | BlackRock 80/20 Target Allocation Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 518,138.83 | | 56.02% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 350,450.08 | | 37.89% | | | | | BlackRock 80/20 Target Allocation Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 2,333,218.03 | | 26.82% | | | | | | | National Financial Services LLC | | 1,227,395.55 | | 14.10% | | | | | | | Nationwide Trust Company, FSB c/o IPO Portfolio Accounting | | 698,001.83 | | 8.02% | | | | | | | Pershing LLC | | 612,154.47 | | 7.03% | | | | | | | LPL Financial | | 528,767.67 | | 6.07% | | | | | | | Great West Trust Co LLC Plans of Great West Financial 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 476,597.12 | | 5.47% | | | | | BlackRock 80/20 Target Allocation Fund – Class K Shares | | National Financial Services LLC | | 396,346.52 | | 36.50% | | | | | | | Great West Trust Co LLC Plans of Great West Financial 8515 E. Orchard Road 2T2 Greenwood Village, CO 80111 | | 254,227.55 | | 23.41% | | | | | | | Mid Atlantic Trust Company FBO Karmel Women’s Care, P.A. & Houston 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 162,755.13 | | 14.98% | | | | | | | Lincoln National Life Insurance Company 150 N. Radnor Chester Road, Suite C120 Radnor, PA 19087-5248 | | 109,622.62 | | 10.09% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 88,879.64 | | 8.18% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | BlackRock ETF Trust II | | | | | | | | | | | BlackRock AAA CLO ETF | | National Financial Services LLC | | 304,530.00 | | 33.84% | | | | | | | Charles Schwab & Co Inc. | | 226,486.00 | | 25.17% | | | | | | | BofA Securities, Inc. 4804 Dear Lake Dr E Jacksonville, FL 32246 | | 74,791.00 | | 8.31% | | | | | BlackRock Flexible Income ETF | | State Street Bank and Trust Company | | 1,020,562.00 | | 35.19% | | | | | | | Charles Schwab & Co Inc. | | 1,015,347.00 | | 35.01% | | | | | | | National Financial Services LLC | | 352,423.00 | | 12.15% | | | | | BlackRock Floating Rate Loan ETF | | State Street Bank and Trust Company | | 287,000.00 | | 71.75% | | | | | | | National Financial Services LLC | | 24,914.00 | | 6.23% | | | | | | | Pershing LLC | | 22,827.00 | | 5.71% | | | | | BlackRock High Yield Muni Income Bond ETF | | Charles Schwab & Co Inc. | | 1,268,661.00 | | 45.31% | | | | | | | National Financial Services LLC | | 621,163.00 | | 22.18% | | | | | | | U.S. Bank N.A. 1555 N Rivercenter Dr. Ste 302 Milwaukee, WI 53212 | | 281,449.00 | | 10.05% | | | | | BlackRock Intermediate Muni Income Bond ETF | | Charles Schwab & Co Inc. | | 531,774.00 | | 48.34% | | | | | | | Goldman Sachs & Co. LLC 30 Hudson Street Proxy Department Jersey City, NJ 07302 | | 260,377.00 | | 23.67% | | | | | | | Pershing LLC | | 144,165.00 | | 13.11% | | | | | | | National Financial Services LLC | | 65,591.00 | | 5.96% | | | | | BlackRock Short-Term California Muni Bond ETF | | State Street Bank and Trust Company | | 300,000.00 | | 85.71% | | | | | | | BofA Securities, Inc. /Safekeeping c/o Merril Lynch Corporate Actions 4804 Dear Lake Dr E Jacksonville, FL 32246 | | 33,783.00 | | 9.65% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Dynamic High Income Portfolio | | | | | BlackRock Dynamic High Income Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,483,313.53 | | 22.44% | | | | | | | American Enterprise Investment Service | | 774,909.23 | | 11.72% | | | | | | | TD Ameritrade | | 664,026.25 | | 10.04% | | | | | | | National Financial Services LLC | | 614,349.61 | | 9.29% | | | | | | | Wells Fargo Clearing Services | | 561,419.88 | | 8.49% | | | | | | | Pershing LLC | | 528,648.43 | | 8.00% | | | | | | | Charles Schwab & Co Inc. | | 492,191.37 | | 7.44% | | | | | | | LPL Financial | | 412,039.43 | | 6.23% | | | | | BlackRock Dynamic High Income Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 619,372.03 | | 19.40% | | | | | | | Raymond James | | 579,477.20 | | 18.15% | | | | | | | Morgan Stanley & Co. | | 521,161.78 | | 16.32% | | | | | | | Wells Fargo Clearing Services | | 383,472.98 | | 12.01% | | | | | | | National Financial Services LLC | | 203,729.42 | | 6.38% | | | | | | | LPL Financial | | 185,389.86 | | 5.80% | | | | | | | UBS WM USA | | 164,531.03 | | 5.15% | | | | | BlackRock Dynamic High Income Portfolio – Institutional Shares | | National Financial Services LLC | | 22,337,807.21 | | 37.62% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 11,829,120.66 | | 19.92% | | | | | | | Morgan Stanley & Co. | | 5,618,381.01 | | 9.46% | | | | | | | LPL Financial | | 5,595,889.71 | | 9.42% | | | | | | | Pershing LLC | | 3,305,053.61 | | 5.56% | | | | | | | Wells Fargo Clearing Services | | 3,207,054.88 | | 5.40% | | | | | BlackRock Dynamic High Income Portfolio – Class K Shares | | JP Morgan Securities LLC | | 204,424.67 | | 89.26% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 22,547.91 | | 9.84% | | | | BlackRock Global Dividend Portfolio | | | | | BlackRock Global Dividend Portfolio – Investor A Shares | | Edward D Jones and Co. | | 8,593,791.67 | | 22.98% | | | Merrill Lynch Pierce Fenner & Smith | | 8,507,397.51 | | 22.75% | | | | | | | National Financial Services LLC | | 2,629,172.65 | | 7.03% | | | | | | | Pershing LLC | | 2,289,305.05 | | 6.12% | | | | | | | Morgan Stanley & Co. | | 2,206,649.34 | | 5.90% | | | | | | | UBS WM USA | | 1,978,297.86 | | 5.29% | | | | | | | Wells Fargo Clearing Services | | 1,922,837.28 | | 5.14% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Global Dividend Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 8,649,644.77 | | 34.74% | | | Morgan Stanley & Co. | | 3,481,849.83 | | 13.98% | | | | | | | Wells Fargo Clearing Services | | 2,103,834.64 | | 8.45% | | | | | | | UBS WM USA | | 1,971,186.87 | | 7.91% | | | | | | | Pershing LLC | | 1,946,053.68 | | 7.81% | | | | | | | Raymond James | | 1,623,657.33 | | 6.52% | | | | | | | American Enterprise Investment Service | | 1,266,652.83 | | 5.08% | | | | | BlackRock Global Dividend Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 42,372,757.32 | | 34.55% | | | National Financial Services LLC | | 25,538,139.61 | | 20.82% | | | | | | | Morgan Stanley & Co. | | 9,075,495.15 | | 7.40% | | | | | | | American Enterprise Investment Service | | 8,604,634.77 | | 7.01% | | | | | BlackRock Global Dividend Portfolio – Class K Shares | | Edward D Jones and Co. | | 6,854,824.80 | | 97.03% | | | | BlackRock LifePath®Smart Beta 2020 Fund | | | | | BlackRock LifePath®Smart Beta 2020 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 603,971.09 | | 51.41% | | | Mid Atlantic Trust Company FBO Cavotec US Holdings Inc 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 299,719.33 | | 25.51% | | | | | | | National Financial Services LLC | | 86,600.94 | | 7.37% | | | | | BlackRock LifePath®Smart Beta 2020 Fund – Institutional Shares | | FIIOC FBO SACO & Biddeford Savings 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 192,370.26 | | 95.04% | | | | | BlackRock LifePath®Smart Beta 2020 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 403,448.11 | | 69.21% | | | Hartford Life Insurance Company | | 89,492.12 | | 15.35% | | | | | | | Ascensus Trust Company FBO Salem Tube Inc PO Box10758 Fargo, ND 58106 | | 46,515.51 | | 7.98% | | | | | BlackRock LifePath®Smart Beta 2020 Fund – Class K Shares | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 34,143.77 | | 34.73% | | | | | | | Matrix Trust Company as Trustee FBO Eplan Services Group Trust PO Box 52129 Phoenix, AZ 85072 | | 23,998.63 | | 24.41% | | | | | | | Mid Atlantic Trust Company FBO Creative Materials Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 16,491.24 | | 16.77% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 11,175.60 | | 11.36% | | | | | | | National Financial Services LLC | | 8,838.08 | | 8.99% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | iShares Large Cap Deep Buffer ETF | | Charles Schwab & Co Inc. | | 486,301.00 | | 60.79% | | | State Street Bank and Trust Company | | 270,000.00 | | 33.75% | | | | | iShares Large Cap Moderate Buffer ETF | | State Street Bank and Trust Company | | 400,000.00 | | 90.91% | | | | | | BlackRock Funds IV | | | | | | | | | | | BlackRock Global Long/Short Credit Fund | | | | | | | | | | | BlackRock Global Long/Short Credit Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,843,600.31 | | 28.82% | | | | | | | Morgan Stanley Smith Barney LLC | | 1,205,415.35 | | 18.85% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 846,133.70 | | 13.23% | | | | | | | Wells Fargo Clearing Services | | 388,352.68 | | 6.07% | | | | | | | Pershing LLC | | 360,185.92 | | 5.63% | | | | | | | Charles Schwab & Co Inc. | | 351,314.57 | | 5.49% | | | | | | | Charles Schwab & Co Inc. | | 342,663.98 | | 5.36% | | | | | BlackRock Global Long/Short Credit Fund – Investor C Shares | | Wells Fargo Clearing Services | | 105,491.98 | | 21.35% | | | | | | | Pershing LLC | | 87,008.59 | | 17.61% | | | | | | | Morgan Stanley Smith Barney LLC | | 61,562.60 | | 12.46% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 34,533.73 | | 6.99% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 33,759.28 | | 6.83% | | | | | | | LPL Financial | | 32,745.45 | | 6.63% | | | | | | | Charles Schwab & Co Inc. | | 27,261.25 | | 5.52% | | | | | BlackRock Global Long/Short Credit Fund – Institutional Shares | | Morgan Stanley Smith Barney LLC | | 29,226,069.94 | | 33.95% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 16,982,714.69 | | 19.73% | | | | | | | Charles Schwab & Co Inc. | | 12,907,542.66 | | 14.99% | | | | | | | Wells Fargo Clearing Services | | 7,608,082.03 | | 8.84% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock LifePath®Smart Beta 2025 Fund | | | | | BlackRock LifePath®Smart Beta 2025 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 974,202.26 | | 63.40% | | | | | | | RBC Capital Markets LLC 60 S 6th Street Minneapolis, MN 55402-4400 | | 87,715.15 | | 5.70% | | | | | BlackRock LifePath®Smart Beta 2025 Fund – Institutional Shares | | FIIOC FBO Saco & Biddeford Savings 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 176,082.90 | | 90.01% | | | | | BlackRock LifePath®Smart Beta 2025 Fund – Class K Shares | | National Financial Services LLC | | 95,090.70 | | 42.52% | | | | | | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 62,099.61 | | 27.77% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 44,853.06 | | 20.05% | | | | | BlackRock LifePath®Smart Beta 2025 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 174,516.65 | | 61.98% | | | | | | | Hartford Life Insurance Company | | 57,374.04 | | 20.37% | | | | | | | Ascensus Trust Company PO Box10758 Fargo, ND 58106 | | 24,197.73 | | 8.59% | | | | BlackRock LifePath®Smart Beta 2030 Fund | | | | | BlackRock LifePath®Smart Beta 2030 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 857,769.84 | | 62.43% | | | | | | | National Financial Services LLC | | 157,215.67 | | 11.44% | | | | | BlackRock LifePath®Smart Beta 2030 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 125,146.76 | | 74.04% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 35,307.30 | | 20.89% | | | | | BlackRock LifePath®Smart Beta 2030 Fund – Class K Shares | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 53,351.68 | | 35.66% | | | | | | | National Financial Services LLC | | 45,689.21 | | 30.54% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 42,502.13 | | 28.41% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock LifePath®Smart Beta 2030 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 249,086.72 | | 56.96% | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 82,914.75 | | 18.96% | | | | | | | Ascensus Trust Company PO Box10758 Fargo, ND 58106 | | 48,569.37 | | 11.10% | | | | | | | Hartford Life Insurance Company | | 30,838.32 | | 7.05% | | | | BlackRock LifePath®Smart Beta 2035 Fund | | | | | BlackRock LifePath®Smart Beta 2035 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 647,937.13 | | 77.99% | | | | | BlackRock LifePath®Smart Beta 2035 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 136,028.84 | | 97.03% | | | | | BlackRock LifePath®Smart Beta 2035 Fund – Class K Shares | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 63,723.57 | | 28.31% | | | | | | | National Financial Services LLC | | 36,785.49 | | 16.34% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 36,688.79 | | 16.30% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 18,986.29 | | 8.43% | | | | | | | Mid Atlantic Trust Company FBO Dragonfly Negotiations & Consulting 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 15,299.49 | | 6.79% | | | | | | | Mid Atlantic Trust Company FBO Dynamic Investment Group 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 13,051.59 | | 5.79% | | | | | | | Mid Atlantic Trust Company FBO CAC Recovery LLC 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 11,507.76 | | 5.11% | | | | | BlackRock LifePath®Smart Beta 2035 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 184,382.63 | | 70.49% | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 28,995.79 | | 11.08% | | | | | | | Hartford Life Insurance Company | | 28,883.47 | | 11.04% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | UBS Financial Services Inc. FBO UBS WM USA | | 5,258,669.25 | | 6.11% | | | | | BlackRock Global Long/Short Credit Fund – Class K Shares | | Wells Fargo Bank, N.A. P.O. Box 1533
Minneapolis, MN 55480-1533 | | 11,501,647.64 | | 44.41% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 10,450,702.11 | | 40.36% | | | | | | | National Financial Services LLC | | 1,582,705.74 | | 6.11% | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund | | | | | | | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund – Investor A Shares | | Charles Schwab & Co Inc. | | 123,721.72 | | 54.52% | | | | | | | LPL Financial | | 37,033.39 | | 16.32% | | | | | | | Pershing LLC | | 27,824.32 | | 12.26% | | | | | | | National Financial Services LLC | | 16,767.09 | | 7.39% | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund – Investor C Shares | | Pershing LLC | | 4,391.97 | | 38.80% | | | | | | | American Enterprise Investment Service | | 3,823.47 | | 33.78% | | | | | | | BNYM I S TRUST CO CUST SIMPLE IRA 301 Bellevue Parkway Wilmington, DE 19809 | | 1,577.87 | | 13.94% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 775.713 | | 6.85% | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 1,707,738.09 | | 42.14% | | | | | | | National Financial Services LLC | | 1,245,381.85 | | 30.73% | | | | | | | LPL Financial | | 685,765.42 | | 16.92% | | | | | BlackRock Sustainable Advantage CoreAlpha Bond Fund – Class K Shares | | Empower Trust | | 161,023.52 | | 27.74% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock LifePath®Smart Beta 2040 Fund | | | | | BlackRock LifePath®Smart Beta 2040 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 564,463.34 | | 72.70% | | | | | BlackRock LifePath®Smart Beta 2040 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 48,535.46 | | 83.55% | | | | | | | Mid Atlantic Trust Company FBO Paragon Distribution 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 3,041.31 | | 5.23% | | | | | BlackRock LifePath®Smart Beta 2040 Fund – Class K Shares | | Mid Atlantic Trust Company FBO Rancho Obstetrics and Gynecology 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 48,148.23 | | 26.27% | | | | | | | National Financial Services LLC | | 43,599.81 | | 23.79% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 37,780.40 | | 20.61% | | | | | | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 18,363.23 | | 10.02% | | | | | BlackRock LifePath®Smart Beta 2040 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 181,608.49 | | 42.13% | | | Hartford Life Insurance Company | | 174,753.65 | | 40.54% | | | | | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 33,001.71 | | 7.65% | | | | BlackRock LifePath®Smart Beta 2045 Fund | | | | | BlackRock LifePath®Smart Beta 2045 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 415,391.48 | | 77.96% | | | | | BlackRock LifePath®Smart Beta 2045 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 53,821.76 | | 83.10% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 4,846.71 | | 7.48% | | | | | BlackRock LifePath®Smart Beta 2045 Fund – Class K Shares | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 47,400.06 | | 36.80% | | | | | | | Mid Atlantic Trust Company FBO Karen Holler PHD 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 45,422.11 | | 35.27% | | | | | | | National Financial Services LLC | | 12,646.28 | | 9.82% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 6,655.64 | | 5.16% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock LifePath®Smart Beta 2045 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 72,091.12 | | 53.55% | | | | | | | Hartford Life Insurance Company | | 42,638.14 | | 31.67% | | | | | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 12,229.54 | | 9.08% | | | | BlackRock LifePath®Smart Beta 2050 Fund | | | | | BlackRock LifePath®Smart Beta 2050 Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 578,763.70 | | 76.39% | | | | | | | Hartford Life Insurance Company | | 48,652.05 | | 6.42% | | | | | BlackRock LifePath®Smart Beta 2050 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 29,354.36 | | 77.00% | | | | | | | Mid Atlantic Trust Company FBO Paragon Distribution 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 5,463.49 | | 14.33% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,651.11 | | 6.95% | | | | | BlackRock LifePath®Smart Beta 2050 Fund – Class K Shares | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 37,846.62 | | 49.08% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 21,043.95 | | 27.29% | | | | | | | National Financial Services LLC | | 6,846.28 | | 8.87% | | | | | BlackRock LifePath®Smart Beta 2050 Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 98,468.21 | | 37.59% | | | | | | | Hartford Life Insurance Company | | 73,260.23 | | 27.96% | | | | | | | Ascensus Trust Company PO Box10758 Fargo, ND 58106 | | 44,471.35 | | 16.97% | | | | | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 26,012.59 | | 9.93% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | TIAA TRUST, N.A. as
CUST/TTEE of Retirement Plans Record kept by TIAA Attn. Fund Operations 8500 Andrew Carnegie Blvd. Charlotte, NC 28262-8500 | | 93,539.68 | | 16.11% | | | | | | | Empower Trust | | 71,962.56 | | 12.40% | | | | | | | Empower Trust | | 59,912.07 | | 10.32% | | | | | | | Empower Trust | | 48,022.97 | | 8.27% | | | | | | | National Financial Services LLC | | 42,521.97 | | 7.32% | | | | | | | Voya Retirement Insurance and Annuity Company One Orange Way Windsor, CT 06095-4774 | | 34,904.51 | | 6.01% | | | | | BlackRock Systematic Multi-Strategy Fund | | | | | | | | | | | BlackRock Systematic Multi-Strategy Fund – Investor A Shares | | National Financial Services LLC | | 25,608,800.88 | | 74.60% | | | | | | | Charles Schwab & Co Inc. SPECIAL | | 5,084,226.66 | | 14.81% | | | | | BlackRock Systematic Multi-Strategy Fund – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 506,195.40 | | 27.81% | | | | | | | American Enterprise Investment Service | | 247,107.61 | | 13.57% | | | | | | | Pershing LLC | | 218,000.35 | | 11.98% | | | | | | | National Financial Services LLC | | 206,446.67 | | 11.34% | | | | | | | Raymond James | | 179,575.98 | | 9.86% | | | | | | | Centennial Bank Trust P.O. Box 7514 Jonesboro, AR 72403 | | 151,615.90 | | 8.33% | | | | | | | Charles Schwab & Co Inc. | | 91,601.36 | | 5.03% | | | | | | | LPL Financial | | 91,437.39 | | 5.02% | | | | | BlackRock Systematic Multi-Strategy Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 151,060,791.18 | | 21.86% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | | BlackRock LifePath®Smart Beta 2055 Fund | | | | | BlackRock LifePath®Smart Beta 2055 Fund – Investor A Shares | | National Financial Services LLC | | 12,004.22 | | 30.40% | | | Mid Atlantic Trust Company FBO Life Source Irrigation Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 5,954.41 | | 15.08% | | | | | | | Hartford Life Insurance Company | | 5,005.82 | | 12.68% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,500.00 | | 6.33% | | | | | | | Mid Atlantic Trust Company FBO Nick Olsen Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 2,168.51 | | 5.49% | | | | | | | BNYM I S Trust Co Cust Rollover IRA 301 Bellevue Parkway Wilmington, DE 19809 | | 2,129.18 | | 5.39% | | | | | BlackRock LifePath®Smart Beta 2055 Fund – Institutional Shares | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 19,761.41 | | 87.26% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,500.00 | | 11.03% | | | | | BlackRock LifePath®Smart Beta 2055 Fund – Class K Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 192,500.00 | | 77.72% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 24,128.71 | | 9.74% | | | | | | | National Financial Services LLC | | 14,052.67 | | 5.67% | | | | | BlackRock LifePath®Smart Beta 2055 Fund – Class R Shares | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 11,267.16 | | 56.25% | | | | | | | Hartford Life Insurance Company | | 5,314.90 | | 26.53% | | | | | | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,500.00 | | 12.48% | | | | BlackRock LifePath®Smart Beta 2060 Fund | | | | | BlackRock LifePath®Smart Beta 2060 Fund – Investor A Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,000.00 | | 74.62% | | | | | | | JP Morgan Securities LLC | | 536.54 | | 20.01% | | | | | BlackRock LifePath®Smart Beta 2060 Fund – Institutional Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,000.00 | | 100% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock LifePath®Smart Beta 2060 Fund – Class K Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 94,000.00 | | 99.98% | | | | | BlackRock LifePath®Smart Beta 2060 Fund – Class R Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,000.00 | | 81.92% | | | | | | | Ascensus Trust Company PO Box10758 Fargo, ND 58106 | | 431.362 | | 17.66% | | | | BlackRock LifePath®Smart Beta Retirement Fund | | | | | BlackRock LifePath®Smart Beta Retirement Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 398,625.21 | | 58.33% | | | | | | | Pershing LLC | | 64,287.85 | | 9.40% | | | | | | | American Enterprise Investment Service | | 39,039.59 | | 5.71% | | | | | | | National Financial Services LLC | | 36,968.81 | | 5.40% | | | | | | | Reliance Trust Company TTEE ADP Access Large Mkt 401(k) 1100 Abernathy Road Atlanta, GA 30328 | | 35,608.13 | | 5.21% | | | | | | | JP Morgan Securities LLC | | 35,607.88 | | 5.21% | | | | | BlackRock LifePath®Smart Beta Retirement Fund – Institutional Shares | | National Financial Services LLC | | 145,854.73 | | 65.08% | | | | | | | FIIOC 100 Magellan Way (KW1C) Covington, KY 41015-1987 | | 59,906.61 | | 26.73% | | | | | | | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | | 11,484.38 | | 5.12% | | | | | BlackRock LifePath®Smart Beta Retirement Fund – Class K Shares | | Mid Atlantic Trust Company FBO Belmont Group Inc. 