UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ | Preliminary Proxy Statement | ||||||
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| Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2)) | ||||||
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☐ | Definitive Proxy Statement | ||||||
☐ | Definitive Additional Materials | ||||||
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BBIF Money Fund
BBIF Treasury Fund
BIF Money Fund
BIF Treasury FundBlackRock Allocation Target Shares
BlackRock Asian DragonBalanced Capital Fund, Inc.
BlackRock Emerging MarketsBond Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock FundsSM
BlackRock Funds IIIIV
BlackRock Funds IVV
BlackRock Funds VI
BlackRock Index Funds, Inc.
BlackRock Large Cap Series Funds, Inc.Long-Horizon Equity Fund
BlackRock Latin AmericaStrategic Global Bond Fund, Inc.
BlackRock Liquidity Funds
BlackRockManaged Account Series Inc.
Funds For Institutions SeriesII
Master Institutional Money MarketBond LLC
Master Investment Portfolio
Master Investment Portfolio II
Master Large Cap Series LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Otherother than the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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(1) | Title of each class of securities to which transaction applies: |
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☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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BLACKROCK BALANCED CAPITAL FUND, INC.
BLACKROCK BOND FUND, INC.
October 3, 2018BLACKROCK FUNDSSM
BLACKROCK FUNDS IV
BLACKROCK FUNDS V
BLACKROCK FUNDS VI
BLACKROCK LONG-HORIZON EQUITY FUND
BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
MANAGED ACCOUNT SERIES II
MASTER BOND LLC
MASTER INVESTMENT PORTFOLIO II
100 Bellevue Parkway
Wilmington, Delaware 19809
[ ], 2021
Dear Shareholder:
JointYou are cordially invited to attend a joint special meetingsmeeting of shareholders of the following funds listed below (each, a “Fund” or an “Equity-Liquidity Fund,” which may also beand collectively, referredthe “Funds”) to herein as the “Equity-Liquidity Complex”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018,Tuesday, October 26, 2021 at 10:3000 a.m. (Eastern time) (the “Meeting”). Because of our concerns regarding the coronavirus disease (COVID-19) pandemic, the Meeting will be held in a virtual meeting format only. Shareholders will not have to considertravel to attend the Meeting but will be able to view the Meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and vote on the proposals discussed in the enclosed joint proxy statement.cast their votes by accessing a web link.
BBIF Money FundBATS: Series C Portfolio, a series of BlackRock Allocation Target Shares
BBIF Treasury FundBATS: Series M Portfolio, a series of BlackRock Allocation Target Shares
BIF Money Fund
BIF Treasury FundBATS: Series S Portfolio, a series of BlackRock Allocation Target Shares
BlackRock Asian DragonBalanced Capital Fund, Inc.
BlackRock Emerging MarketsTotal Return Fund, a series of BlackRock Bond Fund, Inc.
BlackRock Financial Institutions Series Trust
Tactical Opportunities Fund, a series of BlackRock FundsSM
BlackRock Funds III
Global Long/Short Credit Fund, a series of BlackRock Funds IV
BlackRock Core Bond Portfolio, a series of BlackRock Funds VIV
BlackRock IndexEmerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds Inc.V
BlackRock Large Cap Series Funds, Inc.1
BlackRock Latin AmericaGNMA Portfolio, a series of BlackRock Funds V
1 | Effective on or about September 23, 2021, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio will change its name to BlackRock Sustainable Emerging Markets Flexible Bond Fund and certain changes will be made to the Fund’s investment objective, investment strategies, investment process and portfolio management team and the benchmark indexes against which the Fund compares its performance. Such changes are not contingent on the proposals in the enclosed joint proxy statement. |
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BlackRock Inflation Protected Bond Portfolio, a series of BlackRock Funds V
BlackRock Low Duration Bond Portfolio, a series of BlackRock Funds V
BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V
BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI2
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Liquidity Funds
BlackRockU.S. Mortgage Portfolio, a series of Managed Account Series Inc.
Funds For Institutions SeriesII
Master Institutional Money MarketTotal Return Portfolio, a series of Master Bond LLC
CoreAlpha Bond Master Investment Portfolio,
a series of Master Investment Portfolio II2
Master Large Cap Series LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
The Funds and the series of the Funds are set forth onAppendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were a shareholder of record of at least one Equity-Liquidity Fundor more of the Funds on September 24, 2018August 27, 2021 (the “Record Date”).