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 19,056.81 | | 41.84% | | | | | | | National Financial Services LLC | | 10,741.40 | | 23.58% | | | | | | | Matrix Trust Company PO Box 52129 Phoenix, AZ 85072 | | 10,414.77 | | 22.86% | | | | | | | Mid Atlantic Trust Company FBO ELICC Americas Corporation 401(K) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 3,612.34 | | 7.93% | | | | | BlackRock LifePath®Smart Beta Retirement Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 142,870.39 | | 67.80% | | | | | | | Hartford Life Insurance Company | | 57,404.12 | | 27.24% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | National Financial Services LLC | | 134,148,239.20 | | 19.41% | | | | | | | LPL Financial | | 98,841,652.79 | | 14.30% | | | | | | | Pershing LLC | | 87,038,076.03 | | 12.59% | | | | | | | American Enterprise Investment Service | | 56,656,579.49 | | 8.20% | | | | | | | Morgan Stanley Smith Barney LLC | | 49,781,374.65 | | 7.20% | | | | | BlackRock Systematic Multi-Strategy Fund – Class K Shares | | Mori & Co 922 Walnut Street Kansas City, MO 64106 | | 11,013,724.25 | | 52.02% | | | | | | | Charles Schwab & Co Inc. | | 4,659,990.59 | | 22.01% | | | | | | | Pershing LLC | | 3,322,280.03 | | 15.69% | | | | | | | National Financial Services LLC | | 1,634,668.42 | | 7.72% | | | | | BlackRock Funds V | | | | | | | | | | | BlackRock Core Bond Portfolio | | | | | | | | | | | BlackRock Core Bond Portfolio – Investor A Shares | | Edward D Jones and Co. | | 17,745,029.82 | | 39.21% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 10,445,471.71 | | 23.08% | | | | | | | National Financial Services LLC | | 3,992,019.70 | | 8.82% | | | | | | | Morgan Stanley Smith Barney LLC | | 2,617,543.57 | | 5.78% | | | | | BlackRock Core Bond Portfolio – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 314,878.85 | | 17.60% | | | | | | | Wells Fargo Clearing Services | | 278,691.16 | | 15.57% | | | | | | | National Financial Services LLC | | 239,233.49 | | 13.37% | | | | | | | Pershing LLC | | 182,986.60 | | 10.23% | | | | | | | JP Morgan Securities LLC | | 138,983.68 | | 7.77% | | | | | | | LPL Financial | | 105,697.79 | | 5.91% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 103,558.93 | | 5.79% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | | BlackRock Managed Income Fund | | | | | BlackRock Managed Income Fund – Investor A Shares | | Edward D Jones and Co. | | 2,384,612.01 | | 26.68% | | | | | | | Wells Fargo Clearing Services | | 1,156,433.13 | | 12.93% | | | | | | | Charles Schwab & Co Inc. | | 943,606.39 | | 10.55% | | | | | | | National Financial Services LLC | | 914,526.47 | | 10.23% | | | | | | | Pershing LLC | | 736,038.45 | | 8.23% | | | | | | | American Enterprise Investment Service | | 517,083.65 | | 5.78% | | | | | BlackRock Managed Income Fund – Investor C Shares | | Wells Fargo Clearing Services | | 176,893.29 | | 23.98% | | | | | | | Pershing LLC | | 135,218.72 | | 18.33% | | | | | | | National Financial Services LLC | | 92,672.77 | | 12.56% | | | | | | | American Enterprise Investment Service | | 92,551.28 | | 12.54% | | | | | | | JP Morgan Securities LLC | | 40,559.86 | | 5.49% | | | | | | | LPL Financial | | 36,958.83 | | 5.01% | | | | | BlackRock Managed Income Fund – Institutional Shares | | American Enterprise Investment Service | | 2,287,756.54 | | 31.49% | | | | | | | National Financial Services LLC | | 1,164,189.90 | | 16.02% | | | | | | | LPL Financial | | 736,559.04 | | 10.14% | | | | | | | Charles Schwab & Co Inc. | | 694,210.75 | | 9.55% | | | | | | | Pershing LLC | | 496,155.28 | | 6.83% | | | | | | | Wells Fargo Clearing Services | | 434,497.23 | | 5.98% | | | | | BlackRock Managed Income Fund – Class K Shares | | BOAL & Co. Marquis House Isle of Man Business Park Douglas, Isle of Man, British Isles IM2 2QZ | | 5,488,964.26 | | 86.19% | | | | | | | Edward D Jones and Co. | | 846,184.82 | | 13.28% | | | | BlackRock Multi-Asset Income Portfolio | | | | | BlackRock Multi-Asset Income Portfolio – Investor A Shares | | Edward D Jones and Co. | | 67,208,768.67 | | 17.82% | | | | | | | National Financial Services LLC | | 46,895,362.54 | | 12.43% | | | | | | | Wells Fargo Clearing Services | | 46,420,071.09 | | 12.31% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 40,474,979.23 | | 10.73% | | | | | | | Pershing LLC | | 28,640,256.44 | | 7.59% | | | | | | | Morgan Stanley & Co. | | 21,284,804.73 | | 5.64% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Multi-Asset Income Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 44,939,045.48 | | 18.68% | | | | | | | Wells Fargo Clearing Services | | 43,000,053.82 | | 17.88% | | | | | | | Morgan Stanley & Co. | | 25,966,537.25 | | 10.79% | | | | | | | American Enterprise Investment Service | | 21,048,316.62 | | 8.75% | | | | | | | Raymond James | | 20,568,139.65 | | 8.55% | | | | | | | Pershing LLC | | 17,150,360.42 | | 7.13% | | | | | | | LPL Financial | | 13,516,044.83 | | 5.62% | | | | | | | National Financial Services LLC | | 12,252,380.54 | | 5.09% | | | | | BlackRock Multi-Asset Income Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 134,137,940.42 | | 15.54% | | | | | | | Wells Fargo Clearing Services | | 125,079,732.84 | | 14.49% | | | | | | | National Financial Services LLC | | 83,848,836.96 | | 9.71% | | | | | | | American Enterprise Investment Service | | 82,990,768.99 | | 9.61% | | | | | | | Raymond James | | 82,834,182.49 | | 9.60% | | | | | | | Morgan Stanley & Co. | | 78,727,929.46 | | 9.12% | | | | | | | LPL Financial | | 57,877,410.26 | | 6.70% | | | | | | | Pershing LLC | | 52,074,006.98 | | 6.03% | | | | | | | Charles Schwab & Co Inc. | | 50,810,819.98 | | 5.88% | | | | | BlackRock Multi-Asset Income Portfolio – Class K Shares | | Edward D Jones and Co. | | 25,089,587.57 | | 49.94% | | | | | | | National Financial Services LLC | | 7,520,937.40 | | 14.97% | | | | | | | * The McKnight Foundation 710 South 2nd Street, Suite 400 Minneapolis, MN 55401-2290 | | 5,739,006.62 | | 11.42% | | | | | BlackRock Global Allocation Fund, Inc. | | | | | BlackRock Global Allocation Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 311,134,295.05 | | 54.06% | | | | | | | National Financial Services LLC | | 30,738,214.11 | | 5.34% | | | | | BlackRock Global Allocation Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 102,314,775.55 | | 30.68% | | | | | | | Morgan Stanley & Co. | | 46,573,983.44 | | 13.96% | | | | | | | Wells Fargo Clearing Services | | 37,990,524.74 | | 11.39% | | | | | | | UBS WM USA | | 25,507,902.47 | | 7.65% | | | | | | | Raymond James | | 21,186,953.38 | | 6.35% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock Core Bond Portfolio – Class R Shares | | Ascensus Trust Company FBO The Chempi Pension Plan PO Box 10758 Fargo, ND 58106 | | 29,479.31 | | 18.48% | | | | | | | Empower Trust | | 13,020.62 | | 8.16% | | | | | | | Matrix Trust Company 717 17th Street, Suite 1300
Denver, CO 80202 | | 12,848.93 | | 8.05% | | | | | | | Matrix Trust Company 717 17th Street, Suite 1300
Denver, CO 80202 | | 9,539.51 | | 5.98% | | | | | BlackRock Core Bond Portfolio – Institutional Shares | | National Financial Services LLC | | 70,026,969.21 | | 20.73% | | | | | | | Wells Fargo Clearing Services | | 67,221,851.49 | | 19.90% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 41,433,197.97 | | 12.27% | | | | | | | Morgan Stanley Smith Barney LLC | | 38,653,327.46 | | 11.45% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 18,947,410.89 | | 5.61% | | | | | BlackRock Core Bond Portfolio – Class K Shares | | Edward D Jones and Co. | | 41,103,874.72 | | 48.73% | | | | | | | SEI Private Trust Company 1 Freedom Valley Dr.
Oaks, PA 19456-9989 | | 8,587,167.73 | | 10.18% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 8,121,895.84 | | 9.63% | | | | | | | Jewish Communal Fund 575 Madison Ave, Ste 703
New York, NY 10022-8591 | | 4,925,291.21 | | 5.84% | | | | | BlackRock Floating Rate Income Portfolio | | | | | | | | | | | BlackRock Floating Rate Income Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 10,528,704.89 | | 29.74% | | | | | | | National Financial Services LLC | | 4,175,322.83 | | 11.80% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Global Allocation Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 212,785,309.13 | | 29.41% | | | | | | | National Financial Services LLC | | 88,323,936.48 | | 12.21% | | | | | | | Morgan Stanley & Co. | | 56,309,257.02 | | 7.78% | | | | | | | Bank of America NA 700 Louisiana Street Houston, TX 77002-2700 | | 54,901,809.76 | | 7.58% | | | | | | | Wells Fargo Clearing Services | | 39,916,703.79 | | 5.51% | | | | | | | UBS WM USA | | 39,085,832.51 | | 5.40% | | | | | BlackRock Global Allocation Fund, Inc. – Class K Shares | | National Financial Services LLC | | 12,245,737.92 | | 17.61% | | | | | | | * Teachers Retirement System of NYC 55 Water Street New York, NY 10041 | | 12,046,046.78 | | 17.32% | | | | | | | Edward D Jones and Co. | | 7,600,785.38 | | 10.93% | | | | | | | Comerica Bank PO Box 75000 Mail Code 3446 Detroit, MI 48275 | | 3,666,528.93 | | 5.27% | | | | | | | Wells Fargo Bank NA FBO RT News Corporation Grantor Tr Agt | | 3,643,772.06 | | 5.241% | | | | | BlackRock Global Allocation Fund, Inc. – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 14,300,036.88 | | 31.06% | | | | | | | Hartford Life Insurance Company | | 11,504,275.82 | | 24.99% | | | | | | | Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 | | 5,256,001.14 | | 11.41% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 4,693,706.67 | | 10.19% | | | | | BlackRock Long-Horizon Equity Fund | | | | | BlackRock Long-Horizon Equity Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 10,479,347.74 | | 69.34% | | | | | | | Morgan Stanley & Co. | | 1,073,210.93 | | 7.10% | | | | | BlackRock Long-Horizon Equity Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 451,941.06 | | 30.41% | | | | | | | UBS WM USA | | 280,934.54 | | 18.90% | | | | | | | Morgan Stanley & Co. | | 205,669.98 | | 13.84% | | | | | | | Wells Fargo Clearing Services | | 98,371.57 | | 6.62% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Long-Horizon Equity Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,535,170.30 | | 73.29% | | | | | | | Morgan Stanley & Co. | | 185,936.51 | | 5.37% | | | | | | | UBS WM USA | | 182,322.50 | | 5.27% | | | | | BlackRock Long-Horizon Equity Fund – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 66,127.06 | | 77.42% | | | | | | | Ascensus Trust Company PO Box10758 Fargo, ND 58106 | | 6,747.68 | | 7.90% | | | | | BlackRock Mid Cap Dividend Series, Inc. | | | | | BlackRock Mid Cap Dividend Fund | | | | | BlackRock Mid Cap Dividend Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,109,646.94 | | 40.08% | | | | | | | Edward D Jones and Co. | | 966,073.53 | | 9.42% | | | | | | | Voya Retirement Insurance and Annuity Company 1 Orange Way Windsor, CT 06095-4774 | | 773,765.92 | | 7.54% | | | | | | | State Street Bank and Trust Company | | 622,750.59 | | 6.07% | | | | | | | Hartford Life Insurance Company | | 531,740.80 | | 5.18% | | | | | BlackRock Mid Cap Dividend Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 467,910.11 | | 27.78% | | | | | | | Wells Fargo Clearing Services | | 151,658.84 | | 9.00% | | | | | | | Morgan Stanley & Co. | | 141,588.46 | | 8.40% | | | | | | | Pershing LLC | | 137,175.95 | | 8.14% | | | | | | | UBS WM USA | | 100,113.70 | | 5.94% | | | | | | | LPL Financial | | 91,421.14 | | 5.42% | | | | | BlackRock Mid Cap Dividend Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,233,302.73 | | 41.56% | | | | | | | National Financial Services LLC | | 998,155.83 | | 18.57% | | | | | | | VRSCO 2929 Allen Parkway,A6-20 Houston, TX 77019-2118 | | 305,072.67 | | 5.67% | | | | | | | Pershing LLC | | 289,015.00 | | 5.37% | | | | | BlackRock Mid Cap Dividend Fund – Class K Shares | | Edward D Jones and Co. | | 194,811.38 | | 90.68% | | | | | BlackRock Mid Cap Dividend Fund – Class R Shares | | Hartford Life Insurance Company | | 884,182.30 | | 34.79% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 789,900.97 | | 31.08% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 144,882.44 | | 5.70% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Morgan Stanley Smith Barney LLC | | 3,614,179.23 | | 10.21% | | | | | | | Charles Schwab & Co Inc. | | 2,797,494.44 | | 7.90% | | | | | | | Edward D Jones and Co. | | 2,490,522.37 | | 7.04% | | | | | | | Wells Fargo Clearing Services | | 2,082,386.01 | | 5.88% | | | | | | | JP Morgan Securities LLC | | 2,004,876.68 | | 5.66% | | | | | | | Pershing LLC | | 1,837,484.43 | | 5.19% | | | | | BlackRock Floating Rate Income Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 584,230.25 | | 16.86% | | | | | | | Pershing LLC | | 450,509.67 | | 13.00% | | | | | | | JP Morgan Securities LLC | | 409,746.28 | | 11.82% | | | | | | | Wells Fargo Clearing Services | | 362,346.26 | | 10.46% | | | | | | | National Financial Services LLC | | 327,567.57 | | 9.45% | | | | | | | American Enterprise Investment Service | | 260,042.63 | | 7.50% | | | | | | | Morgan Stanley Smith Barney LLC | | 205,315.34 | | 5.92% | | | | | | | LPL Financial | | 198,584.75 | | 5.73% | | | | | BlackRock Floating Rate Income Portfolio – Institutional Shares | | National Financial Services LLC | | 109,128,481.40 | | 39.70% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 34,357,903.27 | | 12.50% | | | | | | | Morgan Stanley Smith Barney LLC | | 31,708,191.26 | | 11.54% | | | | | | | Charles Schwab & Co Inc. | | 31,237,593.40 | | 11.37% | | | | | | | Pershing LLC | | 14,462,151.84 | | 5.26% | | | | | BlackRock Floating Rate Income Portfolio – Class K Shares | | JP Morgan Securities LLC | | 36,766,167.20 | | 29.67% | | | | | | | Lacera Master OPEB Trust 300 North Lake Avenue, Suite 850 Pasadena, CA 91101-4109 | | 29,670,703.34 | | 23.94% | | | | | | | National Financial Services LLC | | 24,261,414.33 | | 19.58% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | | | BlackRock Natural Resources Trust | | | | | BlackRock Natural Resources Trust – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,236,111.34 | | 32.13% | | | Charles Schwab & Co Inc. | | 285,283.54 | | 7.41% | | | | | | | National Financial Services LLC | | 282,250.29 | | 7.33% | | | | | | | Pershing LLC | | 255,340.19 | | 6.63% | | | | | BlackRock Natural Resources Trust – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 242,069.16 | | 25.88% | | | Pershing LLC | | 92,278.09 | | 9.86% | | | | | | | Morgan Stanley & Co. | | 82,510.33 | | 8.82% | | | | | | | UBS WM USA | | 70,981.39 | | 7.59% | | | | | | | Wells Fargo Clearing Services | | 70,132.46 | | 7.49% | | | | | | | National Financial Services LLC | | 68,700.17 | | 7.34% | | | | | | | Raymond James | | 56,112.21 | | 6.00% | | | | | BlackRock Natural Resources Trust – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 521,838.99 | | 24.71% | | | | | | | Pershing LLC | | 215,097.25 | | 10.18% | | | | | | | National Financial Services LLC | | 185,381.98 | | 8.77% | | | | | | | American Enterprise Investment Service | | 168,058.89 | | 7.95% | | | | | | | Charles Schwab & Co Inc. | | 119,139.47 | | 5.64% | | | | | | | Raymond James | | 112,384.46 | | 5.32% | | | | | FDP Series, Inc. | | | | | FDP BlackRock Capital Appreciation Fund | | | | | FDP BlackRock Capital Appreciation Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,446,126.63 | | 100% | | | | | FDP BlackRock Capital Appreciation Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,647,884.46 | | 100% | | | | | FDP BlackRock Capital Appreciation Fund – Investor Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 246,645.56 | | 100% | | | | FDP BlackRock Equity Dividend Fund | | | | | FDP BlackRock Equity Dividend Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,662,670.26 | | 100% | | | | | FDP BlackRock Equity Dividend Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,538,059.44 | | 100% | | | | | FDP BlackRock Equity Dividend Fund – Investor Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 266,272.99 | | 100% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | FDP BlackRock International Fund | | | | | FDP BlackRock International Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,926,580.97 | | 100% | | | | | FDP BlackRock International Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,606,479.11 | | 100% | | | | | FDP BlackRock International Fund – Investor Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 285,053.73 | | 100% | | | | | Managed Account Series | | | | | Advantage Global SmallCap Fund | | Merrill Lynch Pierce Fenner & Smith | | 6,056,360.38 | | 100% | | | | | BlackRock GA Disciplined Volatility Equity Fund | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 500,000.00 | | 99.35% | | | | | BlackRock GA Enhanced Equity Fund | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 500,000.00 | | 99.39% | | | | | Mid Cap Dividend Fund | | Merrill Lynch Pierce Fenner & Smith | | 6,224,509.71 | | 100% | | | | | | Master Advantage U.S. Total Market LLC | | * BlackRock Advantage U.S. Total Market Fund, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809-3716 | | N/A | | 100% | | | | | | Master Focus Growth LLC | | * BlackRock Focus Growth Fund, Inc. 100 Bellevue Parkway Wilmington, Delaware 19809-3716 | | N/A | | 100% |
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Factory Mutual Insurance Company 270 Central Ave Johnston RI 02919-4949 | | 10,423,945.89 | | 8.41% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 6,829,649.14 | | 5.51% | | | | | BlackRock GNMA Portfolio | | | | | | | | | | | BlackRock GNMA Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,583,714.89 | | 23.66% | | | | | | | Pershing LLC | | 1,846,010.98 | | 16.90% | | | | | | | RBC Capital Markets LLC 60 S 6th St
Minneapolis MN 55402-440 | | 1,283,448.07 | | 11.75% | | | | | | | Charles Schwab & Co Inc. | | 784,844.36 | | 7.19% | | | | | | | National Financial Services LLC | | 628,121.70 | | 5.75% | | | | | | | US Bank NA FBO New Jersey State Firemen’s Association 1555 N Rivercenter Dr. Ste 302 Milwaukee WI 53212 | | 567,170.35 | | 5.19% | | | | | BlackRock GNMA Portfolio – Investor C Shares | | Wells Fargo Clearing Services | | 308,534.43 | | 33.64% | | | | | | | Raymond James | | 112,924.90 | | 12.31% | | | | | | | Pershing LLC | | 107,631.36 | | 11.74% | | | | | | | Charles Schwab & Co Inc. | | 79,021.95 | | 8.62% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 67,467.98 | | 7.36% | | | | | BlackRock GNMA Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,394,228.49 | | 22.25% | | | | | | | National Financial Services LLC | | 1,928,282.32 | | 9.76% | | | | | | | Wells Fargo Clearing Services | | 1,780,832.36 | | 9.02% | | | | | | | Morgan Stanley Smith Barney LLC | | 1,493,150.42 | | 7.56% | | | | | | | American Enterprise Investment Service | | 1,096,134.88 | | 5.55% |
J-14
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock GNMA Portfolio – Class K Shares | | BlackRock Advisors LLC 100 Bellevue Parkway
Wilmington, DE 19809 | | 7,229,708.04 | | 69.39% | | | | | | | Empower Trust | | 1,670,347.74 | | 16.03% | | | | | BlackRock High Yield Bond Portfolio | | | | | | | | | | | BlackRock High Yield Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 43,345,302.75 | | 26.91% | | | | | | | Edward D Jones and Co. | | 18,631,688.34 | | 11.57% | | | | | | | National Financial Services LLC | | 14,117,048.83 | | 8.77% | | | | | | | Morgan Stanley Smith Barney LLC | | 10,783,274.30 | | 6.70% | | | | | | | Charles Schwab & Co Inc. | | 10,457,110.93 | | 6.49% | | | | | | | Pershing LLC | | 8,602,905.66 | | 5.34% | | | | | BlackRock High Yield Bond Portfolio – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 2,575,829.43 | | 21.34% | | | | | | | Pershing LLC | | 1,398,402.90 | | 11.58% | | | | | | | LPL Financial | | 1,136,969.98 | | 9.42% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 919,061.02 | | 7.61% | | | | | | | Wells Fargo Clearing Services | | 824,356.00 | | 6.83% | | | | | | | American Enterprise Investment Service | | 792,727.74 | | 6.57% | | | | | | | JP Morgan Securities LLC | | 763,500.53 | | 6.32% | | | | | | | National Financial Services LLC | | 613,364.47 | | 5.08% | | | | | | | Charles Schwab & Co Inc. | | 608,398.37 | | 5.04% | | | | | BlackRock High Yield Bond Portfolio – Class R Shares | | Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 | | 7,451,886.07 | | 53.99% | | | | | | | State Street Bank and Trust Company | | 1,324,769.29 | | 9.60% | | | | | | | DCGT AS TTEE and/or Cust FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 | | 941,859.89 | | 6.82% |
J-15
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock High Yield Bond Portfolio – Institutional Shares | | National Financial Services LLC | | 884,910,015.80 | | 53.64% | | | | | | | Charles Schwab & Co Inc. | | 103,031,190.11 | | 6.24% | | | | | | | Morgan Stanley Smith Barney LLC | | 91,233,610.46 | | 5.53% | | | | | BlackRock High Yield Bond Portfolio – Service Shares | | Charles Schwab & Co Inc. | | 5,754,318.64 | | 47.44% | | | | | | | National Financial Services LLC | | 2,700,018.39 | | 22.26% | | | | | BlackRock High Yield Bond Portfolio – Class K Shares | | JP Morgan Securities LLC | | 253,488,432.49 | | 23.45% | | | | | | | Edward D Jones and Co. | | 198,929,957.54 | | 18.40% | | | | | | | National Financial Services LLC | | 130,092,000.26 | | 12.03% | | | | | | | Charles Schwab & Co Inc. | | 58,176,063.25 | | 5.38% | | | | | BlackRock Impact Mortgage Fund | | | | | | | | | | | BlackRock Impact Mortgage Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 11,060,486.08 | | 46.42% | | | | | | | National Financial Services LLC | | 1,539,363.72 | | 6.46% | | | | | BlackRock Impact Mortgage Fund – Investor C Shares | | Raymond James | | 93,203.90 | | 14.07% | | | | | | | Pershing LLC | | 84,703.61 | | 12.78% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 72,608.85 | | 10.96% | | | | | | | JP Morgan Securities LLC | | 63,270.35 | | 9.55% | | | | | | | American Enterprise Investment Service | | 63,090.45 | | 9.52% | | | | | | | Charles Schwab & Co Inc. | | 54,142.15 | | 8.17% | | | | | | | Morgan Stanley Smith Barney LLC | | 49,737.04 | | 7.51% | | | | | | | LPL Financial | | 41,349.06 | | 6.24% | | | | | BlackRock Impact Mortgage Fund – Class R Shares | | Ascensus Trust Company FBO PO Box 10758
Fargo, ND 58106 | | 75,144.11 | | 20.46% |
J-16
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Merrill Lynch Pierce Fenner & Smith | | 71,937.72 | | 19.59% | | | | | | | Ascensus Trust Company FBO PO Box 10758
Fargo, ND 58106 | | 48,994.37 | | 13.34% | | | | | | | State Street Bank and Trust Company | | 38,640.63 | | 10.52% | | | | | | | Ascensus Trust Company FBO PO Box 10758
Fargo, ND 58106 | | 35,685.95 | | 9.72% | | | | | BlackRock Impact Mortgage Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 5,395,999.62 | | 38.78% | | | | | | | American Enterprise Investment Service | | 1,333,385.07 | | 9.58% | | | | | | | Morgan Stanley Smith Barney LLC | | 1,242,216.13 | | 8.93% | | | | | | | National Financial Services LLC | | 1,145,055.72 | | 8.23% | | | | | | | Pershing LLC | | 697,823.88 | | 5.02% | | | | | BlackRock Impact Mortgage Fund – Class K Shares | | National Financial Services LLC | | 675,598.49 | | 51.75% | | | | | | | Edward D Jones and Co. | | 217,166.70 | | 16.63% | | | | | | | Ascensus Trust Company FBO PO Box 10758
Fargo, ND 58106 | | 88,306.93 | | 6.76% | | | | | BlackRock Income Fund | | | | | | | | | | | BlackRock Income Fund – Investor A Shares | | Edward D Jones and Co. | | 7,576,315.67 | | 41.32% | | | | | | | National Financial Services LLC | | 2,223,828.40 | | 12.13% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,718,692.02 | | 9.37% | | | | | | | Pershing LLC | | 1,125,799.06 | | 6.14% | | | | | | | American Enterprise Investment Service | | 962,887.42 | | 5.25% |
J-17
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock Income Fund – Investor C Shares | | Wells Fargo Clearing Services | | 255,145.48 | | 13.77% | | | | | | | Charles Schwab & Co Inc. | | 212,887.90 | | 11.49% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 188,098.56 | | 10.15% | | | | | | | Morgan Stanley Smith Barney LLC | | 166,026.08 | | 8.96% | | | | | | | American Enterprise Investment Service | | 165,160.40 | | 8.91% | | | | | | | Pershing LLC | | 162,769.08 | | 8.78% | | | | | | | LPL Financial | | 154,331.73 | | 8.33% | | | | | | | National Financial Services LLC | | 149,938.84 | | 8.09% | | | | | | | JP Morgan Securities LLC | | 99,088.76 | | 5.35% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 97,210.16 | | 5.25% | | | | | | | Raymond James | | 93,583.47 | | 5.05% | | | | | BlackRock Income Fund – Institutional Shares | | Charles Schwab & Co Inc. | | 22,778,493.54 | | 27.75% | | | | | | | American Enterprise Investment Service | | 11,528,897.13 | | 14.05% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 9,856,667.22 | | 12.01% | | | | | | | National Financial Services LLC | | 8,715,361.70 | | 10.62% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 6,386,837.39 | | 7.78% | | | | | | | Morgan Stanley Smith Barney LLC | | 6,149,982.93 | | 7.49% | | | | | | | LPL Financial | | 4,634,890.80 | | 5.65% | | | | | | | Pershing LLC | | 4,545,000.42 | | 5.54% | | | | | BlackRock Income Fund – Class K Shares | | Edward D Jones and Co. | | 15,912,627.90 | | 76.49% | | | | | | | Raymond James | | 1,637,333.42 | | 7.87% | | | | | BlackRock Inflation Protected Bond Portfolio | | | | | | | | | | | BlackRock Inflation Protected Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 9,716,048.17 | | 24.43% |
J-18
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | National Financial Services LLC | | 5,944,729.69 | | 14.95% | | | | | | | Edward D Jones and Co. | | 3,826,099.14 | | 9.62% | | | | | | | Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 | | 3,686,214.65 | | 9.27% | | | | | BlackRock Inflation Protected Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 693,071.49 | | 19.92% | | | | | | | Pershing LLC | | 530,657.20 | | 15.25% | | | | | | | American Enterprise Investment Service | | 366,536.22 | | 10.53% | | | | | | | Morgan Stanley Smith Barney LLC | | 349,299.63 | | 10.04% | | | | | | | Wells Fargo Clearing Services | | 284,811.39 | | 8.19% | | | | | | | Raymond James | | 282,362.57 | | 8.11% | | | | | | | LPL Financial | | 256,677.92 | | 7.38% | | | | | BlackRock Inflation Protected Bond Portfolio – Institutional Shares | | National Financial Services LLC | | 19,719,407.70 | | 14.64% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 18,875,268.53 | | 14.02% | | | | | | | American Enterprise Investment Service | | 12,011,804.43 | | 8.92% | | | | | | | Morgan Stanley Smith Barney LLC | | 10,729,828.62 | | 7.97% | | | | | BlackRock Inflation Protected Bond Portfolio – Class K Shares | | Edward D Jones and Co. | | 9,308,870.09 | | 14.70% | | | | | | | National Financial Services LLC | | 7,128,817.18 | | 11.25% | | | | | | | Fidelity Investments Institutional Operations Company 100 Magellan KW1C Covington, KY 41015 | | 6,892,965.75 | | 10.88% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 6,763,038.74 | | 10.68% | | | | | | | Empower Trust | | 3,959,941.29 | | 6.25% |
J-19
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | DCGT AS TTEE and/or Cust FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 | | 3,346,297.68 | | 5.28% | | | | | BlackRock Low Duration Bond Portfolio | | | | | | | | | | | BlackRock Low Duration Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 25,778,394.45 | | 32.67% | | | | | | | Edward D Jones and Co. | | 20,917,645.85 | | 26.51% | | | | | | | Morgan Stanley Smith Barney LLC | | 11,402,833.25 | | 14.45% | | | | | | | National Financial Services LLC | | 6,919,200.13 | | 8.77% | | | | | BlackRock Low Duration Bond Portfolio – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 597,992.63 | | 19.29% | | | | | | | Raymond James | | 572,679.49 | | 18.48% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 549,782.21 | | 17.74% | | | | | | | Pershing LLC | | 247,847.60 | | 8.00% | | | | | | | LPL Financial | | 220,406.40 | | 7.11% | | | | | | | American Enterprise Investment Service | | 178,942.51 | | 5.77% | | | | | | | National Financial Services LLC | | 169,981.99 | | 5.48% | | | | | BlackRock Low Duration Bond Portfolio – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 389,439.61 | | 75.48% | | | | | BlackRock Low Duration Bond Portfolio – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 48,565.32 | | 19.81% | | | | | | | State Street Bank and Trust Company | | 47,642.19 | | 19.43% | | | | | | | Mid Atlantic Trust Company FBO Infectious Diseases Associates 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 35,652.04 | | 14.54% |
J-20
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Pai Trust Company, Inc. Seascape Partners LLC 401(K) 1300 Enterprise Drive De Pere WI 54115 | | 15,740.21 | | 6.42% | | | | | | | Mid Atlantic Trust
Company FBO Performance
Fact Inc 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 13,228.69 | | 5.40% | | | | | | | Mid Atlantic Trust Company FBO IHL Consulting Group, Inc. 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 | | 12,446.97 | | 5.08% | | | | | BlackRock Low Duration Bond Portfolio – Institutional Shares | | Morgan Stanley Smith Barney LLC | | 194,018,564.15 | | 47.03% | | | | | | | National Financial Services LLC | | 37,676,856.12 | | 9.13% | | | | | | | Mac & Co Mutual Fund Operations 500 Grant Street, Room 151-1010 Pittsburgh, PA 15258 | | 23,854,967.21 | | 5.78% | | | | | | | Charles Schwab & Co Inc. | | 22,298,703.98 | | 5.41% | | | | | | | LPL Financial | | 22,097,029.76 | | 5.36% | | | | | BlackRock Low Duration Bond Portfolio – Class K Shares | | Edward D Jones and Co. | | 41,778,084.19 | | 58.23% | | | | | | | National Financial Services LLC | | 7,536,950.20 | | 10.51% | | | | | | | Capinco c/o US Bank NA 1555 N. Rivercenter Dr. Ste 302 Milwaukee WI, 53212 | | 4,058,971.01 | | 5.66% | | | | | BlackRock Strategic Income Opportunities Portfolio | | | | | | | | | | | BlackRock Strategic Income Opportunities Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 27,989,878.34 | | 26.46% |
J-21
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | National Financial Services LLC | | 13,870,400.93 | | 13.11% | | | | | | | Charles Schwab & Co Inc. | | 13,651,102.12 | | 12.90% | | | | | | | Morgan Stanley Smith Barney LLC | | 12,828,379.25 | | 12.13% | | | | | | | Wells Fargo Clearing Services | | 5,682,241.99 | | 5.37% | | | | | BlackRock Strategic Income Opportunities Portfolio – Investor C Shares | | Wells Fargo Clearing Services | | 1,481,730.31 | | 13.08% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,400,843.02 | | 12.36% | | | | | | | American Enterprise Investment Service | | 1,360,723.09 | | 12.01% | | | | | | | Raymond James | | 1,252,573.02 | | 11.05% | | | | | | | Morgan Stanley Smith Barney LLC | | 1,228,145.37 | | 10.84% | | | | | | | Pershing LLC | | 1,109,071.54 | | 9.79% | | | | | | | LPL Financial | | 871,898.19 | | 7.69% | | | | | | | National Financial Services LLC | | 847,276.78 | | 7.48% | | | | | | | Charles Schwab & Co Inc. | | 679,230.89 | | 5.99% | | | | | BlackRock Strategic Income Opportunities Portfolio – Institutional Shares | | Charles Schwab & Co Inc. | | 605,447,568.00 | | 22.94% | | | | | | | National Financial Services LLC | | 571,559,857.51 | | 21.66% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 195,913,907.42 | | 7.42% | | | | | | | Morgan Stanley Smith Barney LLC | | 176,458,140.29 | | 6.69% | | | | | | | Pershing LLC | | 165,760,428.10 | | 6.28% | | | | | BlackRock Strategic Income Opportunities Portfolio – Class K Shares | | National Financial Services LLC | | 301,238,210.16 | | 26.79% | | | | | | | Charles Schwab & Co Inc. | | 109,606,516.21 | | 9.75% |
J-22
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | SEI Private Trust Company C/O Principal Financial Attn. Mutual Fund Admin 1 Freedom Valley Dr. Oaks, PA 19456-9989 | | 64,608,505.52 | | 5.75% | | | | | BlackRock Sustainable Emerging Markets Bond Fund | | | | | | | | | | | BlackRock Sustainable Emerging Markets Bond Fund – Institutional Shares | | Pershing LLC | | 13,209.77 | | 66.67% | | | | | | | BlackRock Financial Management Inc. | | 5,000.00 | | 25.23% | | | | | | | LPL Financial | | 1,605.22 | | 8.10% | | | | | BlackRock Sustainable Emerging Markets Bond Fund – Class K Shares | | BlackRock Financial Management Inc. | | 2,495,000.00 | | 99.71% | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund | | | | | | | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 220,461.51 | | 32.26% | | | | | | | National Financial Services LLC | | 113,358.03 | | 16.59% | | | | | | | Pershing LLC | | 63,196.03 | | 9.25% | | | | | | | Wells Fargo Clearing Services | | 57,931.67 | | 8.48% | | | | | | | Charles Schwab & Co Inc. | | 47,321.27 | | 6.92% | | | | | | | American Enterprise Investment Service | | 34,585.77 | | 5.06% | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 8,369.41 | | 36.83% | | | | | | | Wells Fargo Clearing Services | | 3,366.86 | | 14.82% | | | | | | | Pershing LLC | | 1,701.92 | | 7.49% |
J-23
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 1,636.58 | | 7.20% | | | | | | | BNYM I S TRUST CO CUST SIMPLE IRA 301 Bellevue Parkway Wilmington, DE 19809 | | 1,478.03 | | 6.50% | | | | | | | Matrix Trust Company as Agent for Advisor Trust, Inc. 717 17th Street, Suite 1300 Denver, CO 80202 | | 1,319.88 | | 5.81% | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 260,184.57 | | 25.23% | | | | | | | National Financial Services LLC | | 197,265.19 | | 19.13% | | | | | | | LPL Financial | | 155,266.09 | | 15.06% | | | | | | | American Enterprise Investment Service | | 147,788.67 | | 14.33% | | | | | | | Charles Schwab & Co Inc. | | 74,290.79 | | 7.20% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 72,169.35 | | 7.00% | | | | | BlackRock Sustainable Emerging Markets Flexible Bond Fund – Class K Shares | | BlackRock Holdco2 Inc. 50 Hudson Yards New York, NY 10001-2180 | | 3,835,005.29 | | 99.79% | | | | | BlackRock Sustainable High Yield Bond Fund | | | | | | | | | | | BlackRock Sustainable High Yield Bond Fund – Investor A Shares | | BlackRock Financial Management Inc. | | 10,000.00 | | 83.74% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 1,322.02 | | 11.07% |
J-24
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock Sustainable High Yield Bond Fund – Institutional Shares | | National Financial Services LLC | | 15,362.07 | | 59.81% | | | | | | | BlackRock Financial Management Inc. | | 10,000.00 | | 38.93% | | | | | BlackRock Sustainable High Yield Bond Fund – Class K Shares | | BlackRock Financial Management Inc. | | 4,980,000.00 | | 100.00% | | | | | BlackRock Sustainable Low Duration Bond Fund | | | | | | | | | | | BlackRock Sustainable Low Duration Bond Fund – Investor A Shares | | BlackRock Financial Management Inc. | | 10,000.00 | | 84.69% | | | | | | | Pershing LLC | | 1,778.24 | | 15.06% | | | | | BlackRock Sustainable Low Duration Bond Fund – Institutional Shares | | BlackRock Financial Management Inc. | | 10,000.00 | | 100.00% | | | | | BlackRock Sustainable Low Duration Bond Fund – Class K Shares | | BlackRock Financial Management Inc. | | 4,980,000.00 | | 99.99% | | | | | | BlackRock Funds VI | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund | | | | | | | | | | | BlackRock Advantage CoreAlpha Bond Fund – Investor A Shares | | Pershing LLC | | 25,192,933.73 | | 72.43% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 4,921,032.04 | | 14.15% | | | | | BlackRock Advantage CoreAlpha Bond Fund – Investor C Shares | | Pershing LLC | | 21,518.62 | | 47.46% | | | | | | | National Financial Services LLC | | 9,152.83 | | 20.19% | | | | | | | Raymond James | | 8,655.84 | | 19.09% | | | | | BlackRock Advantage CoreAlpha Bond Fund – Institutional Shares | | Goldman Sachs & Co. 295 Chipeta Way
Salt Lake City, UT 84108-1287 | | 24,987,062.59 | | 42.04% | | | | | | | BlackRock Advisors LLC 100 Bellevue Parkway
Wilmington, DE 19809-3716 | | 6,591,020.24 | | 11.09% |
J-25
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | BlackRock Advisors LLC 100 Bellevue Parkway
Wilmington, DE 19809-3716 | | 6,254,900.47 | | 10.52% | | | | | | | BlackRock Advisors LLC 100 Bellevue Parkway
Wilmington, DE 19809-3716 | | 5,581,477.22 | | 9.39% | | | | | | | SEI Private Trust Company 1 Freedom Valley Drive
Oaks, PA 19456-9989 | | 4,071,774.98 | | 6.85% | | | | | | | BlackRock Advisors LLC 100 Bellevue Parkway
Wilmington, DE 19809-3716 | | 3,393,594.68 | | 5.71% | | | | | BlackRock Advantage CoreAlpha Bond Fund – Class K Shares | | National Financial Services LLC | | 2,345,605.32 | | 33.04% | | | | | | | Augusta Health Care, Inc. c/o BlackRock 55 East 52nd Street New York, NY 10055 | | 1,878,644.89 | | 26.46% | | | | | | | BTC As TTEE US Asset Moderate 5901 College Boulevard
Suite 200
Overland Park, KS 66211 | | 608,428.34 | | 8.57% | | | | | | | Empower Trust | | 601,336.78 | | 8.47% | | | | | | BlackRock Multi-State Municipal Series Trust | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund | | | | | | | | | | | BlackRock New Jersey Municipal Bond Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,565,568.44 | | 26.57% | | | | | | | Wells Fargo Clearing Services | | 1,742,820.45 | | 18.05% | | | | | | | Pershing LLC | | 1,224,809.62 | | 12.69% | | | | | | | National Financial Services LLC | | 1,084,418.70 | | 11.23% | | | | | | | Edward D Jones and Co. | | 639,614.34 | | 6.62% |
J-26
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock New Jersey Municipal Bond Fund – Investor C Shares | | Wells Fargo Clearing Services | | 362,504.10 | | 30.03% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 147,748.81 | | 12.24% | | | | | | | National Financial Services LLC | | 128,410.30 | | 10.64% | | | | | | | Pershing LLC | | 122,178.08 | | 10.12% | | | | | | | LPL Financial | | 95,736.12 | | 7.93% | | | | | | | American Enterprise Investment Service | | 63,888.29 | | 5.29% | | | | | BlackRock New Jersey Municipal Bond Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 791,106.98 | | 63.21% | | | | | | | Morgan Stanley Smith Barney LLC | | 88,557.57 | | 7.08% | | | | | BlackRock New Jersey Municipal Bond Fund – Institutional Shares | | National Financial Services LLC | | 3,300,698.20 | | 19.78% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 2,623,582.26 | | 15.72% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 1,971,713.73 | | 11.82% | | | | | | | Pershing LLC | | 1,878,284.65 | | 11.26% | | | | | | | Charles Schwab & Co Inc. | | 1,681,575.19 | | 10.08% | | | | | | | American Enterprise Investment Service | | 1,392,696.93 | | 8.35% | | | | | | | LPL Financial | | 1,157,852.04 | | 6.94% | | | | | BlackRock New Jersey Municipal Bond Fund – Service Shares | | TD Ameritrade | | 128,219.00 | | 19.64% | | | | | | | Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 | | 118,305.58 | | 18.12% | | | | | | | National Financial Services LLC | | 56,922.28 | | 8.72% |
J-27
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock New Jersey Municipal Bond Fund – Class K Shares | | Edward D Jones and Co. | | 200,139.92 | | 84.96% | | | | | | | BlackRock Financial Management Inc. | | 18,124.12 | | 7.69% | | | | | BlackRock New York Municipal Opportunities Fund | | | | | | | | | | | BlackRock New York Municipal Opportunities Fund – Investor A Shares | | Pershing LLC | | 9,041,530.58 | | 18.59% | | | | | | | JP Morgan Securities LLC | | 8,438,613.41 | | 17.35% | | | | | | | Morgan Stanley Smith Barney LLC | | 8,018,673.64 | | 16.49% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 6,730,896.12 | | 13.84% | | | | | | | Wells Fargo Clearing Services | | 5,630,207.79 | | 11.58% | | | | | | | National Financial Services LLC | | 3,625,217.68 | | 7.46% | | | | | BlackRock New York Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,205,323.81 | | 65.08% | | | | | | | Morgan Stanley Smith Barney LLC | | 369,738.99 | | 5.72% | | | | | BlackRock New York Municipal Opportunities Fund – Investor C Shares | | JP Morgan Securities LLC | | 980,468.85 | | 22.52% | | | | | | | Pershing LLC | | 671,144.83 | | 15.41% | | | | | | | National Financial Services LLC | | 557,377.17 | | 12.80% | | | | | | | Wells Fargo Clearing Services | | 483,813.88 | | 11.11% | | | | | | | Morgan Stanley Smith Barney LLC | | 425,289.44 | | 9.77% | | | | | | | American Enterprise Investment Service | | 322,112.55 | | 7.40% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 303,718.96 | | 6.98% |
J-28
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | BlackRock New York Municipal Opportunities Fund – Institutional Shares | | National Financial Services LLC | | 8,708,988.43 | | 14.86% | | | | | | | Pershing LLC | | 8,231,040.86 | | 14.05% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 7,990,194.30 | | 13.64% | | | | | | | Charles Schwab & Co Inc. | | 6,594,622.05 | | 11.25% | | | | | | | Morgan Stanley Smith Barney LLC | | 6,382,203.54 | | 10.89% | | | | | | | American Enterprise Investment Service | | 5,254,087.41 | | 8.97% | | | | | | | LPL Financial | | 4,308,382.34 | | 7.35% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 3,334,064.33 | | 5.69% | | | | | BlackRock New York Municipal Opportunities Fund – Class K Shares | | Edward D Jones and Co. | | 319,224.75 | | 41.03% | | | | | | | JP Morgan Securities LLC | | 225,635.34 | | 29.00% | | | | | | | Pershing LLC | | 101,002.66 | | 12.98% | | | | | | | Charles Schwab & Co Inc. | | 86,104.93 | | 11.07% | | | | | BlackRock Pennsylvania Municipal Bond Fund | | | | | | | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor A Shares | | Wells Fargo Clearing Services | | 2,638,614.74 | | 22.63% | | | | | | | Edward D Jones and Co. | | 2,432,768.69 | | 20.87% | | | | | | | National Financial Services LLC | | 1,878,156.78 | | 16.11% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,010,886.52 | | 8.67% | | | | | | | Morgan Stanley Smith Barney LLC | | 791,053.03 | | 6.79% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor C Shares | | Wells Fargo Clearing Services | | 229,253.10 | | 25.75% | | | | | | | National Financial Services LLC | | 157,781.15 | | 17.72% |
J-29