Each of BlackRock Balanced Capital Fund, Inc. (“Balanced Capital Fund”), BlackRock Total Return Fund (“Total Return Fund”), a series of BlackRock Bond Fund, Inc., and BlackRock CoreAlpha Bond Fund (“CoreAlpha Bond Fund” and collectively with Balanced Capital Fund and Total Return Fund, the “Feeder Funds”), a series of BlackRock Funds VI, is a “feeder” fund in a “master/feeder” structure. Each of Total Return Fund and CoreAlpha Bond Fund invests all of its assets in Master Total Return Portfolio (“Master Total Return”), a series of Master Bond LLC, and CoreAlpha Bond Master Portfolio (“CoreAlpha Bond Master” and together with Master Total Return, the “Master Funds”), a series of Master Investment Portfolio II, respectively. Balanced Capital Fund invests a significant portion of its fixed-income assets in Master Total Return. (For purposes of the enclosed joint proxy statement, interests in each Master Fund may be referred to as “shares” and holders of interests in each Master Fund may be referred to as “shareholders.”)
The purpose of the Meeting asis to seek shareholder approval of the proposals described in more detail in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of the boards of directors/trustees overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). The current boards of directors/trustees of the BlackRock-advised Funds (the “Existing Boards,” the members of which are referred to as “Existing Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would
focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds.statement. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”)each Fund other than Balanced Capital Fund are being asked to approve the Board Nomineesamendment or elimination of certain of the Fund’s fundamental investment restrictions and, for Total Return Fund, an amendment to Board Ithe bylaws of BlackRock Bond Fund, Inc. to reflect the amendment or elimination of such fundamental investment restrictions, subject to shareholder approval of an amendment to the bylaws of BlackRock Bond Fund, Inc. to remove fundamental policies and Board II,all references thereto in the bylaws (as described below). Shareholders of Balanced Capital Fund are not being asked to approve any amendments to the Fund’s fundamental investment restrictions.
At the Meeting, shareholders of BlackRock Long-Horizon Equity Fund (“Long-Horizon Equity Fund”) are also being asked, among other things, to approve a change to such Fund’s status from diversified to non-diversified as applicable,such terms are defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The proposed change to Long-Horizon Equity Fund’s diversification classification is being made in separate proxy statements. Board Iconjunction with certain other changes regarding such Fund that are not subject to shareholder approval and Board IIwhich are referredcontingent on shareholder approval of the change to togetherthe diversification classification, as the “New Boards.”
Following the proposed realignment, certain Equity-Liquidity Funds (referred tomore fully discussed in the enclosed joint proxy statement as “Group B Funds”) wouldstatement. If the change to Long-Horizon Equity Fund’s diversification classification is not approved by such Fund’s shareholders, these changes will not be overseenimplemented.
2 | Effective on or about October 1, 2021, BlackRock CoreAlpha Bond Fund will change its name to BlackRock Advantage CoreAlpha Bond Fund and the master fund in which the Fund invests, CoreAlpha Bond Master Portfolio, will change its name to Advantage CoreAlpha Bond Master Portfolio. Such changes are not contingent on the proposals in the enclosed joint proxy statement. |
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Shareholders of BlackRock U.S. Mortgage Portfolio are also being asked, among other things, to approve a change to such Fund’s concentration policy to provide that it will concentrate its investments in non-agency mortgage-backed securities.
In order to change investment restrictions that are fundamental, the Investment Company Act requires shareholder approval. Other than the proposal to change the diversification classification of Long-Horizon Equity Fund for the reasons described above, the proposed amendments to the respective fundamental investment restrictions of the Funds (other than Balanced Capital Fund) are intended to provide the Funds with greater investment flexibility to pursue their investment objectives and strategies and/or respond to a changing regulatory and investment environment and to eliminate fundamental investment restrictions that are not required by Board I, and certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group A Funds”) would be overseen by Board II. As explained inInvestment Company Act.
At the enclosed joint proxy statement,Meeting, shareholders of Group A Fundseach of CoreAlpha Bond Fund and CoreAlpha Bond Master are also being asked to elect fifteen nomineesapprove the elimination of a non-fundamental investment restriction which, pursuant to Board II and shareholdersa policy previously adopted by the Boards of Group BTrustees of such Funds, requires shareholder approval to be eliminated.
Shareholders of Total Return Fund are also being asked to elect eleven nomineesapprove an amendment to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewedbylaws of BlackRock Bond Fund, Inc. to remove fundamental policies and unanimouslyall references thereto. If such proposal is approved, by yourthe amendment to the bylaws of BlackRock Bond Fund, Inc. to reflect the amendment or elimination of Total Return Fund’s Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgroundsfundamental investment restrictions would not be adopted.