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Pershing LLC | | 139,457.15 | | 15.67% | | | | | | | Edward D Jones and Co. | | 111,353.37 | | 12.51% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 58,361.61 | | 6.56% | | | | | | | American Enterprise Investment Service | | 56,961.28 | | 6.40% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 372,498.66 | | 58.79% | | | | | | | Wells Fargo Clearing Services | | 53,459.56 | | 8.44% | | | | | | | Morgan Stanley Smith Barney LLC | | 37,033.36 | | 5.84% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Institutional Shares | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 9,419,872.04 | | 39.18% | | | | | | | National Financial Services LLC | | 5,411,861.36 | | 22.51% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 2,193,743.58 | | 9.12% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,205,327.29 | | 5.01% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Service Shares | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 57,917.62 | | 52.81% | | | | | | | National Financial Services LLC | | 20,196.89 | | 18.42% | | | | | | | Pershing LLC | | 18,474.99 | | 16.85% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Class K Shares | | Edward D Jones and Co. | | 873,552.05 | | 93.12% | | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | | | | | | | BlackRock High Yield Municipal Fund | | | | | | | | | | | BlackRock High Yield Municipal Fund – Investor A Shares | | Edward D Jones and Co. | | 23,635,631.45 | | 40.72% |
J-30
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Merrill Lynch Pierce Fenner & Smith | | 6,724,155.54 | | 11.58% | | | | | | | National Financial Services LLC | | 4,200,340.49 | | 7.24% | | | | | | | Pershing LLC | | 4,139,988.78 | | 7.13% | | | | | | | Wells Fargo Clearing Services | | 4,101,675.21 | | 7.07% | | | | | | | Morgan Stanley Smith Barney LLC | | 3,211,186.79 | | 5.53% | | | | | | | LPL Financial | | 2,934,554.93 | | 5.06% | | | | | BlackRock High Yield Municipal Fund – Investor C Shares | | Pershing LLC | | 419,993.69 | | 15.42% | | | | | | | Edward D Jones and Co. | | 306,038.94 | | 11.24% | | | | | | | Wells Fargo Clearing Services | | 302,317.06 | | 11.10% | | | | | | | American Enterprise Investment Service | | 276,171.38 | | 10.14% | | | | | | | LPL Financial | | 246,399.29 | | 9.05% | | | | | | | National Financial Services LLC | | 200,542.82 | | 7.36% | | | | | | | Raymond James | | 178,795.49 | | 6.57% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 166,735.31 | | 6.12% | | | | | | | Morgan Stanley Smith Barney LLC | | 155,803.55 | | 5.72% | | | | | BlackRock High Yield Municipal Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 26,553,470.43 | | 29.68% | | | | | | | National Financial Services LLC | | 15,105,667.59 | | 16.88% | | | | | | | Pershing LLC | | 10,598,617.91 | | 11.85% | | | | | | | Charles Schwab & Co Inc. | | 8,864,906.18 | | 9.91% | | | | | | | LPL Financial | | 6,127,181.28 | | 6.85% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 5,654,829.25 | | 6.32% |
J-31
| | | | | | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | | Percentage of Outstanding
Shares of Class Owned | | BlackRock High Yield Municipal Fund – Class K Shares | | Edward D Jones and Co. | | | 30,181,573.89 | | | | 87.95% | | | | | | BlackRock Impact Municipal Fund | | | | | | | | | | | | | | | BlackRock Impact Municipal Fund – Investor A Shares | | BlackRock Financial Management Inc. | | | 10,000.00 | | | | 97.20% | | | | | | BlackRock Impact Municipal Fund – Institutional Shares | | BlackRock Financial Management Inc. | | | 10,000.00 | | | | 71.77% | | | | | | | | Pershing LLC | | | 2,467.87 | | | | 17.71% | | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | | 1,048.52 | | | | 7.53% | | | | | | BlackRock Impact Municipal Fund – Class K Shares | | BlackRock Financial Management Inc. | | | 4,980,000.00 | | | | 99.87% | | | | | | BlackRock National Municipal Fund | | | | | | | | | | | | | | | BlackRock National Municipal Fund – Investor A Shares | | National Financial Services LLC | | | 81,530,729.01 | | | | 34.80% | | | | | | | | Edward D Jones and Co. | | | 73,429,098.91 | | | | 31.34% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 30,191,566.58 | | | | 12.89% | | | | | | BlackRock National Municipal Fund – Investor C Shares | | Wells Fargo Clearing Services | | | 1,041,346.68 | | | | 17.38% | | | | | | | | Morgan Stanley Smith Barney LLC | | | 975,765.31 | | | | 16.29% | | | | | | | | Edward D Jones and Co. | | | 950,508.71 | | | | 15.86% | | | | | | | | American Enterprise Investment Service | | | 583,313.80 | | | | 9.74% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 466,402.93 | | | | 7.78% | | | | | | | | Pershing LLC | | | 448,374.56 | | | | 7.48% | | | | | | BlackRock National Municipal Fund – Institutional Shares | | Morgan Stanley Smith Barney LLC | | | 99,131,127.59 | | | | 24.85% | |
J-32
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | National Financial Services LLC | | 58,471,506.33 | | 14.66% | | | | | | | Charles Schwab & Co Inc. | | 55,500,871.99 | | 13.91% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 52,284,894.62 | | 13.11% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 25,329,320.23 | | 6.35% | | | | | | | American Enterprise Investment Service | | 20,007,183.65 | | 5.02% | | | | | BlackRock National Municipal Fund – Service Shares | | National Financial Services LLC | | 40,748.89 | | 33.69% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 17,014.90 | | 14.07% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 14,571.43 | | 12.05% | | | | | | | Charles Schwab & Co Inc. | | 10,118.81 | | 8.37% | | | | | | | Wells Fargo Clearing Services | | 8,432.43 | | 6.97% | | | | | | | BNYM I S TRUST CO CUST 301 Bellevue Parkway Wilmington, DE 19809 | | 8,004.27 | | 6.62% | | | | | BlackRock National Municipal Fund – Class K Shares | | JP Morgan Securities LLC | | 220,900,811.67 | | 64.43% | | | | | | | Edward D Jones and Co. | | 85,637,437.24 | | 24.98% | | | | | BlackRock Short-Term Municipal Fund | | | | | | | | | | | BlackRock Short-Term Municipal Fund – Investor A Shares | | Edward D Jones and Co. | | 12,234,299.22 | | 55.60% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 3,688,426.02 | | 16.76% |
J-33
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Morgan Stanley Smith Barney LLC | | 2,656,242.55 | | 12.07% | | | | | BlackRock Short-Term Municipal Fund – Investor C Shares | | Morgan Stanley Smith Barney LLC | | 161,463.72 | | 29.64% | | | | | | | National Financial Services LLC | | 64,944.16 | | 11.92% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 62,200.53 | | 11.42% | | | | | | | Edward D Jones and Co. | | 51,309.68 | | 9.42% | | | | | | | Raymond James | | 43,989.40 | | 8.08% | | | | | | | Pershing LLC | | 39,838.10 | | 7.31% | | | | | | | LPL Financial | | 34,499.31 | | 6.33% | | | | | | | Wells Fargo Clearing Services | | 32,152.12 | | 5.90% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 29,681.82 | | 5.45% | | | | | BlackRock Short-Term Municipal Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 782,623.10 | | 75.66% | | | | | | | UBS Financial Services Inc. FBO UBS WM USA | | 84,899.12 | | 8.21% | | | | | BlackRock Short-Term Municipal Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 8,778,884.19 | | 27.49% | | | | | | | National Financial Services LLC | | 6,481,039.03 | | 20.29% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 5,604,050.37 | | 17.55% | | | | | | | Morgan Stanley Smith Barney LLC | | 3,498,521.34 | | 10.95% | | | | | | | Charles Schwab & Co Inc. | | 2,128,113.54 | | 6.66% | | | | | BlackRock Short-Term Municipal Fund – Class K Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,934,095.19 | | 69.18% | | | | | | | Edward D Jones and Co. | | 1,069,950.39 | | 25.23% |
J-34
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | BlackRock Municipal Series Trust | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund | | | | | | | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 18,972,786.47 | | 22.53% | | | | | | | Edward D Jones and Co. | | 13,269,667.10 | | 15.76% | | | | | | | Wells Fargo Clearing Services | | 9,818,934.72 | | 11.66% | | | | | | | Morgan Stanley Smith Barney LLC | | 9,553,315.42 | | 11.35% | | | | | | | National Financial Services LLC | | 7,875,518.93 | | 9.35% | | | | | | | Pershing LLC | | 5,791,087.71 | | 6.88% | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor C Shares | | Wells Fargo Clearing Services | | 1,510,048.28 | | 22.44% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 925,461.43 | | 13.75% | | | | | | | American Enterprise Investment Service | | 885,723.59 | | 13.16% | | | | | | | Morgan Stanley Smith Barney LLC | | 559,682.70 | | 8.32% | | | | | | | National Financial Services LLC | | 451,139.10 | | 6.70% | | | | | | | Pershing LLC | | 449,817.26 | | 6.68% | | | | | | | LPL Financial | | 411,637.20 | | 6.12% | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,042,473.43 | | 65.01% | | | | | | | Charles Schwab & Co Inc. | | 98,147.73 | | 6.12% | | | | | | | National Financial Services LLC | | 94,798.78 | | 5.91% | | | | | | | Morgan Stanley Smith Barney LLC | | 92,424.17 | | 5.76% | | | | | BlackRock Strategic Municipal Opportunities Fund – Institutional Shares | | Pershing LLC | | 94,936,572.52 | | 26.91% |
J-35
| | | | | | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | | Percentage of Outstanding
Shares of Class Owned | | | | Merrill Lynch Pierce Fenner & Smith | | | 63,034,878.18 | | | | 17.87% | | | | | | | | National Financial Services LLC | | | 48,632,286.59 | | | | 13.79% | | | | | | | | Charles Schwab & Co Inc. | | | 35,275,859.16 | | | | 10.00% | | | | | | | | Morgan Stanley Smith Barney LLC | | | 28,530,845.98 | | | | 8.09% | | | | | | BlackRock Strategic Municipal Opportunities Fund – Class K Shares | | Charles Schwab & Co Inc. | | | 9,784,873.35 | | | | 52.45% | | | | | | | | Edward D Jones and Co. | | | 2,813,831.05 | | | | 15.08% | | | | | | | | National Financial Services LLC | | | 2,469,664.35 | | | | 13.24% | | | | | | | | SEI Private Trust Company C/O First Horizon Attn. Mutual Fund Admin 1 Freedom Valley Dr. Oaks, PA 19456-9989 | | | 1,661,005.08 | | | | 8.90% | | | | | | | | SEI Private Trust Company C/O Principal Financial Attn. Mutual Fund Admin 1 Freedom Valley Dr. Oaks, PA 19456-9989 | | | 1,323,626.55 | | | | 7.10% | | | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | | | | | | | | | | | | | BlackRock Strategic Global Bond Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | | 2,883,288.33 | | | | 20.00% | | | | | | | | Charles Schwab & Co Inc. | | | 2,145,980.10 | | | | 14.88% | | | | | | | | National Financial Services LLC | | | 1,989,686.78 | | | | 13.80% | | | | | | | | Edward D Jones and Co. | | | 1,748,495.40 | | | | 12.13% | | | | | | | | Empower Trust | | | 1,034,939.47 | | | | 7.18% | | | | | | | | Pershing LLC | | | 769,776.05 | | | | 5.34% | | | | | | BlackRock Strategic Global Bond Fund, Inc. – Investor C Shares | | American Enterprise Investment Service | | | 226,321.62 | | | | 33.61% | | | | | | | | National Financial Services LLC | | | 130,676.82 | | | | 19.41% | | | | | | | | Pershing LLC | | | 86,632.40 | | | | 12.87% | |
J-36
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | Wells Fargo Clearing Services | | 63,219.72 | | 9.39% | | | | | BlackRock Strategic Global Bond Fund, Inc. – Institutional Shares | | National Financial Services LLC | | 26,947,379.19 | | 27.02% | | | | | | | American Enterprise Investment Service | | 14,827,184.92 | | 14.87% | | | | | | | Charles Schwab & Co Inc. | | 13,598,744.47 | | 13.63% | | | | | | | Wells Fargo Clearing Services | | 7,572,149.30 | | 7.59% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 6,352,578.54 | | 6.37% | | | | | | | MMATCO LLP Nominee for MMA Trust Company P.O. Box 483 1110 N Main Street Goshen, IN 46527 | | 5,716,668.74 | | 5.73% | | | | | | | LPL Financial | | 5,334,298.44 | | 5.35% | | | | | BlackRock Strategic Global Bond Fund, Inc. – Class K Shares | | National Financial Services LLC | | 6,710,610.33 | | 19.42% | | | | | | | First State Trust Company 2 Righter Parkway Wilmington, DE 19803 | | 4,374,190.81 | | 12.66% | | | | | | | Edward D Jones and Co. | | 3,996,852.95 | | 11.57% | | | | | | | DCGT AS TTEE and/or CUST FBO PLIC Various Retirement Plans Attn. NPIO Trade Desk 711 High Street Des Moines, IA 50392 | | 2,832,411.28 | | 8.20% | | | | | | | Matrix Trust Company P.O. Box 52129 Phoenix, AZ 85072-2129 | | 2,701,051.16 | | 7.82% | | | | | | | PIMS/Prudential Retirement 7550 Teague Road, Suite 300 Hanover, MD 21076 | | 1,981,092.72 | | 5.73% |
J-37
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | Managed Account Series II | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio | | | | | | | | | | | BlackRock U.S. Mortgage Portfolio – Investor A Shares | | Charles Schwab & Co Inc. | | 987,377.53 | | 45.89% | | | | | | | National Financial Services LLC | | 506,947.93 | | 23.56% | | | | | | | LPL Financial | | 144,123.49 | | 6.70% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 122,708.42 | | 5.70% | | | | | BlackRock U.S. Mortgage Portfolio – Investor C Shares | | Pershing LLC | | 41,071.70 | | 32.06% | | | | | | | National Financial Services LLC | | 41,066.41 | | 32.06% | | | | | | | American Enterprise Investment Service | | 24,893.02 | | 19.43% | | | | | | | Morgan Stanley Smith Barney LLC | | 6,926.04 | | 5.41% | | | | | BlackRock U.S. Mortgage Portfolio – Institutional Shares | | American Enterprise Investment Service | | 6,022,491.82 | | 20.41% | | | | | | | Charles Schwab & Co Inc. | | 4,949,686.46 | | 16.78% | | | | | | | BlackRock Funds Inc. LLC — BlackRock 60/40 Target Allocation Fund 100 Bellevue Parkway Wilmington, DE 19809 | | 4,554,005.88 | | 15.43% | | | | | | | BlackRock Funds Inc. LLC — BlackRock 20/80 Target Allocation Fund 100 Bellevue Parkway Wilmington, DE 19809 | | 2,706,431.90 | | 9.17% | | | | | | | BlackRock Funds Inc. LLC — BlackRock 40/60 Target Allocation Fund 100 Bellevue Parkway Wilmington, DE 19809 | | 2,330,474.53 | | 7.90% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 2,034,783.09 | | 6.90% |
J-38
| | | | | | | Fund/Portfolio Name/Name of Class1 | | Name and Address of Owner | | Shares Owned | | Percentage of Outstanding
Shares of Class Owned | | | BlackRock Funds Inc. LLC — BlackRock 80/20 Target Allocation Fund 100 Bellevue Parkway Wilmington, DE 19809 | | 1,949,414.33 | | 6.61% | | | | | | | National Financial Services LLC | | 1,668,596.03 | | 5.66% | | | | | | Master Bond LLC | | | | | | | | | | | Master Total Return Portfolio | | BlackRock Total Return Fund2 100 Bellevue Parkway Wilmington, DE 19809 | | $17,842,833,410.173 | | 96.61% | | | | | | Master Investment Portfolio II | | | | | | | | | | | Advantage CoreAlpha Bond Master Portfolio | | BlackRock Advantage CoreAlpha Bond Fund2 100 Bellevue Parkway Wilmington, DE 19809 | | $859,294,704.993 | | 98.37% |
*1 | | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
| 2 | | Beneficial owner of shares. |
| | | | | | | | | | | | | | | | Group B Funds | | | | | | | | | | | | | | | BlackRock Allocation Target Shares | | | | | | | | | BATS: Series A Portfolio | | * BlackRock Institutional Trust Co. NA As Trustee for the BlackRock Total Return Bond Fund 400 Howard Street San Francisco, CA 94105-2618 | | | 38,477,139.01 | | | | 46.81% | | | | | | | | Merrill Lynch Pierce Fenner & Smith | | | 17,545,584.00 | | | | 21.34% | | | | | | | | Morgan Stanley & Co. | | | 10,242,748.00 | | | | 12.46% | | | | | | | | * BlackRock Institutional Trust Co. as Trustee for the BlackRock Strategic Income Opportunities Bond Fund 400 Howard Street San Francisco, CA 94105-2618 | | | 9,175,332.78 | | | | 11.16% | |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | * BlackRock Advisors LLC BlackRock Dynamic High Income Portfolio 100 Bellevue Parkway Wilmington, Delaware 19809-3716 | | 4,973,341.13 | | 6.05% | | | | | BATS: Series C Portfolio | | Merrill Lynch Pierce Fenner & Smith | | 23,431,993.75 | | 62.30% | | | | | | | Morgan Stanley & Co. | | 9,243,193.51 | | 24.57% | | | | | | | Charles Schwab & Co Inc. | | 3,166,728.73 | | 8.41% | | | | | BATS: Series E Portfolio | | Merrill Lynch Pierce Fenner & Smith | | 12,848,246.00 | | 76.62% | | | | | | | Morgan Stanley & Co. | | 3,919,129.00 | | 23.37% | | | | | BATS: Series M Portfolio | | Merrill Lynch Pierce Fenner & Smith | | 55,424,244.17 | | 66.73% | | | | | | | Morgan Stanley & Co. | | 21,624,905.02 | | 26.03% | | | | | BATS: Series P Portfolio | | Merrill Lynch Pierce Fenner & Smith | | 7,446,091.55 | | 94.65% | | | | | | | Morgan Stanley & Co. | | 420,429.00 | | 5.34% | | | | | BATS: Series S Portfolio | | Merrill Lynch Pierce Fenner & Smith | | 6,730,486.58 | | 36.46% | | | | | | | Morgan Stanley & Co. | | 6,485,882.57 | | 35.13% | | | | | | | * BlackRock Allocation Target Shares BATS: Series P Portfolio 100 Bellevue Parkway Wilmington, DE 19809-3716 | | 2,439,280.28 | | 13.21% | | | | | BlackRock Bond Fund, Inc. | | | | | BlackRock Total Return Fund | | | | | BlackRock Total Return Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 88,761,666.80 | | 57.64% | | | | | | | Edward D Jones and Co. | | 12,655,267.89 | | 8.21% | | | | | | | Charles Schwab & Co Inc. | | 10,978,067.61 | | 7.13% | | | | | BlackRock Total Return Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,241,378.15 | | 89.41% | | | | | BlackRock Total Return Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 12,337,292.91 | | 58.28% | | | | | | | Morgan Stanley & Co. | | 1,546,950.27 | | 7.30% | | | | | | | Pershing LLC | | 1,395,912.61 | | 6.59% | | | | | | | Wells Fargo Clearing Services | | 1,274,114.75 | | 6.01% | | | | | BlackRock Total Return Fund – Investor C1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 476,494.01 | | 49.06% | | | | | | | Morgan Stanley & Co. | | 131,185.60 | | 13.50% | | | | | | | UBS WM USA | | 109,990.18 | | 11.32% | | | | | BlackRock Total Return Fund – Investor C2 Shares | | Merrill Lynch Pierce Fenner & Smith | | 55,471.77 | | 61.02% | | | | | | | Morgan Stanley & Co. | | 23,867.53 | | 26.25% | | | | | | | National Financial Services LLC | | 6,165.23 | | 6.78% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Total Return Fund – Class R Shares | | State Street Bank and Trust Company (FBO) ADP Access Product | | 3,331,333.83 | | 23.64% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 2,384,446.35 | | 16.92% | | | | | | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 2,000,265.22 | | 14.20% | | | | | | | The Hartford 1 Hartford Plaza Hartford, CT 06155 | | 933,988.12 | | 6.63% | | | | | BlackRock Total Return Fund – Institutional Shares | | Pershing LLC | | 96,907,490.46 | | 20.12% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 84,284,590.47 | | 17.49% | | | | | | | National Financial Services LLC | | 44,753,063.54 | | 9.29% | | | | | | | American Enterprise Investment Service | | 33,501,798.45 | | 6.95% | | | | | | | Charles Schwab & Co Inc. | | 27,755,061.95 | | 5.76% | | | | | | | Morgan Stanley & Co. | | 24,255,256.27 | | 5.03% | | | | | BlackRock Total Return Fund – Service Shares | | National Financial Services LLC | | 4,867,106.64 | | 46.69% | | | | | | | Great West Trust Company LLC 8525 East Orchard Road c/o Mutual Fund Trading Greenwood Village, CO 80111 | | 533,301.52 | | 5.11% | | | | | BlackRock Total Return Fund – Class K Shares | | TD Ameritrade | | 82,064,608.29 | | 19.51% | | | | | | | National Financial Services LLC | | 79,908,405.30 | | 18.99% | | | | | | | Edward D Jones and Co. | | 47,461,910.70 | | 11.28% | | | | | | | *Toyota Motor Insurance Services Inc. 19001 South Western Avenue NF 10 Torrance, CA 90501 | | 44,482,194.16 | | 10.57% | | | | | BlackRock California Municipal Series Trust | | | | | BlackRock California Municipal Opportunities Fund | | | | | BlackRock California Municipal Opportunities Fund – Investor A Shares | | Wells Fargo Clearing Services | | 11,105,421.64 | | 19.15% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 9,153,297.01 | | 15.78% | | | | | | | National Financial Services LLC | | 7,037,186.35 | | 12.13% | | | | | | | Morgan Stanley & Co. | | 7,023,061.60 | | 12.11% | | | | | | | JP Morgan Securities LLC | | 5,734,931.25 | | 9.89% | | | | | | | Pershing LLC | | 5,216,005.06 | | 8.99% | | | | | | | UBS WM USA | | 4,766,768.68 | | 8.22% | | | | | BlackRock California Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 6,610,634.34 | | 72.23% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock California Municipal Opportunities Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,712,570.57 | | 25.69% | | | | | | | Wells Fargo Clearing Services | | 2,691,486.32 | | 25.49% | | | | | | | Pershing LLC | | 1,575,255.31 | | 14.92% | | | | | | | Morgan Stanley & Co. | | 832,469.66 | | 7.88% | | | | | | | JP Morgan Securities LLC | | 758,774.99 | | 7.18% | | | | | | | UBS WM USA | | 635,779.23 | | 6.02% | | | | | BlackRock California Municipal Opportunities Fund – Investor C1 Shares | | UBS WM USA | | 35,950.80 | | 18.95% | | | | | | | RBC Capital Markets LLC 60 S 6th Street Minneapolis, MN 55402-4400 | | 33,185.06 | | 17.49% | | | | | | | Raymond James | | 23,347.27 | | 12.30% | | | | | | | Wells Fargo Clearing Services | | 22,879.85 | | 12.06% | | | | | | | Morgan Stanley & Co. | | 15,944.23 | | 8.40% | | | | | | | Vanguard Brokerage Services PO Box 1170 Valley Forge, PA 19482-1170 | | 15,433.11 | | 8.13% | | | | | | | JP Morgan Securities LLC | | 12,040.08 | | 6.34% | | | | | BlackRock California Municipal Opportunities Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 38,011,907.03 | | 31.79% | | | | | | | Wells Fargo Clearing Services | | 11,816,081.40 | | 9.88% | | | | | | | National Financial Services LLC | | 10,911,656.70 | | 9.12% | | | | | | | Charles Schwab & Co Inc. | | 10,318,510.26 | | 8.63% | | | | | | | Morgan Stanley & Co. | | 8,981,418.78 | | 7.51% | | | | | | | American Enterprise Investment Service | | 7,925,368.19 | | 6.62% | | | | | | | TD Ameritrade | | 7,070,591.67 | | 5.91% | | | | | | | Pershing LLC | | 6,593,247.58 | | 5.51% | | | | | BlackRock California Municipal Opportunities Fund – Class K Shares | | JP Morgan Securities LLC | | 2,979,826.78 | | 84.30% | | | | | | | Edward D Jones and Co. | | 538,378.94 | | 15.23% | | | | | BlackRock Funds V | | | | | BlackRock Core Bond Portfolio | | | | | | | BlackRock Core Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 32,776,238.50 | | 71.06% | | | | | | | National Financial Services LLC | | 3,264,238.03 | | 7.07% | | | | | | | Edward D Jones and Co. | | 2,915,959.15 | | 6.32% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Core Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,785,006.04 | | 41.45% | | | | | | | Wells Fargo Clearing Services | | 701,864.04 | | 10.44% | | | | | | | Morgan Stanley & Co. | | 691,625.39 | | 10.29% | | | | | BlackRock Core Bond Portfolio – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 177,715.63 | | 56.35% | | | | | | | Ascensus Trust Company FBO The Chempi Pension Plan PO Box 10758 Fargo, ND 58106 | | 63,863.92 | | 20.25% | | | | | | | Michael Curi Trustee FBO 301 Bellevue Parkway Wilmington, DE 19809 | | 16,468.48 | | 5.22% | | | | | BlackRock Core Bond Portfolio – Institutional Shares | | Wells Fargo Clearing Services | | 98,823,958.54 | | 51.87% | | | | | | | National Financial Services LLC | | 19,864,900.17 | | 10.42% | | | | | | | Morgan Stanley & Co. | | 17,894,044.33 | | 9.39% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 16,515,833.47 | | 8.67% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 12,733,671.45 | | 6.68% | | | | | BlackRock Core Bond Portfolio – Service Shares | | Massachusetts Mutual Life Insurance Company 1295 State Street MIP M200-INVEST Springfield, MA 01111-0000 | | 2,082,898.58 | | 39.12% | | | | | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 1,236,199.34 | | 23.22% | | | | | | | Charles Schwab & Co Inc. | | 755,478.16 | | 14.19% | | | | | | | National Financial Services LLC | | 340,640.97 | | 6.39% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 279,982.23 | | 5.25% | | | | | BlackRock Core Bond Portfolio – Class K Shares | | *Mac & Co Mutual Fund Operations 500 Grant Street, Room151-1010 Pittsburgh, PA 15258 | | 24,930,300.90 | | 33.29% | | | | | | | Newport Trust Company NA 515 Figueroa Street, Suite 1000 Los Angeles, CA 90071-2212 | | 13,734,377.44 | | 18.34% | | | | | | | Wells Fargo Bank NA FBO Group Health DB BlackRock PO Box 1533 Minneapolis, MN 55480-0000 | | 8,855,161.81 | | 11.82% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Credit Strategies Income Fund | | | | | BlackRock Credit Strategies Income Fund – Investor A Shares | | National Financial Services LLC | | 1,746,446.95 | | 23.50% | | | | | | | TD Ameritrade | | 1,174,185.93 | | 15.80% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 892,446.18 | | 12.00% | | | | | | | Charles Schwab & Co Inc. | | 561,449.05 | | 7.55% | | | | | | | Wells Fargo Clearing Services | | 421,899.11 | | 5.67% | | | | | | | American Enterprise Investment SVC | | 409,792.99 | | 5.51% | | | | | | | UBS WM USA | | 405,600.13 | | 5.45% | | | | | BlackRock Credit Strategies Income Fund – Investor C Shares | | Morgan Stanley & Co. | | 512,638.62 | | 17.56% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 411,645.43 | | 14.10% | | | | | | | Wells Fargo Clearing Services | | 305,441.03 | | 10.46% | | | | | | | Pershing LLC | | 273,210.35 | | 9.36% | | | | | | | National Financial Services LLC | | 251,595.87 | | 8.62% | | | | | | | American Enterprise Investment Service | | 201,561.27 | | 6.90% | | | | | | | Charles Schwab & Co Inc. | | 200,616.33 | | 6.87% | | | | | | | UBS WM USA | | 166,250.95 | | 5.69% | | | | | | | JP Morgan Securities LLC | | 149,529.42 | | 5.12% | | | | | BlackRock Credit Strategies Income Fund – Institutional Shares | | American Enterprise Investment Service | | 8,719,820.47 | | 19.37% | | | | | | | LPL Financial | | 5,932,451.44 | | 13.18% | | | | | | | UBS WM USA | | 5,467,591.01 | | 12.14% | | | | | | | National Financial Services LLC | | 5,290,922.74 | | 11.75% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 4,620,505.35 | | 10.26% | | | | | | | Pershing LLC | | 3,711,061.98 | | 8.24% | | | | | | | Morgan Stanley & Co. | | 3,274,157.92 | | 7.27% | | | | | | | Charles Schwab & Co Inc. | | 2,733,266.09 | | 6.07% | | | | | BlackRock Credit Strategies Income Fund – Class K Shares | | Edward D Jones and Co. | | 1,379,434.65 | | 96.64% | | | | BlackRock Emerging Markets Bond Fund | | | | | BlackRock Emerging Markets Bond Fund – Institutional Shares | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 5,000.00 | | 99.59% | | | | | BlackRock Emerging Markets Bond Fund – Class K Shares | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,495,000.00 | | 100% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio – Investor A Shares | | Raymond James | | 414,179.93 | | 28.22% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 223,722.77 | | 15.24% | | | | | | | National Financial Services LLC | | 202,707.46 | | 13.81% | | | | | | | Wells Fargo Clearing Services | | 151,786.47 | | 10.34% | | | | | | | Pershing LLC | | 137,954.41 | | 9.40% | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 121,746.48 | | 37.00% | | | | | | | National Financial Services LLC | | 51,250.83 | | 15.57% | | | | | | | Wells Fargo Clearing Services | | 36,747.43 | | 11.16% | | | | | | | UBS WM USA | | 31,478.33 | | 9.56% | | | | | | | Pershing LLC | | 21,568.81 | | 6.55% | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,074,957.93 | | 24.65% | | | | | | | Wells Fargo Clearing Services | | 761,756.20 | | 17.47% | | | | | | | Augusta Health Care, Inc. c/o BlackRock 55 East 52nd Street New York, NY 10055 | | 480,549.61 | | 11.02% | | | | | | | Raymond James | | 416,402.49 | | 9.55% | | | | | | | Wells Fargo Bank NA FBO Central Michigan University Operating PO Box 1533 Minneapolis, MN 55480 | | 337,153.22 | | 7.73% | | | | | | | Wells Fargo Bank NA FBO Central Michigan University Endowment PO Box 1533 Minneapolis, MN 55480 | | 327,863.70 | | 7.52% | | | | | BlackRock Emerging Markets Flexible Dynamic Bond Portfolio – Class K Shares | | * BlackRock Holdco2 Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 4,072,599.78 | | 50.80% | | | | | | | * Providentia Prima Trust 5072 Annunciation Circle, Suite 317 Ane Maria, FL 34142-9730 | | 1,450,576.09 | | 18.09% | | | | | | | * Russell Sage Foundation 112 East 64th Street New York, NY 10065-7383 | | 1,280,859.80 | | 15.97% | | | | | | | AXA Equitable Life Insurance Company 525 Washington Blvd. Jersey City, NJ 07310-1606 | | 1,043,841.34 | | 13.02% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Emerging Markets Local Currency Bond Fund | | | | | BlackRock Emerging Markets Local Currency Bond Fund – Institutional Shares | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 5,000.00 | | 99.59% | | | | | BlackRock Emerging Markets Local Currency Bond Fund – Class K Shares | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 2,495,000.00 | | 100% | | | | BlackRock Floating Rate Income Portfolio | | | | | BlackRock Floating Rate Income Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 12,401,818.18 | | 25.72% | | | Morgan Stanley & Co. | | 4,773,943.45 | | 9.90% | | | | | | | National Financial Services LLC | | 4,653,187.64 | | 9.65% | | | | | | | Charles Schwab & Co Inc. | | 4,577,968.82 | | 9.49% | | | | | | | JP Morgan Securities LLC | | 3,956,893.34 | | 8.20% | | | | | | | UBS WM USA | | 3,729,227.42 | | 7.73% | | | | | | | Pershing LLC | | 2,599,472.41 | | 5.39% | | | | | BlackRock Floating Rate Income Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,364,306.50 | | 28.73% | | | JP Morgan Securities LLC | | 1,411,480.67 | | 12.05% | | | | | | | Morgan Stanley & Co. | | 1,361,448.98 | | 11.62% | | | | | | | Pershing LLC | | 910,538.89 | | 7.77% | | | | | | | Wells Fargo Clearing Services | | 890,425.15 | | 7.60% | | | | | | | National Financial Services LLC | | 812,799.57 | | 6.94% | | | | | BlackRock Floating Rate Income Portfolio – Investor C1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,364,306.50 | | 28.73% | | | Morgan Stanley & Co. | | 154,295.49 | | 15.95% | | | | | | | UBS WM USA | | 93,683.80 | | 9.68% | | | | | | | Raymond James | | 66,081.03 | | 6.83% | | | | | | | Wells Fargo Clearing Services | | 61,767.87 | | 6.38% | | | | | | | National Financial Services LLC | | 59,898.01 | | 6.19% | | | | | | | Stifel Nicolaus & Co Inc. 501 North Broadway St. Louis, MO 63103 | | 59,243.44 | | 6.12% | | | | | BlackRock Floating Rate Income Portfolio – Institutional Shares | | National Financial Services LLC | | 94,023,311.94 | | 32.31% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 56,375,894.35 | | 19.37% | | | | | | | Charles Schwab & Co Inc. | | 25,428,209.93 | | 8.73% | | | | | | | UBS WM USA | | 24,976,532.79 | | 8.58% | | | | | | | Pershing LLC | | 14,777,658.74 | | 5.07% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Floating Rate Income Portfolio – Class K Shares | | JP Morgan Securities LLC | | 12,835,065.24 | | 28.82% | | | | | | | * Lacera Master OPEB Trust 300 North Lake Avenue, Suite 850 Pasadena, CA 91101-4109 | | 9,472,803.73 | | 21.27% | | | | | | | * Affiliated Independent Distributors Inc. 500 East Swedesford Road, Suite 200 Wayne, PA 19087-1614 | | 9,338,971.51 | | 20.97% | | | | | | | * BlackRock Advisors, LLC BlackRock Dynamic High Income Portfolio 100 Bellevue Parkway Wilmington, DE 19809 | | 5,428,669.19 | | 12.19% | | | | | | | * BlackRock Advisors, LLC BlackRock Managed Income Fund 100 Bellevue Parkway Wilmington, DE 19809 | | 3,883,844.66 | | 8.72% | | | | BlackRock GNMA Portfolio | | | | | BlackRock GNMA Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,593,854.57 | | 27.12% | | | | | | | National Financial Services LLC | | 1,873,733.62 | | 14.14% | | | | | | | Pershing LLC | | 1,795,051.75 | | 13.55% | | | | | | | Edward D Jones and Co. | | 688,898.98 | | 5.20% | | | | | BlackRock GNMA Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,654,773.84 | | 33.91% | | | | | | | Wells Fargo Clearing Services | | 439,094.81 | | 8.99% | | | | | | | Pershing LLC | | 391,579.90 | | 8.02% | | | | | | | Raymond James | | 379,111.41 | | 7.77% | | | | | | | National Financial Services LLC | | 369,824.04 | | 7.57% | | | | | | | Morgan Stanley & Co. | | 347,099.13 | | 7.11% | | | | | BlackRock GNMA Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 7,842,347.60 | | 28.98% | | | Morgan Stanley & Co. | | 2,476,806.84 | | 9.15% | | | | | | | American Enterprise Investment Service | | 2,091,823.62 | | 7.73% | | | | | | | LPL Financial | | 1,761,351.82 | | 6.51% | | | | | | | UBS WM USA | | 1,673,471.55 | | 6.18% | | | | | | | National Financial Services LLC | | 1,513,652.01 | | 5.59% | | | | | | | Wells Fargo Clearing Services
| | 1,370,164.75 | | 5.06% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock GNMA Portfolio – Service Shares | | Charles Schwab & Co Inc. | | 255,727.79 | | 30.74% | | | | | | | AUL American Group Retirement Annuity PO Box 368 Indianapolis, IN 46206-0368 | | 172,504.54 | | 20.73% | | | | | | | AUL American Unit Trust PO Box 368 Indianapolis, IN 46206-0368 | | 74,261.98 | | 8.92% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 113,352.13 | | 13.62% | | | | | | | National Financial Services LLC | | 86,238.88 | | 10.36% | | | | | BlackRock GNMA Portfolio – Class K Shares | | John Hancock Trust Company LLC 690 Canton Street, Suite 100 Westwood, MA 02090 | | 1,272,873.23 | | 55.59% | | | | | | | Nationwide Trust Company c/o IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 | | 383,509.97 | | 16.74% | | | | BlackRock High Yield Bond Portfolio | | | | | BlackRock High Yield Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 51,057,990.78 | | 29.42% | | | | | | | National Financial Services LLC | | 18,440,236.55 | | 10.62% | | | | | BlackRock High Yield Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 12,097,421.04 | | 28.18% | | | | | | | Morgan Stanley & Co. | | 6,252,383.89 | | 14.56% | | | | | | | UBS WM USA | | 3,966,444.16 | | 9.23% | | | | | | | Wells Fargo Clearing Services | | 3,335,341.12 | | 7.76% | | | | | | | LPL Financial | | 3,058,722.86 | | 7.12% | | | | | | | American Enterprise Investment Service | | 2,424,440.55 | | 5.64% | | | | | | | National Financial Services LLC | | 2,392,616.02 | | 5.57% | | | | | | | Pershing LLC | | 2,264,839.07 | | 5.27% | | | | | BlackRock High Yield Bond Portfolio – Investor C1 Shares | | Morgan Stanley & Co. | | 281,087.35 | | 22.76% | | | | | | | UBS WM USA | | 180,700.21 | | 14.56% | | | | | | | Wells Fargo Clearing Services | | 160,052.88 | | 12.96% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 94,767.25 | | 7.67% | | | | | | | Charles Schwab & Co Inc. | | 94,538.10 | | 6.62% | | | | | | | National Financial Services LLC. | | 81,801.93 | | 7.65% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock High Yield Bond Portfolio – Class R Shares | | Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 | | 7,471,431.76 | | 44.62% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 2,304,084.00 | | 13.76% | | | | | | | DCGT 711 High Street Des Moines, IA 50392 | | 2,032,820.15 | | 12.14% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 1,187,614.96 | | 7.09% | | | | | BlackRock High Yield Bond Portfolio – Institutional Shares | | National Financial Services LLC | | 502,062,646.15 | | 39.99% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 121,221,110.50 | | 9.65% | | | | | | | Charles Schwab & Co Inc. | | 78,260,105.81 | | 6.23% | | | | | | | Morgan Stanley & Co. | | 86,649,432.81 | | 6.90% | | | | | | | UBS WM USA | | 64,960,644.33 | | 5.17% | | | | | BlackRock High Yield Bond Portfolio – Service Shares | | Charles Schwab & Co Inc. | | 10,211,020.32 | | 45.18% | | | | | | | Matrix Trust Company 35 Iron Point Circle, Suite 300 Folsom, CA 95630 | | 3,267,862.62 | | 14.46% | | | | | | | National Financial Services LLC | | 2,982,841.77 | | 13.20% | | | | | BlackRock High Yield Bond Portfolio – Class K Shares | | JP Morgan Securities LLC | | 128,541,505.89 | | 23.25% | | | | | | | National Financial Services LLC | | 97,751,004.80 | | 17.68% | | | | | | | * Mac & Co Attn Mutual Fund Ops 500 Grant Street, Room151-1010 Pittsburgh, PA 15258 | | 48,926,218.54 | | 8.84% | | | | BlackRock Inflation Protected Bond Portfolio | | | | | BlackRock Inflation Protected Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 7,195,976.86 | | 27.69% | | | | | | | National Financial Services LLC | | 3,309,231.40 | | 12.73% | | | | | BlackRock Inflation Protected Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,891,571.37 | | 32.77% | | | | | | | Morgan Stanley & Co. | | 2,177,478.94 | | 18.34% | | | | | | | Wells Fargo Clearing Services | | 1,184,410.65 | | 9.97% | | | | | | | UBS WM USA | | 890,242.65 | | 7.49% | | | | | | | National Financial Services LLC | | 707,774.15 | | 5.96% | | | | | | | Pershing LLC | | 686,022.84 | | 5.77% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Inflation Protected Bond Portfolio – Institutional Shares | | Morgan Stanley & Co. | | 47,408,740.58 | | 32.12% | | | | | | | National Financial Services LLC | | 22,655,721.17 | | 15.35% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 16,033,291.97 | | 10.86% | | | | | BlackRock Inflation Protected Bond Portfolio – Service Shares | | Charles Schwab & Co Inc. | | 535,161.57 | | 21.24% | | | | | | | UMB Bank NA One Security Benefit Place Topeka, KS 66636 | | 271,554.30 | | 10.77% | | | | | | | Great West Trust Company LLC 8515 East Orchard Road 2T2 Greenwood Village, CO 80111 | | 242,014.88 | | 9.60% | | | | | | | Lincoln Retirement Services Co FBO Barton Memorial Hospital P.O. BOX 7876 Fort Wayne, IN 46801-7876 | | 133,590.15 | | 5.30% | | | | | BlackRock Inflation Protected Bond Portfolio – Class K Shares | | Fidelity Investments Institutional Operations Company 100 Magellan KW1C Covington, KY 41015 | | 6,845,167.91 | | 21.79% | | | | | | | Edward D Jones and Co. | | 2,324,585.89 | | 7.40% | | | | | | | * State of Indiana Trustee FBO State of Indiana DCP 401K 8515 East Orchard Road 2T2 Greenwood Village, CO 80111 | | 2,227,616.39 | | 7.09% | | | | | | | National Financial Services LLC | | 2,106,491.99 | | 6.70% | | | | | | | Great West Trust Company LLC 8515 East Orchard Road 2T2 Greenwood Village, CO 80111 | | 1,970,174.28 | | 6.27% | | | | | | | Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Blvd. Charlotte, NC 28288-1076 | | 1,702,242.14 | | 5.42% | | | | BlackRock Low Duration Bond Portfolio | | | | | BlackRock Low Duration Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 59,321,294.49 | | 44.41% | | | | | | | National Financial Services LLC | | 54,964,430.54 | | 41.15% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Low Duration Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 12,869,125.43 | | 70.11% | | | | | | | Morgan Stanley & Co. | | 1,576,947.29 | | 8.59% | | | | | BlackRock Low Duration Bond Portfolio – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 803,470.83 | | 79.77% | | | | | BlackRock Low Duration Bond Portfolio – Investor C2 Shares | | National Financial Services LLC | | 17,407.43 | | 28.14% | | | | | | | Raymond James | | 9,866.15 | | 15.94% | | | | | | | TD Ameritrade | | 9,370.94 | | 15.14% | | | | | | | Wells Fargo Clearing Services | | 5,916.14 | | 9.56% | | | | | | | Morgan Stanley & Co. | | 4,831.50 | | 7.81% | | | | | | | Edward D Jones and Co. | | 4,151.66 | | 6.71% | | | | | | | JP Morgan Securities LLC | | 3,257.54 | | 5.26% | | | | | BlackRock Low Duration Bond Portfolio – Investor C3 Shares | | National Financial Services LLC | | 28,757.00 | | 16.26% | | | | | | | Morgan Stanley & Co. | | 23,992.57 | | 13.56% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 18,804.15 | | 10.63% | | | | | | | UBS WM USA | | 18,427.65 | | 10.41% | | | | | | | TD Ameritrade | | 11,788.21 | | 6.66% | | | | | | | Charles Schwab & Co Inc. | | 15,723.45 | | 8.89% | | | | | | | Pershing LLC | | 9,383.85 | | 5.30% | | | | | | | Wells Fargo Clearing Services | | 8,909.41 | | 5.03% | | | | | BlackRock Low Duration Bond Portfolio – Institutional Shares | | Morgan Stanley & Co. | | 314,793,911.13 | | 70.35% | | | | | | | National Financial Services LLC | | 27,565,643.80 | | 6.16% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 22,393,871.66 | | 5.00% | | | | | BlackRock Low Duration Bond Portfolio – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 318,234.21 | | 68.12% | | | | | | | State Street Bank and Trust Company (FBO) ADP Access Product | | 75,709.13 | | 16.20% | | | | | | | Mid Atlantic Trust Company 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 FBO Infectious Diseases Associates 401(K) | | 31,837.45 | | 6.81% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Low Duration Bond Portfolio – Service Shares | | Charles Schwab & Co Inc. | | 1,571,949.67 | | 51.25% | | | | | | | National Financial Services LLC | | 467,907.29 | | 15.25% | | | | | BlackRock Low Duration Bond Portfolio – Class K Shares | | National Financial Services LLC | | 12,779,624.76 | | 47.41% | | | | | | | Edward D Jones and Co. | | 4,331,129.18 | | 16.06% | | | | | | | Morgan Stanley & Co. | | 316,588.36 | | 10.32% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,483,578.58 | | 5.50% | | | | BlackRock Strategic Income Opportunities Portfolio | | | | | BlackRock Strategic Income Opportunities Portfolio – Investor A Shares | | Charles Schwab & Co Inc. | | 87,461,071.53 | | 39.72% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 51,677,259.05 | | 23.46% | | | | | | | National Financial Services LLC | | 18,539,510.59 | | 8.41% | | | | | | | Morgan Stanley & Co. | | 11,611,117.99 | | 5.27% | | | | | BlackRock Strategic Income Opportunities Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 18,009,559.50 | | 31.10% | | | | | | | Morgan Stanley & Co. | | 7,427,501.51 | | 12.82% | | | | | | | Wells Fargo Clearing Services | | 7,000,446.41 | | 12.09% | | | | | | | American Enterprise Investment Service | | 4,362,778.08 | | 7.53% | | | | | | | Raymond James | | 3,981,958.61 | | 6.87% | | | | | | | UBS WM USA | | 4,010,710.70 | | 6.92% | | | | | BlackRock Strategic Income Opportunities Portfolio – Institutional Shares | | National Financial Services LLC | | 511,129,012.63 | | 19.15% | | | | | | | Charles Schwab & Co Inc. | | 427,053,103.60 | | 16.00% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 344,737,956.97 | | 12.91% | | | | | | | American Enterprise Investment Service | | 168,967,947.96 | | 6.33% | | | | | | | Morgan Stanley & Co. | | 148,893,988.36 | | 5.57% | | | | | BlackRock Strategic Income Opportunities Portfolio – Class K Shares | | National Financial Services LLC | | 220,848,684.24 | | 28.15% | | | | | | | * The Regents of the University of California 1111 Broadway, Suite 2100 Oakland, CA 94607 | | 110,880,296.03 | | 14.13% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock U.S. Government Bond Portfolio | | | | | BlackRock U.S. Government Bond Portfolio – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 20,083,713.08 | | 56.75% | | | | | BlackRock U.S. Government Bond Portfolio – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,394,121.43 | | 39.17% | | | | | | | Raymond James | | 711,924.69 | | 18.15% | | | | | | | Pershing LLC | | 180,925.35 | | 5.08% | | | | | BlackRock U.S. Government Bond Portfolio – Investor C1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,411,979.40 | | 84.46% | | | | | BlackRock U.S. Government Bond Portfolio – Class R Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,627,930.62 | | 82.67% | | | Ascensus Trust Company FBO Spring Design Partners, Inc. Profit PO Box 10758 Fargo, ND 58106 | | 107,028.27 | | 5.43% | | | | | BlackRock U.S. Government Bond Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 5,983,148.78 | | 36.08% | | | Saxon & Co. PO Box 7780-1888 Philadelphia, PA 19182 | | 2,066,229.83 | | 12.46% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 1,991,446.50 | | 12.00% | | | | | | | National Financial Services LLC | | 1,384,167.96 | | 8.34% | | | | | BlackRock U.S. Government Bond Portfolio – Service Shares | | National Financial Services LLC | | 129,057.35 | | 76.52% | | | Saxon & Co. PO Box 7780-1888 Philadelphia, PA 19182 | | 33,212.44 | | 19.69% | | | | | BlackRock U.S. Government Bond Portfolio – Class K Shares | | Edward D Jones and Co. | | 106,956.71 | | 70.85% | | | | | | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 19,549.92 | | 12.95% | | | | | | | Great West Trust Company LLC 8515 East Orchard Road 2T2 Greenwood Village, CO 80111 | | 17,960.84 | | 11.89% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | BlackRock Multi-State Municipal Series Trust | | | | | BlackRock New Jersey Municipal Bond Fund | | | | | BlackRock New Jersey Municipal Bond Fund – Investor A Shares | | Morgan Stanley & Co. | | 1,481,061.09 | | 21.36% | | | Merrill Lynch Pierce Fenner & Smith | | 1,245,246.87 | | 17.96% | | | | | | | Pershing LLC | | 838,456.67 | | 12.09% | | | | | | | Wells Fargo Clearing Services | | 806,726.73 | | 11.63% | | | | | | | National Financial Services LLC | | 788,794.02 | | 11.38% | | | | | BlackRock New Jersey Municipal Bond Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 892,799.58 | | 32.54% | | | | | | | Wells Fargo Clearing Services | | 665,342.25 | | 24.25% | | | UBS WM USA | | 260,487.76 | | 9.49% | | | | | | | Pershing LLC | | 186,536.75 | | 6.79% | | | | | | | Morgan Stanley & Co. | | 161,694.16 | | 5.89% | | | | | BlackRock New Jersey Municipal Bond Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,224,852.21 | | 66.83% | | | | | | | Morgan Stanley & Co. | | 183,464.47 | | 10.01% | | | | | BlackRock New Jersey Municipal Bond Fund – Investor C1 Shares | | UBS WM USA | | 40,079.96 | | 32.65% | | | | | | | Morgan Stanley & Co. | | 26,580.27 | | 21.65% | | | | | | | LPL Financial | | 24,516.49 | | 19.97% | | | | | | | Edward D Jones and Co. | | 11,283.97 | | 9.19% | | | | | | | TD Ameritrade | | 8,993.96 | | 7.32% | | | | | BlackRock New Jersey Municipal Bond Fund – Institutional Shares | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 4,427,488.28 | | 30.66% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 2,482,008.34 | | 17.19% | | | | | | | National Financial Services LLC | | 2,270,623.15 | | 15.72% | | | | | | | Pershing LLC | | 856,264.41 | | 5.93% | | | | | | | American Enterprise Investment Service | | 899,115.06 | | 6.22% | | | | | | | UBS WM USA | | 763,898.02 | | 5.29% | | | | | BlackRock New Jersey Municipal Bond Fund – Service Shares | | Vanguard Brokerage Services PO Box 1170 Valley Forge, PA 19482-1170 | | 102,004.79 | | 14.36% | | | | | | | TD Ameritrade | | 68,606.29 | | 9.66% | | | | | | | National Financial Services LLC | | 56,749.22 | | 7.99% | | | | | | | * William C. Goldate & Patricia C. Goldate 301 Bellevue Parkway Wilmington, DE 19809 | | 49,594.85 | | 6.98% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock New Jersey Municipal Bond Fund – Class K Shares | | Edward D Jones and Co. | | 147,358.09 | | 89.04% | | | | | | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 18,124.12 | | 10.95% | | | | BlackRock New York Municipal Opportunities Fund | | | | | BlackRock New York Municipal Opportunities Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 6,556,659.48 | | 18.70% | | | | | | | Pershing LLC | | 5,922,129.98 | | 16.89% | | | | | | | National Financial Services LLC | | 4,705,959.11 | | 13.42% | | | | | | | JP Morgan Securities LLC | | 4,543,995.67 | | 12.96% | | | | | | | Morgan Stanley & Co. | | 4,346,529.16 | | 12.39% | | | | | | | Wells Fargo Clearing Services | | 4,314,157.39 | | 12.30% | | | | | BlackRock New York Municipal Opportunities Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,788,310.65 | | 20.57% | | | | | | | Pershing LLC | | 1,095,060.06 | | 12.59% | | | | | | | Wells Fargo Clearing Services | | 1,239,706.69 | | 14.26% | | | | | | | Morgan Stanley & Co. | | 1,138,669.13 | | 13.10% | | | | | | | JP Morgan Securities LLC | | 839,564.91 | | 9.65% | | | | | | | National Financial Services LLC | | 626,984.90 | | 7.21% | | | | | | | American Enterprise Investment Service | | 487,045.94 | | 5.60% | | | | | BlackRock New York Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 6,535,079.99 | | 69.31% | | | | | | | National Financial Services LLC | | 529,255.90 | | 5.61% | | | | | BlackRock New York Municipal Opportunities Fund – Investor C1 Shares | | UBS WM USA | | 27,965.83 | | 42.56% | | | | | | | Morgan Stanley & Co. | | 18,830.59 | | 28.66% | | | | | | | Pershing LLC | | 5,033.33 | | 7.66% | | | | | | | National Financial Services LLC | | 4,784.14 | | 7.28% | | | | | | | Wells Fargo Clearing Services | | 3,723.42 | | 5.66% | | | | | | | Oppenheimer & Co Inc. FBO Mrs. Sandra Levine | | 3,424.65 | | 5.21% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock New York Municipal Opportunities Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 9,668,146.30 | | 21.36% | | | | | | | Morgan Stanley & Co. | | 5,475,366.41 | | 12.09% | | | | | | | National Financial Services LLC | | 5,901,783.45 | | 13.04% | | | | | | | American Enterprise Investment Service | | 5,051,378.89 | | 11.16% | | | | | | | UBS WM USA | | 3,873,132.44 | | 8.55% | | | | | | | LPL Financial | | 3,901,684.92 | | 8.62% | | | | | | | Pershing LLC | | 3,740,623.42 | | 8.26% | | | | | | | Wells Fargo Clearing Services | | 3,167,876.11 | | 7.00% | | | | | BlackRock New York Municipal Opportunities Fund – Class K Shares | | Edward D Jones and Co. | | 147,048.20 | | 52.01% | | | | | | | JP Morgan Securities LLC | | 117,902.89 | | 41.70% | | | | | | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 17,732.29 | | 6.27% | | | | BlackRock Pennsylvania Municipal Bond Fund | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor A Shares | | National Financial Services LLC | | 2,804,800.27 | | 32.42% | | | | | | | Wells Fargo Clearing Services | | 1,499,763.25 | | 17.33% | | | | | | | Morgan Stanley & Co. | | 899,412.32 | | 10.39% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 810,774.81 | | 9.37% | | | | | | | Edward D Jones and Co. | | 533,758.83 | | 6.16% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor C Shares | | Wells Fargo Clearing Services | | 736,190.44 | | 25.54% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 520,435.85 | | 18.05% | | | | | | | Morgan Stanley & Co. | | 391,339.28 | | 13.57% | | | | | | | National Financial Services LLC | | 272,126.66 | | 9.44% | | | | | | | Pershing LLC | | 217,841.73 | | 7.55% | | | | | | | Charles Schwab & Co Inc. | | 146,960.19 | | 5.09% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 787,782.68 | | 65.92% | | | | | | | UBS WM USA | | 74,093.00 | | 6.20% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Investor C1 Shares | | Wells Fargo Clearing Services | | 74,294.48 | | 52.25% | | | | | | | Morgan Stanley & Co. | | 28,600.94 | | 20.11% | | | | | | | UBS WM USA | | 17,151.29 | | 12.06% | | | | | | | Charles Schwab & Co Inc. | | 10,228.69 | | 7.19% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Pennsylvania Municipal Bond Fund – Institutional Shares | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 13,643,712.68 | | 41.21% | | | | | | | National Financial Services LLC | | 5,680,084.52 | | 17.16% | | | | | | | Saxon & Co. PO Box 7780-1888 Philadelphia, PA 19182 | | 4,180,504.40 | | 12.62% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 1,787,566.83 | | 5.40% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Service Shares | | Pershing LLC | | 80,591.41 | | 49.19% | | | | | | | National Financial Services LLC | | 67,254.09 | | 41.05% | | | | | BlackRock Pennsylvania Municipal Bond Fund – Class K Shares | | Edward D Jones and Co. | | 213,349.14 | | 91.33% | | | BlackRock Financial Management, Inc. 40 East 52nd Street, Floor 10 New York, NY 10022-5911 | | 18,204.01 | | 7.79% | | | | | BlackRock Municipal Bond Fund, Inc. | | | | | BlackRock High Yield Municipal Fund | | | | | BlackRock High Yield Municipal Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 5,598,892.88 | | 22.47% | | | Edward D Jones and Co. | | 4,761,765.44 | | 19.11% | | | | | | | National Financial Services LLC | | 2,227,165.23 | | 8.94% | | | | | | | UBS WM USA | | 2,136,924.08 | | 8.57% | | | | | | | Morgan Stanley & Co. | | 1,980,783.63 | | 7.95% | | | | | | | Wells Fargo Clearing Services | | 1,944,789.30 | | 7.80% | | | | | | | Pershing LLC | | 1,773,448.98 | | 7.11% | | | | | BlackRock High Yield Municipal Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,827,865.98 | | 29.42% | | | Morgan Stanley & Co. | | 759,836.98 | | 12.23% | | | | | | | Wells Fargo Clearing Services | | 704,696.19 | | 11.34% | | | | | | | UBS WM USA | | 596,373.41 | | 9.59% | | | | | | | Pershing LLC | | 490,723.42 | | 7.89% | | | | | | | Edward D Jones and Co. | | 408,248.45 | | 6.57% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock High Yield Municipal Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 27,923,066.64 | | 45.69% | | | Charles Schwab & Co Inc. | | 7,307,831.03 | | 11.95% | | | | | | | National Financial Services LLC | | 4,696,776.82 | | 7.68% | | | | | | | UBS WM USA | | 4,590,307.67 | | 7.51% | | | | | | | Morgan Stanley & Co. | | 3,359,020.52 | | 5.49% | | | | | BlackRock High Yield Municipal Fund – Class K Shares | | Edward D Jones and Co. | | 830,181.48 | | 54.97% | | | * EGAP & Co. 2 Burlington Square PO Box 820 Burlington, VT 05402-0820 | | 591,649.35 | | 39.18% | | | | BlackRock National Municipal Fund | | | | | BlackRock National Municipal Fund – Investor A Shares | | National Financial Services LLC | | 152,252,073.01 | | 60.10% | | | Merrill Lynch Pierce Fenner & Smith | | 34,706,579.25 | | 13.70% | | | | | | | Edward D Jones and Co. | | 20,017,160.16 | | 7.90% | | | | | BlackRock National Municipal Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 11,645,226.17 | | 39.74% | | | Wells Fargo Clearing Services | | 3,357,758.33 | | 11.45% | | | | | | | Morgan Stanley & Co. | | 2,874,304.42 | | 9.80% | | | | | | | UBS WM USA | | 2,407,677.53 | | 8.21% | | | | | | | American Enterprise Investment Service | | 1,711,911.93 | | 5.84% | | | | | BlackRock National Municipal Fund – Investor C1 Shares | | Morgan Stanley & Co. | | 207,713.48 | | 23.46% | | | UBS WM USA | | 144,869.57 | | 16.36% | | | | | | | Wells Fargo Clearing Services | | 111,551.74 | | 12.60% | | | | | | | Charles Schwab & Co Inc. | | 84,833.04 | | 9.58% | | | | | | | National Financial Services LLC | | 61,687.53 | | 6.96% | | | | | | | LPL Financial | | 45,355.65 | | 5.12% | | | | | | | Edward D Jones and Co. | | 47,885.66 | | 5.40% | | | | | BlackRock National Municipal Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 69,902,852.96 | | 23.82% | | | Charles Schwab & Co Inc. | | 43,802,082.20 | | 14.93% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 36,908,829.86 | | 12.58% | | | | | | | National Financial Services LLC | | 29,297,922.93 | | 9.98% | | | | | | | American Enterprise Investment Service | | 16,878,242.84 | | 5.75% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock National Municipal Fund – Service Shares | | National Financial Services LLC | | 93,075.78 | | 39.69% | | | TD Ameritrade | | 68,324.64 | | 29.14% | | | | | | | * Gloria Becker 301 Bellevue Parkway Wilmington, DE 19809 | | 15,097.45 | | 6.43% | | | | | | | * William N. Barlow 301 Bellevue Parkway Wilmington, DE 19809 | | 13,633.12 | | 5.81% | | | | | BlackRock National Municipal Fund – Class K Shares | | JP Morgan Securities LLC | | 171,318,398.43 | | 58.89% | | | Edward D Jones and Co. | | 82,558,705.82 | | 28.38% | | | | BlackRock Short-Term Municipal Fund | | | | | BlackRock Short-Term Municipal Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 2,009,928.52 | | 33.37% | | | Edward D Jones and Co. | | 1,379,326.98 | | 22.90% | | | | | | | UBS WM USA | | 833,002.53 | | 13.83% | | | | | | | Wells Fargo Clearing Services | | 317,315.04 | | 5.26% | | | | | BlackRock Short-Term Municipal Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 885,535.58 | | 54.17% | | | | | | | Wells Fargo Clearing Services | | 240,559.62 | | 14.71% | | | | | | | Morgan Stanley & Co. | | 119,212.61 | | 7.29% | | | | | BlackRock Short-Term Municipal Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,342,347.01 | | 80.87% | | | | | | | UBS WM USA | | 100,686.09 | | 6.06% | | | | | BlackRock Short-Term Municipal Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 14,194,050.73 | | 39.71% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 6,674,742.35 | | 18.67% | | | | | | | Charles Schwab & Co Inc. | | 4,184,740.08 | | 11.70% | | | | | | | National Financial Services LLC | | 3,480,056.38 | | 9.73% | | | | | BlackRock Short-Term Municipal Fund – Class K Shares | | Edward D Jones and Co. | | 209,282.40 | | 30.74% | | | | | | | JP Morgan Securities LLC | | 174,872.19 | | 25.68% | | | | | | | * Mac & Co. 525 William Penn Place, Room153-3602 500 Grant Street, Room151-1010 Pittsburgh, PA 15258 | | 161,293.37 | | 23.69% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | Charles Schwab & Co Inc. | | 98,986.55 | | 14.53% | | | | | | | Bank of America N.A. 301 Bellevue Parkway Wilmington, DE 19809 | | 34,049.64 | | 5.00% | | | | | BlackRock Municipal Series Trust | | | | | BlackRock Strategic Municipal Opportunities Fund | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 26,099,057.27 | | 19.07% | | | | | | | Morgan Stanley & Co. | | 15,418,377.68 | | 11.26% | | | | | | | UBS WM USA | | 15,254,573.95 | | 11.14% | | | | | | | Wells Fargo Clearing Services | | 15,208,883.27 | | 11.11% | | | | | | | Edward D Jones and Co. | | 14,727,839.76 | | 10.76% | | | | | | | National Financial Services LLC | | 13,198,498.64 | | 9.64% | | | | | | | Pershing LLC | | 10,055,087.38 | | 7.34% | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 8,869,278.85 | | 36.93% | | | | | | | Wells Fargo Clearing Services | | 3,156,216.04 | | 13.14% | | | | | | | American Enterprise Investment Service | | 2,295,286.72 | | 9.55% | | | | | | | Morgan Stanley & Co. | | 1,915,116.89 | | 7.97% | | | | | | | UBS WM USA | | 1,670,098.03 | | 6.96% | | | | | BlackRock Strategic Municipal Opportunities Fund – Investor A1 Shares | | Merrill Lynch Pierce Fenner & Smith | | 1,446,944.15 | | 59.14% | | | | | | | Morgan Stanley & Co. | | 423,862.84 | | 17.32% | | | | | BlackRock Strategic Municipal Opportunities Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 140,105,781.34 | | 23.94% | | | | | | | National Financial Services LLC | | 111,007,342.54 | | 18.96% | | | | | | | Pershing LLC | | 49,698,875.85 | | 8.49% | | | | | | | Morgan Stanley & Co. | | 42,614,754.63 | | 7.28% | | | | | | | American Enterprise Investment Service | | 34,649,891.95 | | 5.92% | | | | | | | Wells Fargo Clearing Services | | 31,303,031.17 | | 5.34% | | | | | | | Saxon & Co. PO Box 94597 Cleveland, OH 44101-4597 | | 32,584,249.05 | | 5.56% | | | | | | | UBS WM USA | | 31,675,878.02 | | 5.41% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Strategic Municipal Opportunities Fund – Class K Shares | | Edward D Jones and Co. | | 3,327,907.58 | | 54.30% | | | | | | | JP Morgan Securities LLC | | 1,337,075.97 | | 21.81% | | | | | | | *EGAP & Co. 2 Burlington Square PO Box 820 Burlington, VT 05402-0820 | | 978,448.64 | | 15.96% | | | | | | | *Freeman Partners LP 100 Crescent Court, Suite 1450 Dallas, TX 75201-1833 | | 434,048.59 | | 7.08% | | | | | BlackRock Strategic Global Bond Fund, Inc. | | | | | BlackRock Strategic Global Bond Fund, Inc. – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,109,336.53 | | 26.55% | | | | | | | Charles Schwab & Co Inc. | | 2,497,226.62 | | 21.32% | | | | | | | Edward D Jones and Co. | | 1,560,526.94 | | 13.32% | | | | | | | TD Ameritrade | | 1,329,442.41 | | 11.35% | | | | | | | National Financial Services LLC | | 1,089,372.78 | | 9.30% | | | | | BlackRock Strategic Global Bond Fund, Inc. – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 583,727.52 | | 45.20% | | | UBS WM USA | | 103,642.23 | | 8.02% | | | | | | | Pershing LLC | | 113,868.94 | | 8.81% | | | | | | | Morgan Stanley & Co. | | 97,868.55 | | 7.57% | | | | | | | National Financial Services LLC | | 75,430.26 | | 5.84% | | | | | | | Wells Fargo Clearing Services | | 68,290.07 | | 5.28% | | | | | BlackRock Strategic Global Bond Fund, Inc. – Investor C1 Shares | | Morgan Stanley & Co. | | 27,735.98 | | 38.72% | | | UBS WM USA | | 13,061.72 | | 18.23% | | | | | | | Merrill Lynch Pierce Fenner & Smith | | 12,223.00 | | 17.06% | | | | | | | Stifel Nicolaus & Co Inc 501 North Broadway St Louis, MO 63102 | | 8,256.19 | | 11.52% | | | | | | | National Financial Services LLC | | 6,894.35 | | 9.62% | | | | | BlackRock Strategic Global Bond Fund, Inc. – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 12,099,659.72 | | 34.15% | | | National Financial Services LLC | | 6,975,519.76 | | 19.68% | | | | | | | UBS WM USA | | 4,847,188.55 | | 13.68% | | | | | | | American Enterprise Investment Service | | 2,241,980.71 | | 6.32% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | BlackRock Strategic Global Bond Fund, Inc. – Class K Shares | | First State Trust Company 2 Righter Parkway Wilmington, DE 19803 | | 3,258,962.38 | | 62.27% | | | | | | | Edward D Jones and Co. | | 1,811,026.96 | | 34.60% | | | | | FDP Series II, Inc. | | | | | FDP BlackRock CoreAlpha Bond Fund | | | | | FDP BlackRock CoreAlpha Bond Fund – Investor A Shares | | Merrill Lynch Pierce Fenner & Smith | | 6,052,506.21 | | 100% | | | | | FDP BlackRock CoreAlpha Bond Fund – Investor C Shares | | Merrill Lynch Pierce Fenner & Smith | | 3,062,855.57 | | 100% | | | | | FDP BlackRock CoreAlpha Bond Fund – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 466,999.74 | | 100% | | | | | Managed Account Series II | | | | | BlackRock U.S. Mortgage Portfolio | | | | | BlackRock U.S. Mortgage Portfolio – Investor A Shares | | National Financial Services LLC | | 927,617.79 | | 32.73% | | | Pershing LLC | | 528,097.18 | | 18.63% | | | | | | | Charles Schwab & Co Inc. | | 459,463.22 | | 16.21% | | | | | | | TD Ameritrade | | 268,531.18 | | 9.47% | | | | | | | LPL Financial | | 177,831.06 | | 6.27% | | | | | | | Raymond James | | 151,212.09 | | 5.33% | | | | | BlackRock U.S. Mortgage Portfolio – Investor C Shares | | National Financial Services LLC | | 204,124.55 | | 16.52% | | | | | | | Liberty Bank of Arkansas Centennial Bank FBOMid-South Surgi 2901 East Highland Drive Jonesboro, AR 72401 | | 174,453.82 | | 14.12% | | | | | | | Raymond James | | 133,990.02 | | 10.84% | | | | | | | American Enterprise Investment Service | | 129,873.75 | | 10.51% | | | | | | | Pershing LLC | | 116,232.39 | | 9.40% | | | | | | | Liberty Bank of Arkansas Centennial Bank FBO Drs. Health GRO 2091 E. Highland Drive Jonesboro, AR 72401 | | 64,135.09 | | 5.19% | | | | | | | LPL Financial | | 62,504.27 | | 5.05% | | | | | | | Morgan Stanley & Co. | | 123,420.65 | | 9.98% | | | | | BlackRock U.S. Mortgage Portfolio – Institutional Shares | | Merrill Lynch Pierce Fenner & Smith | | 4,736,972.38 | | 24.66% | | | | | | | Charles Schwab & Co Inc. | | 3,652,025.15 | | 19.01% | | | | | | | National Financial Services LLC | | 2,396,033.04 | | 12.47% | | | | | | | American Enterprise Investment Service | | 1,603,536.30 | | 8.34% |
| | | | | | | Fund Name/Name of Class | | Name and Address of Owner | | Shares Owned | | Percentage of
Outstanding
Shares of
Class Owned | | | Reliance Trust Company PO Box 28004 Atlanta, GA 30358-0004 | | 1,492,138.06 | | 7.76% | | | | | | | * BNYH Fixed Income LLC 126 5th Avenue, 9th Floor New York, NY 10011-5626 | | 1,183,685.68 | | 6.16% | | | | | | | LPL Financial | | 1,128,451.15 | | 5.87% | | | | | | Master Bond LLC | | | | | | | Master Total Return Portfolio | | * BlackRock Bond Fund, Inc. BlackRock Total Return Fund 100 Bellevue Parkway Wilmington, Delaware 19809-3716 | | N/A | | 95.07% |
*3 | | Beneficial ownerNet asset value of shares. |
[FORM OF PROXY CARD]
| | | PROXY | | BLACKROCK-ADVISED FUNDS IN THE EQUITY-BOND COMPLEX
JOINT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
Feeder Fund’s holdings in the applicable Master Fund. |
J-39
Retail_0923
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS FUNDS/ PORTFOLIOS
BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio
BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio
BATS: Series V Portfolio BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock Global Long/Short Credit Fund BlackRock GNMA Portfolio BlackRock High Yield Bond Portfolio BlackRock Impact Mortgage Fund BlackRock Income Fund BlackRock Inflation Protected Bond Portfolio BlackRock Low Duration Bond Portfolio BlackRock Strategic Income Opportunities Portfolio BlackRock Sustainable Adv CoreAlpha Bond Fund
PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
The undersigned shareholder of the Fund(s) listed above (each, a “Fund” and collectively, the “Funds”), hereby appoints Benjamin Archibald,Janey Ahn, Jay M. Fife and Charles Park,Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, on the reverse side hereof, all of the shares of the belowabove named FundsFund(s) that the undersigned is entitled to vote at the Joint Special MeetingsMeeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 21, 20189, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Massachusetts law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special MeetingsMeeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR ALL” FOR“FOR” EACH SUCH PROPOSAL.
IN THEIR DISCRETION,
VOTE VIA THE PROXIES ARE AUTHORIZED TO INTERNET: www.proxy-direct.com
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED ATVIA THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
| | | | | IMPORTANT NOTICE | | | REGARDING THE AVAILABILITY OF PROXY MATERIAL
for the Joint Special Meetings of Shareholders on November 21, 2018.
| | | The Joint Proxy Statement for this meeting is available at: | | | TELEPHONE: 1-800-337-3503
BLK_33511_091423
https://www.proxy-direct.com/blk-30202 |
| | | | | | | | |  | | VOTE ON THE INTERNET | | | | | Log on to: | | | | | https://www.proxy-direct.com
or scan the QR code
| | | | | Follow theon-screen instructions | | | | | | | available 24 hours | | |
| | | | | VOTE BY PHONE | | | Call1-800-337-3503 | | | Follow the recorded instructionsavailable 24 hours | | | | | VOTE BY MAIL | | | Vote, sign and date this Proxy Card and
return in the postage-paid envelope
|
blk_30202_092418
| | | | | FUNDS | | FUNDS | | FUNDS | Fundname1 | | Fundname2 | | Fundname3 | Fundname4 | | Fundname5 | | Fundname6 | Fundname7 | | Fundname8 | | Fundname9 | Fundname10 | �� | Fundname11 | | Fundname12 | Fundname13 | | Fundname14 | | Fundname15 | Fundname16 | | Fundname17 | | Fundname18 | Fundname19 | | Fundname20 | | Fundname21 | Fundname22 | | Fundname23 | | Fundname24 | Fundname25 | | Fundname26 | | Fundname27 | Fundname28 | | Fundname29 | | Fundname30 |
PLEASE REVIEW THE OTHER SIDE OF THIS CARD FOR YOUR PROPOSALS. THANK YOU FOR PARTICIPATING, YOUR VOTE IS IMPORTANT!
THIS PROXY CARD IS VALID ONLY WHEN SIGNEDSIGN AND DATEDDATE ON THE REVERSE SIDESIDE.
xxxxxxxxxxxxxx code
BLK_30202
THE BOARD OF DIRECTORS/TRUSTEES OF EACH APPLICABLE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
☒Proposal
1(a).
1. To elect fifteenfour Board Nominees to the board of directors/trustees of the Group A Funds.
To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
| | | | | | | | | | | 01. Bruce R. Bond | | 02. Susan J. Carter | | 03. Collette Chilton | | 04. Neil A. Cotty | | | 05. Robert Fairbairn | | 06. Lena G. Goldberg | | 07. Robert M. Hernandez | | 08. Henry R. Keizer | | | 09. Cynthia A. Montgomery | | 10. Donald C. Opatrny | | 11. John M. Perlowski | | 12. Joseph P. Platt | | | 13. Mark Stalnecker | | 14. Kenneth L. Urish | | 15. Claire A. Walton | | |
| | | | | | | | | | | | | | | | | FOR
ALL
| | WITHHOLD
ALL
| | FOR ALL
EXCEPT
| | | | FOR
ALL
| | WITHHOLD
ALL
| | FOR ALL
EXCEPT
| 01 Fundname1 | | ☐ | | ☐ | | ☐ | | 02 Fundname2 | | ☐ | | ☐ | | ☐ | 03 Fundname3 | | ☐ | | ☐ | | ☐ | | 04 Fundname4 | | ☐ | | ☐ | | ☐ | 05 Fundname5 | | ☐ | | ☐ | | ☐ | | 06 Fundname6 | | ☐ | | ☐ | | ☐ | 07 Fundname7 | | ☐ | | ☐ | | ☐ | | 08 Fundname8 | | ☐ | | ☐ | | ☐ | 09 Fundname9 | | ☐ | | ☐ | | ☐ | | 10 Fundname10 | | ☐ | | ☐ | | ☐ | 11 Fundname11 | | ☐ | | ☐ | | ☐ | | 12 Fundname12 | | ☐ | | ☐ | | ☐ | 13 Fundname13 | | ☐ | | ☐ | | ☐ | | 14 Fundname14 | | ☐ | | ☐ | | ☐ | 15 Fundname15 | | ☐ | | ☐ | | ☐ | | 16 Fundname16 | | ☐ | | ☐ | | ☐ | 17 Fundname17 | | ☐ | | ☐ | | ☐ | | 18 Fundname18 | | ☐ | | ☐ | | ☐ | 19 Fundname19 | | ☐ | | ☐ | | ☐ | | 20 Fundname20 | | ☐ | | ☐ | | ☐ | 21 Fundname21 | | ☐ | | ☐ | | ☐ | | 22 Fundname22 | | ☐ | | ☐ | | ☐ | 23 Fundname23 | | ☐ | | ☐ | | ☐ | | 24 Fundname24 | | ☐ | | ☐ | | ☐ | 25 Fundname25 | | ☐ | | ☐ | | ☐ | | 26 Fundname26 | | ☐ | | ☐ | | ☐ | 27 Fundname27 | | ☐ | | ☐ | | ☐ | | 28 Fundname28 | | ☐ | | ☐ | | ☐ | 29 Fundname29 | | ☐ | | ☐ | | ☐ | | 30 Fundname30 | | ☐ | | ☐ | | ☐ |
1(b). To elect eleven Board Nominees to the board of directors/trustees of the Group B Funds.
To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
| | | | | | | | | | | 01. Michael J. Castellano | | 02. Richard E. Cavanagh | | 03. Cynthia L. Egan | | 04. Frank J. Fabozzi | | | 05. Robert Fairbairn | | 06. Henry Gabbay | | 07. R. Glenn Hubbard | | 08. W. Carl Kester | | | 09. Catherine A. Lynch | | 10. John M. Perlowski | | 11. Karen P. Robards | | |
| | | | | | | | | | | | | | | | | FOR
ALL
| | WITHHOLD
ALL
| | FOR ALL
EXCEPT
| | | | FOR
ALL
| | WITHHOLD
ALL
| | FOR ALL
EXCEPT
| 01 Fundname1 | | ☐ | | ☐ | | ☐ | | 02 Fundname2 | | ☐ | | ☐ | | ☐ | 03 Fundname3 | | ☐ | | ☐ | | ☐ | | 04 Fundname4 | | ☐ | | ☐ | | ☐ | 05 Fundname5 | | ☐ | | ☐ | | ☐ | | 06 Fundname6 | | ☐ | | ☐ | | ☐ | 07 Fundname7 | | ☐ | | ☐ | | ☐ | | 08 Fundname8 | | ☐ | | ☐ | | ☐ | 09 Fundname9 | | ☐ | | ☐ | | ☐ | | 10 Fundname10 | | ☐ | | ☐ | | ☐ | 11 Fundname11 | | ☐ | | ☐ | | ☐ | | 12 Fundname12 | | ☐ | | ☐ | | ☐ | 13 Fundname13 | | ☐ | | ☐ | | ☐ | | 14 Fundname14 | | ☐ | | ☐ | | ☐ | 15 Fundname15 | | ☐ | | ☐ | | ☐ | | 16 Fundname16 | | ☐ | | ☐ | | ☐ | 17 Fundname17 | | ☐ | | ☐ | | ☐ | | 18 Fundname18 | | ☐ | | ☐ | | ☐ | 19 Fundname19 | | ☐ | | ☐ | | ☐ | | 20 Fundname20 | | ☐ | | ☐ | | ☐ | 21 Fundname21 | | ☐ | | ☐ | | ☐ | | 22 Fundname22 | | ☐ | | ☐ | | ☐ | 23 Fundname23 | | ☐ | | ☐ | | ☐ | | 24 Fundname24 | | ☐ | | ☐ | | ☐ | 25 Fundname25 | | ☐ | | ☐ | | ☐ | | 26 Fundname26 | | ☐ | | ☐ | | ☐ | 27 Fundname27 | | ☐ | | ☐ | | ☐ | | 28 Fundname28 | | ☐ | | ☐ | | ☐ | 29 Fundname29 | | ☐ | | ☐ | | ☐ | | 30 Fundname30 | | ☐ | | ☐ | | ☐ |
01. Lorenzo A. Flores 02. Stayce D. Harris 03. J. Phillip Holloman04. Arthur P. Steinmetz
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
01 BATS: Series A Portfolio ☐ ☐ ☐ 02 BATS: Series C Portfolio☐ ☐ ☐
03 BATS: Series E Portfolio ☐ ☐ ☐ 04 BATS: Series M Portfolio☐ ☐ ☐
05 BATS: Series P Portfolio ☐ ☐ ☐ 06 BATS: Series S Portfolio☐ ☐ ☐
07 BATS: Series V Portfolio ☐ ☐ ☐ 08 BlackRock Core Bond Portfolio☐ ☐ ☐
09 BlackRock Floating Rate Income Portfolio ☐ ☐ ☐ 10 BlackRock Global Long/Short Credit Fund☐ ☐ ☐
11 BlackRock GNMA Portfolio ☐ ☐ ☐ 12 BlackRock High Yield Bond Portfolio☐ ☐ ☐
13 BlackRock Impact Mortgage Fund ☐ ☐ ☐ 14 BlackRock Income Fund☐ ☐ ☐
15 BlackRock Inflation Protected Bond Portfolio ☐ ☐ ☐ 16 BlackRock Low Duration Bond Portfolio☐ ☐ ☐
17 BlackRock Strategic Income Opportunities Portfolio ☐ ☐ ☐ 18 BlackRock Sustainable Adv CoreAlpha Bond Fund☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BLK 33511 xxxxxxxx
| | | | | | | | | | | | | | | | | B | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | |
Note: | Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
|
| | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below | | | | Signature 1 — Please keep signature within the box | | | | Signature 2 — Please keep signature within the box | | | / / | | | | | | | | |
| | | | | | | | | | | | | | | | | ∎ | | | | xxxxxxxxxxxxxx
| | | | BLK1 30202
| | | | M | | xxxxxxxx
| | + |
[FORMBlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS FUNDS/ PORTFOLIOS
BlackRock Sustainable Em Mrkts Flex Bond Fund BlackRock Sustainable Em Markets Bond Fund BlackRock Sustainable High Yield Bond Fund
BlackRock Sustainable Low Duration Bond Fund BlackRock Systematic Multi-Strategy Fund BlackRock U.S. Mortgage Portfolio
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY CARD]
| | | PROXY | | BLACKROCK-ADVISED FUNDS IN THE EQUITY-BOND COMPLEX
JOINT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
|
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
The undersigned shareholder of the Fund(s) listed above (each, a “Fund” and collectively, the “Funds”), hereby appoints Benjamin Archibald,Janey Ahn, Jay M. Fife and Charles Park,Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, on the reverse side hereof, all of the shares of the belowabove named FundsFund(s) that the undersigned is entitled to vote at the Joint Special MeetingsMeeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 21, 20189, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Massachusetts law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special MeetingsMeeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR ALL” FOR“FOR” EACH SUCH PROPOSAL.
IN THEIR DISCRETION,
VOTE VIA THE PROXIES ARE AUTHORIZED TO INTERNET: www.proxy-direct.com
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED ATVIA THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
| | | | | IMPORTANT NOTICE | | | REGARDING THE AVAILABILITY OF PROXY MATERIAL
for the Joint Special Meetings of Shareholders on November 21, 2018.
| | | The Joint Proxy Statement for this meeting is available at: | | | TELEPHONE: 1-800-337-3503
BLK_33511_091423
https://www.proxy-direct.com/blk-30202 |
| | | | | | | | | | | VOTE ON THE INTERNET | | | | | Log on to: | | | | | https://www.proxy-direct.com
or scan the QR code
| | | | | Follow theon-screen instructions | | | | | | | available 24 hours | | |
| | | | | VOTE BY PHONE | | | Call1-800-337-3503 | | | Follow the recorded instructionsavailable 24 hours | | | | | VOTE BY MAIL | | | Vote, sign and date this Proxy Card and
return in the postage-paid envelope
|
| | | FUND
FundName1
| |  | |
PLEASE REVIEW THE OTHER SIDE OF THIS CARD FOR YOUR PROPOSALS. THANK YOU FOR PARTICIPATING, YOUR VOTE IS IMPORTANT!
THIS PROXY CARD IS VALID ONLY WHEN SIGNEDSIGN AND DATEDDATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
BBC_30202_092518
THE BOARD OF DIRECTORS/TRUSTEES OF EACH APPLICABLE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
☒Proposal
1(a).
1. To elect fifteenfour Board Nominees to the board of directors/trustees of the Group A Funds.
| | | | | | | | | | | ☐
| | To voteallNomineesFOR
| |
☐ | | To voteallNomineesAGAINST
| | ☐ | | To voteallNomineesABSTAIN or vote separately by Nominee below
|
| | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | 01 Bruce R. Bond | | ☐ | | ☐ | | ☐ | | 02 Susan J. Carter | | ☐ | | ☐ | | ☐ | 03 Collette Chilton | | ☐ | | ☐ | | ☐ | | 04 Neil A. Cotty | | ☐ | | ☐ | | ☐ | 05 Robert Fairbairn | | ☐ | | ☐ | | ☐ | | 06 Lena G. Goldberg | | ☐ | | ☐ | | ☐ | 07 Robert M. Hernandez | | ☐ | | ☐ | | ☐ | | 08 Henry R. Keizer | | ☐ | | ☐ | | ☐ | 09 Cynthia A. Montgomery | | ☐ | | ☐ | | ☐ | | 10 Donald C. Opatrny | | ☐ | | ☐ | | ☐ | 11 John M. Perlowski | | ☐ | | ☐ | | ☐ | | 12 Joseph P. Platt | | ☐ | | ☐ | | ☐ | 13 Mark Stalnecker | | ☐ | | ☐ | | ☐ | | 14 Kenneth L. Urish | | ☐ | | ☐ | | ☐ | 15 Claire A. Walton | | ☐ | | ☐ | | ☐ | | | | | | | | |
1(b). To elect eleven Board Nomineeswithhold authority to vote for any individual nominee(s) mark the board of directors/trustees ofbox “For All Except” and write the Group B Funds.
| | | | | | | | | | | ☐
| | To voteallNomineesFOR
| | nominee number on the line provided.
01. Lorenzo A. Flores 02. Stayce D. Harris 03. J. Phillip Holloman04. Arthur P. Steinmetz
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
01 BlackRock Sustainable Em Mrkts Flex Bond Fund ☐ ☐ ☐ 02 BlackRock Sustainable Em Markets Bond Fund ☐ ☐ ☐
03 BlackRock Sustainable High Yield Bond Fund ☐ ☐ ☐ 04 BlackRock Sustainable Low Duration Bond Fund☐ ☐ ☐
05 BlackRock Systematic Multi-Strategy Fund ☐ ☐ ☐ 06 BlackRock U.S. Mortgage Portfolio☐ ☐ ☐
☐ | | To voteallNomineesAGAINST
| | ☐ | | To voteallNomineesABSTAIN or vote separately by Nominee below
|
| | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | 01 Michael J. Castellano | | ☐ | | ☐ | | ☐ | | 02 Richard E. Cavanagh | | ☐ | | ☐ | | ☐ | 03 Cynthia L. Egan | | ☐ | | ☐ | | ☐ | | 04 Frank J. Fabozzi | | ☐ | | ☐ | | ☐ | 05 Robert Fairbairn | | ☐ | | ☐ | | ☐ | | 06 Henry Gabbay | | ☐ | | ☐ | | ☐ | 07 R. Glenn Hubbard | | ☐ | | ☐ | | ☐ | | 08 W. Carl Kester | | ☐ | | ☐ | | ☐ | 09 Catherine A. Lynch | | ☐ | | ☐ | | ☐ | | 10 John M. Perlowski | | ☐ | | ☐ | | ☐ | 11 Karen P. Robards | | ☐ | | ☐ | | ☐ | | | | | | | | |
2(a). | To provide voting instructions to BlackRock Advantage U.S. Total Market Fund, Inc. and BlackRock Focus Growth Fund, Inc. to vote for the election of fifteen Board Nominees to the board of directors of Master Advantage U.S. Total Market LLC and the board of directors of Master Focus Growth LLC, respectively.
|
| | | | | | | | | | | ☐
| | To voteallNomineesFOR
| | ☐ | | To voteallNomineesAGAINST
| | ☐ | | To voteallNomineesABSTAIN or vote separately by Nominee below
|
| | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | 01 Bruce R. Bond | | ☐ | | ☐ | | ☐ | | 02 Susan J. Carter | | ☐ | | ☐ | | ☐ | 03 Collette Chilton | | ☐ | | ☐ | | ☐ | | 04 Neil A. Cotty | | ☐ | | ☐ | | ☐ | 05 Robert Fairbairn | | ☐ | | ☐ | | ☐ | | 06 Lena G. Goldberg | | ☐ | | ☐ | | ☐ | 07 Robert M. Hernandez | | ☐ | | ☐ | | ☐ | | 08 Henry R. Keizer | | ☐ | | ☐ | | ☐ | 09 Cynthia A. Montgomery | | ☐ | | ☐ | | ☐ | | 10 Donald C. Opatrny | | ☐ | | ☐ | | ☐ | 11 John M. Perlowski | | ☐ | | ☐ | | ☐ | | 12 Joseph P. Platt | | ☐ | | ☐ | | ☐ | 13 Mark Stalnecker | | ☐ | | ☐ | | ☐ | | 14 Kenneth L. Urish | | ☐ | | ☐ | | ☐ | 15 Claire A. Walton | | ☐ | | ☐ | | ☐ | | | | | | | | |
2(b). | To provide voting instructions to BlackRock Total Return Fund of BlackRock Bond Fund, Inc. to vote for the election of eleven Board Nominees to theboard ofdirectors of Master Bond LLC.To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the lineprovided.
|
| | | | | | | | | | | 01. Michael J. Castellano | | 02. Richard E. Cavanagh | | 03. Cynthia L. Egan | | 04. Frank J. Fabozzi | | | 05. Robert Fairbairn | | 06. Henry Gabbay | | 07. R. Glenn Hubbard | | 08. W. Carl Kester | | | 09. Catherine A. Lynch | | 10. John M. Perlowski | | 11. Karen P. Robards | | |
| | | | | | | | | | | | | | | | | FOR ALL | | WITHHOLD ALL | | FOR ALL
EXCEPT
| | | | | | | | | BlackRock Total Return Fund | | ☐ | | ☐ | | ☐ | | | | | | | | |
3(a). | To provide voting instructions to BlackRock Balanced Capital Fund, Inc. to vote for the election of fifteen nominees to the board of directors of Master Large Cap Series LLC.
|
| | | | | | | | | | | ☐
| | To voteallNomineesFOR
| | ☐ | | To voteallNomineesAGAINST
| | ☐ | | To voteallNomineesABSTAIN or vote separately by Nominee below
|
| | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | 01 Bruce R. Bond | | ☐ | | ☐ | | ☐ | | 02 Susan J. Carter | | ☐ | | ☐ | | ☐ | 03 Collette Chilton | | ☐ | | ☐ | | ☐ | | 04 Neil A. Cotty | | ☐ | | ☐ | | ☐ | 05 Robert Fairbairn | | ☐ | | ☐ | | ☐ | | 06 Lena G. Goldberg | | ☐ | | ☐ | | ☐ | 07 Robert M. Hernandez | | ☐ | | ☐ | | ☐ | | 08 Henry R. Keizer | | ☐ | | ☐ | | ☐ | 09 Cynthia A. Montgomery | | ☐ | | ☐ | | ☐ | | 10 Donald C. Opatrny | | ☐ | | ☐ | | ☐ | 11 John M. Perlowski | | ☐ | | ☐ | | ☐ | | 12 Joseph P. Platt | | ☐ | | ☐ | | ☐ | 13 Mark Stalnecker | | ☐ | | ☐ | | ☐ | | 14 Kenneth L. Urish | | ☐ | | ☐ | | ☐ | 15 Claire A. Walton | | ☐ | | ☐ | | ☐ | | | | | | | | |
3(b). | To provide voting instructions to BlackRock Balanced Capital Fund, Inc. to vote for the election of eleven Board Nominees to the board of directors of Master Bond LLC.To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
|
| | | | | | | | | | | 01. Michael J. Castellano | | 02. Richard E. Cavanagh | | 03. Cynthia L. Egan | | 04. Frank J. Fabozzi | | | 05. Robert Fairbairn | | 06. Henry Gabbay | | 07. R. Glenn Hubbard | | 08. W. Carl Kester | | | 09. Catherine A. Lynch | | 10. John M. Perlowski | | 11. Karen P. Robards | | |
| | | | | | | | | | | | | | | | | FOR ALL | | WITHHOLD ALL | | FOR ALL
EXCEPT
| | | | | | | | | BlackRock Balanced Capital Fund, Inc. | | ☐ | | ☐ | | ☐ | | | | | | | | |
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. | | | | | | | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the
B | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | |
Note: | Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
|
| | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below | | | | Signature 1 — Please keep signature within the box | | | | Signature 2 — Please keep signature within the box | | | / / | | | | | | | | |
| | | | | | | | | | | | | | | | | ∎ | | | | xxxxxxxxxxxxxx
| | | | BLK 30202
| | | | M | | xxxxxxxx
| | + |
[FORM OF N&A]
BLACKROCK-ADVISED FUNDS IN THE EQUITY-BOND COMPLEX
IMPORTANT PROXY INFORMATION
Your Vote Counts!
| | | | | PLEASE USE THE14-DIGITCONTROL NUMBER &8-DIGITSECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET.When you are ready to vote, you can use the same Control Number & Security Code to record your vote. |
| Joint Special Meetings Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions.
|
| Important Notice Regarding the Availability of Proxy Materials for the BLACKROCK-ADVISED FUNDS IN THE EQUITY-BOND COMPLEX Joint Special Meetings of Shareholders to Be Held on November 21, 2018.
|
The Joint Special MeetingsMeeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BLK 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day
VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy Card and return in the postage-paid envelope
VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock Sustainable Total Return Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the BlackRock-Advised Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the Equity-Bond Complexvirtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BST_33511_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of directors of the Fund.
To vote all Nominees FOR To vote all Nominees AGAINST To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BST 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock Total Return Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSALS.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BTR_33511_091423
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposals
1. To elect four Board Nominees to the board of directors of the Fund.
☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
2. To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively.
To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
01. Lorenzo A. Flores 02. Stayce D. Harris 03. J. Phillip Holloman04. Arthur P. Steinmetz
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
BlackRock Total Return Fund ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BTR 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day
VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy Card and return in the postage-paid envelope
VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock California Municipal Opportunities Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Massachusetts law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BCM_33511_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of trustees of the Fund.
:=¨ To vote all Nominees FOR :=¨ To vote all Nominees AGAINST :=¨ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores :=¨ :=¨ :=¨ 02 Stayce D. Harris :=¨ :=¨ :=¨
03 J. Phillip Holloman :=¨ :=¨ :=¨ 04 Arthur P. Steinmetz :=¨ :=¨ :=¨
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BCM 33511 xxxxxxxx
BlackRock ETF Trust II
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m. Eastern Time
To participate in the Virtual Meeting,
enter the 14-digit control number
from the shaded box on this card.
FUNDS FUNDS FUNDS
BlackRock AAA CLO ETF BlackRock Flexible Income ETF BlackRock Floating Rate Loan ETF
BlackRock High Yield Muni Income Bond ETF BlackRock Intermediate Muni Income Bond ETF BlackRock Short-Term California Muni Bond ETF
iShares Large Cap Deep Buffer ETF iShares Large Cap Moderate Buffer ETF
Please detach at perforation before mailing.
PROXY CARD BLACKROCK ETF TRUST II
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of the Fund(s) listed above (each, a “Fund” and collectively, the “Funds”), hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the above named Fund(s) that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR THE PROPOSAL, THIS PROXY WILL BE VOTED “FOR” SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
BLK_33512_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Please detach at perforation before mailing.
THE BOARD OF TRUSTEES OF EACH APPLICABLE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of trustees of the Funds.
To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
01. Lorenzo A. Flores 02. Stayce D. Harris 03. J. Phillip Holloman04. Arthur P. Steinmetz
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
01 BlackRock AAA CLO ETF ☐ ☐ ☐ 02 BlackRock Flexible Income ETF☐ ☐ ☐
03 BlackRock Floating Rate Loan ETF ☐ ☐ ☐ 04 BlackRock High Yield Muni Income Bond ETF☐ ☐ ☐
05 BlackRock Intermediate Muni Income Bond ETF ☐ ☐ ☐ 06 BlackRock Short-Term California Muni Bond ETF☐ ☐ ☐
07 iShares Large Cap Deep Buffer ETF ☐ ☐ ☐ 08 iShares Large Cap Moderate Buffer ETF☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BLK1 33512 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock New Jersey Municipal Bond Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Massachusetts law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BNJ_33511_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of trustees of the Fund.
☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BNJ 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock New York Municipal Opportunities Fund
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Massachusetts law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BNY_33511_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of trustees of the Fund.
☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BNY 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock Pennsylvania Municipal Bond Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Massachusetts law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BPM_33511_090523
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposal
1. To elect four Board Nominees to the board of trustees of the Fund.
☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx BPM 33511 xxxxxxxx
EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day BlackRock Funds PO Box 43131 Providence, RI 02940-3131 VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock High Yield Municipal Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BHM_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal 1. To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BHM 33511 xxxxxxxx
VOTE ON THE INTERNET EASY VOTING OPTIONS: Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day EASY VOTING OPTIONS: BlackRock Funds PO Box 43131 Providence, RI 02940-3131 VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock Impact Municipal Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BIM_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BIM 33511 xxxxxxxx
BlackRock Funds PO Box 43131 EASY VOTING OPTIONS: Providence, RI 02940-3131 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock National Municipal Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BNM_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BNM 33511 xxxxxxxx
EASY VOTING OPTIONS: BlackRock Funds PO Box 43131 Providence, RI 02940-3131 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock Short-Term Municipal Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BSM_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BSM 33511 xxxxxxxx
EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day BlackRock Funds PO Box 43131 Providence, RI 02940-3131 VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock Strategic Municipal Opportunities Fund PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Massachusetts law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BMO_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of trustees of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BMO 33511 xxxxxxxx
EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours a day VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours a day BlackRock Funds PO Box 43131 Providence, RI 02940-3131 VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: https://meetnow.global/MX9AUM2 on November 9 at 10:00 a.m. Eastern Time FUND BlackRock Strategic Global Bond Fund, Inc. PROXY CARD BLACKROCK FUNDS JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSAL. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BSG_33511_090523 PLEASE SIGN AND DATE ON THE REVERSE SIDE. xxxxxxxxxxxxxx code
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Proposal To elect four Board Nominees to the board of directors of the Fund. ☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐ 03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐ To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on November 9, 2023. The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at: https://www.proxy-direct.com/blk-33511 Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BSG 33511 xxxxxxxx
BlackRock Funds
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours a day
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours a day
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
https://meetnow.global/MX9AUM2
on November 9 at 10:00 a.m.
Eastern Time
FUND
BlackRock Advantage CoreAlpha Bond Fund
DO NOT TEAR
PROXY CARD BLACKROCK FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 9, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of the Fund listed above, hereby appoints Janey Ahn, Jay M. Fife and Paul Mickle, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated, all of the shares of the Fund listed above that the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Funds to be held virtually at the following website: https://meetnow.global/MX9AUM2, on November 9, 2023 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. To participate in the virtual Joint Special Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meeting of Shareholders.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH SUCH PROPOSALS.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
BAC_33511_091423
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS “FOR” EACH BOARD NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
Proposals
1. To elect four Board Nominees to the board of directors of the Fund.
To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.
01. Lorenzo A. Flores 02. Stayce D. Harris 03. J. Phillip Holloman04. Arthur P. Steinmetz
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
BlackRock Advantage CoreAlpha Bond Fund ☐ ☐ ☐
2. To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively.
☐ To vote all Nominees FOR ☐ To vote all Nominees AGAINST ☐ To vote all Nominees ABSTAIN or vote separately by Nominee below
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
01 Lorenzo A. Flores ☐ ☐ ☐ 02 Stayce D. Harris ☐ ☐ ☐
03 J. Phillip Holloman ☐ ☐ ☐ 04 Arthur P. Steinmetz ☐ ☐ ☐
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
Important Notice Regarding the Availability of Proxy Materials for the
Joint Special Meeting of Shareholders to Be Held on November 9, 2023.
The Notice of Joint Special Meeting and the Joint Proxy Statement for the Meeting are available at:
https://www.proxy-direct.com/blk-33511
Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box
Scanner bar code
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BlackRock Funds PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE 14-DIGIT CONTROL NUMBER & 8-DIGIT SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are ready to vote, you can use the same Control Number & Security Code to record your vote. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders of the BlackRock Funds to Be Held on November 9, 2023. Joint Special Meeting Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions. The Joint Special Meeting of Shareholders of the BlackRock Funds will be held virtually on Wednesday, November 21, 2018,9, 2023 at 10:00 a.m., (Eastern time),Time) at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, NJ 08540-6455. following website: https://meetnow.global/MX9AUM2. To participate in the Joint Special Meeting, enter the 14-digit control number from the shaded box on this Notice. As a shareholder, it is important for you to vote! On the back of this Notice, you will find a summary of the proposals being voted on at the Joint Special Meetings. Meeting. This communication is NOT a form for voting and presents only an overview of the more complete Proxy Materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the Proxy Materials which include instructions on how to vote your shares. The Proxy Materials, which include the Joint Proxy Statement, Notice of Joint Special MeetingsMeeting and the Form of Proxy Card, are available at: https://www.proxy-direct.com/blk-30202blk-33511 If you want to receive a paper copy of the Proxy Materials or an email with a link to the Proxy Materials, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the address on file within three business days of receipt of the request. Please make your request as soon as possible, but no later than November 15, 2018,October 30, 2023, to facilitate timely delivery. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS – REQUEST BY INTERNET Log on to the internet and go to: https://www.proxy-direct.com/blk-33511 On this site you can view the Proxy Materials online, request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just follow the steps outlined on the secure website. TELEPHONE REQUESTS—CALL 1-877-816-5331 Obtain paper copies of the Proxy Materials with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. at NO CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL REQUEST AT: proxymaterials@computershare.com: Email us to request Proxy Materials for the Annual Meeting and/or to set future delivery preferences. - Provide only your 14-Digit Control Number and 8-Digit Security Code as listed on this Notice in your email request for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the email address. PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN OCTOBER 30, 2023, TO FACILITATE TIMELY DELIVERY. BLK_33511_NA_091123
| ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS
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| | |  | | EASY ONLINE ACCESS –REQUEST BY INTERNET
Log on to the Internet and go to:https://www.proxy-direct.com/blk-30202
On this site you can view the Proxy Materials online, request paper copies, request an email with a link to the materials and/or set future delivery preferences.
Just follow the steps outlined on this secure website.
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| | | | | TELEPHONE REQUESTS - CALL1-877-816-5331
Obtain paper copies of the Proxy Materials with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. atNO CHARGEto you.Follow the instructions provided in the recorded messages.
| | | | E-MAIL REQUEST AT: proxymaterials@computershare.com:
Email us to request Proxy Materials for the Joint Special Meetings ofShareholders and/or to set future delivery preferences.
- Provide only your14-Digit Control Number and8-Digit Security Code as listed on this Notice in your email request for materials.
- If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the email address.
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| PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN NOVEMBER 15, 2018, TO FACILITATE TIMELY DELIVERY.
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| | | | | FUNDS | | FUNDS | | FUNDS | Fund 1 | | Fund 2 | | Fund 3 | Fund 4 | | Fund 5 | | Fund 6 | Fund 7 | | Fund 8 | | Fund 9 | Fund 10 | | Fund 11 | | Fund 12 | Fund 13 | | Fund 14 | | Fund 15 | Fund 16 | | Fund 17 | | Fund 18 |
FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS BATS: Series A Portfolio BATS: Series C Portfolio BATS: Series E Portfolio BATS: Series M Portfolio BATS: Series P Portfolio BATS: Series S Portfolio BATS: Series V Portfolio BlackRock Advantage CoreAlpha Bond Fund BlackRock California Municipal Opportunities Fund BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock Global Long/Short Credit Fund BlackRock GNMA Portfolio BlackRock High Yield Bond Portfolio BlackRock High Yield Municipal Fund BlackRock Impact Municipal Fund BlackRock Impact Mortgage Fund BlackRock Income Fund BlackRock Inflation Protected Bond Portfolio The Joint Special Meetings areMeeting is being held to consider and vote on the following proposals: THE BOARD OF DIRECTORS/TRUSTEES OF EACH APPLICABLE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES. 1(a). | To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.
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1(b). | To elect eleven Board Nominees to the board of directors/trustees of the Group B Funds.
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2(a). | To provide voting instructions to BlackRock Advantage U.S. Total Market Fund, Inc. and BlackRock Focus Growth Fund, Inc. to vote for the election of fifteen Board Nominees to the board of directors of Master Advantage U.S. Total Market LLC and the board of directors of Master Focus Growth LLC, respectively.
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2(b). | To provide voting instructions to BlackRock Total Return Fund of BlackRock Bond Fund, Inc. to vote for the election of eleven Board Nominees to the board of directors of Master Bond LLC.
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3(a). | To provide voting instructions to BlackRock Balanced Capital Fund, Inc. to vote for the election of fifteen nominees to the board of directors of Master Large Cap Series LLC.
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3(b). | To provide voting instructions to BlackRock Balanced Capital Fund, Inc. to vote for the election of eleven Board Nominees to the board of directors of Master Bond LLC.
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1. To elect four Board Nominees to the board of directors/trustees of the Funds. 2. To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively. To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. If you wish to attend the Joint Special Meetings, please follow the instructions in the Proxy Materials and bring this Notice and proper identification with you to the Joint Special Meetings.
Please refer to the Proxy Materials for further details on the proposals and for instructions on how to vote your shares. | YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement? The Funds have elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this shareholder meeting and all future shareholder meetings, or you can make that choice on acase-by-case basis. How do I access the materials, set my preference for future shareholder meeting materials, and record my vote? On the front side of this Notice areeasy-to-follow instructions on how to access proxy materials electronically or request a full set of printed materials. When you are ready to vote, electronic voting is available by Internet or Touch-Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch-Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via U.S. Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope. You can set your delivery preferences for future shareholder meetings by recording your vote electronically and following the instructions on the confirmation screen.
If I request printed proxy materials, how long will it take for me to receive them? The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your request. BLK_33511_NA_091123 BlackRock Funds PO Box 43131 Providence, RI 02940-3131 IMPORTANT PROXY INFORMATION Your Vote Counts! PLEASE USE THE 14-DIGIT CONTROL NUMBER & 8-DIGIT SECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are ready to vote, you can use the same Control Number & Security Code to record your vote. Joint Special Meeting Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders of the BlackRock Funds to Be Held on November 9, 2023. The Joint Special Meeting of Shareholders of the BlackRock Funds will be held virtually on November 9, 2023 at 10:00 a.m. (Eastern Time) at the following website: https://meetnow.global/MX9AUM2. To participate in the Joint Special Meeting, enter the 14-digit control number from the shaded box on this Notice. As a shareholder, it is important for you to vote! On the back of this Notice, you will find a summary of the proposals being voted on at the Joint Special Meeting. This communication is NOT a form for voting and presents only an overview of the more complete Proxy Materials that are available to you on the Internet or by mail. We encourage you to access and review all of the important information contained in the Proxy Materials which include instructions on how to vote your shares. The Proxy Materials, which include the Joint Proxy Statement, Notice of Joint Special Meeting and the Form of Proxy Card, are available at: https://www.proxy-direct.com/blk-33511 If you want to receive a paper copy of the Proxy Materials or an email with a link to the Proxy Materials, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the address on file within three business days of receipt of the request. Please make your request as soon as possible, but no later than October 30, 2023, to facilitate timely delivery. ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW. YOU CAN ALSO USE ONE OF THESE THREE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS. ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS EASY ONLINE ACCESS – REQUEST BY INTERNET Log on to the internet and go to: https://www.proxy-direct.com/blk-33511 On this site you can view the Proxy Materials online, request paper copies, request an email with a link to the materials and/or set future delivery preferences. Just follow the steps outlined on the secure website. TELEPHONE REQUESTS—CALL 1-877-816-5331 Obtain paper copies of the Proxy Materials with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. at NO CHARGE to you. Follow the instructions provided in the recorded messages. E-MAIL REQUEST AT: proxymaterials@computershare.com: Email us to request Proxy Materials for the Annual Meeting and/or to set future delivery preferences. - Provide only your 14-Digit Control Number and 8-Digit Security Code as listed on this Notice in your email request for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the email address. BLK_33511_NA_091123 BLK_30202_NA_092418
FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS FUNDS / PORTFOLIOS BlackRock Low Duration Bond Portfolio BlackRock National Municipal Fund BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund BlackRock Short-Term Municipal Fund BlackRock Strategic Global Bond Fund, Inc. BlackRock Strategic Income Opportunities Portfolio BlackRock Strategic Municipal Opportunities Fund BlackRock Sustainable Adv CoreAlpha Bond Fund BlackRock Sustainable Em Mrkts Flex Bond Fund BlackRock Sustainable Em Markets Bond Fund BlackRock Sustainable High Yield Bond Fund BlackRock Sustainable Low Duration Bond Fund BlackRock Sustainable Total Return Fund BlackRock Systematic Multi-Strategy Fund BlackRock Total Return Fund BlackRock U.S. Mortgage Portfolio The Joint Special Meeting is being held to consider and vote on the following proposals: THE BOARD OF DIRECTORS/TRUSTEES OF EACH FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE BOARD NOMINEES. 1. To elect four Board Nominees to the board of directors/trustees of the Funds. 2. To provide voting instructions to BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc., and BlackRock Advantage CoreAlpha Bond Fund, a series of BlackRock Funds VI, to vote for the election of four Board Nominees to the board of directors of Master Bond LLC and the board of trustees of Master Investment Portfolio II, respectively. To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. Please refer to the Proxy Materials for further details on the proposals and for instructions on how to vote your shares. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Common Questions about Notice and Access Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement? The Funds have elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this shareholder meeting and all future shareholder meetings, or you can make that choice on a case-by-case basis. How do I access the materials, set my preference for future shareholder meeting materials, and record my vote? On the front side of this Notice are easy-to-follow instructions on how to access proxy materials electronically or request a full set of printed materials. When you are ready to vote, electronic voting is available by Internet or Touch-Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch-Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via U.S. Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope. You can set your delivery preferences for future shareholder meetings by recording your vote electronically and following the instructions on the confirmation screen. If I request printed proxy materials, how long will it take for me to receive them? The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your request. BLK_33511_NA_091123 |