Shareholders of the applicable Board Nominees and believe that their election is in your best interest.
If youeach Feeder Fund are a shareholder of a Fund or a series of a Fund that is organized as a “feeder” in a “master/feeder” structure where the master fund is a part of the Equity-Liquidity Complex, you will also bebeing asked to provide voting instructions to your feederthe Feeder Fund as to how, as a beneficial owner of the master fund, your feederapplicable Master Fund, the Feeder Fund should vote in connection with the electionrespective proposals relating to the applicable Master Fund.
The Boards of Directors/Trustees of the Board Nominees for the Board of your feeder Fund’s respective master Fund.
Please noteFunds have approved and recommend that separate joint proxy statements are being sent to shareholdersyou vote, and/or provide voting instructions, “FOR” each of the BlackRock-advisedproposals with respect to the Funds, as applicable.
I encourage you to carefully review the enclosed materials, which explain these proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Equity-Bond Complex, who are also being asked toMeeting. You may vote on the electionusing one of the applicable Board Nominees tomethods below by following the boards of directors/trustees of their BlackRock-advised Fund in the Equity-Bond Complex. If you were also a shareholder of recordinstructions on the Record Date of one or more BlackRock-advised Funds in the Equity-Bond Complex, you will receive a separate jointyour proxy statement(s), proxy card(s)card or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via:
By touch-tone telephone;
By Internet;
By signing, dating and returning the Internet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return eachenclosed proxy card and/or voting instruction form you receive. If elected by shareholders ofform(s) in the Fundspostage-paid envelope; or
By participating at the Meeting the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.described below.
The Existing Board responsible for your Fund recommends that you vote, or submit voting instructions, “FOR” the election of each of the applicable Board Nominees. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.- 3 -
Your vote is important. Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. If you are a registered shareholder,do not vote using one of these methods, you may be called by Computershare Fund Services, the Funds’ proxy solicitor, to gain admission, you must present valid photographic identification, such as a driver’s license or passport. vote your shares.
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), and want to attend the Meeting you will also be required to show satisfactorymust register in advance of the Meeting. To register, you must submit proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating share ownership as of the Record Date.
If you are a registered shareholder, you may vote your shares in person by ballot at the Meeting. If you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meeting. Voting is quick and easy. Everything you need is enclosed. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By telephone;
By Internet;
By signing, datingpower (legal proxy) reflecting your Fund holdings along with your name and returning the enclosed proxy card or voting instruction form(s) in the provided postage-paid return envelope; or
In person at the Meeting.
If you do not vote using one of these methods, you may be called byemail address to Computershare Fund Services, (“Computershare”), the Funds’ tabulator. You may email an image of your legal proxy solicitor,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 Fund Services of your registration and a control number and security code that will allow you to vote your shares.at the Meeting.
Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by completing, signing and dating each proxy card or voting instruction form you receive, and if received by mail, returning it (them) in the accompanying postage-paid return envelope.
Voting your shares immediately will help minimize additional solicitation expenses and prevents the need to call you to solicit your participation in the vote process.
If you have any questions aboutregarding the proposals to be voted on,enclosed proxy materials or need assistance in voting your shares, please callcontact the Funds’ proxy solicitor, Computershare toll-freeFund Services, toll free at (866) 1-866-200-9096.650-3710.
Sincerely,
John M. Perlowski
President and Chief Executive Officer of the Funds
BLACKROCK ALLOCATION TARGET SHARES
BLACKROCK BALANCED CAPITAL FUND, INC.
BLACKROCK BOND FUND, INC.
BLACKROCK FUNDSSM
BLACKROCK FUNDS IV
BLACKROCK FUNDS V
BLACKROCK FUNDS VI
BLACKROCK LONG-HORIZON EQUITY FUND
BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
MANAGED ACCOUNT SERIES II
MASTER BOND LLC
MASTER INVESTMENT PORTFOLIO II
100 Bellevue Parkway, Wilmington, Delaware 19809
Sincerely,
Benjamin Archibald
Secretary of the Funds
40 East 52nd Street, New York, New York 10022
IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed joint proxy statement for the Funds (as defined below), for your convenience, we have provided a brief overview of the mattersproposals to be voted on.
Questions and Answers
Why am I receiving this joint proxy statement? |
A. | A joint special meeting of shareholders of the Funds (the “Meeting”) will be held on Tuesday, October 26, 2021 at 10:00 a.m. (Eastern time). You have received this letter because you were a shareholder of record of one of the funds listed below (each, a “Fund” and collectively, the “Funds”): |
BATS: Series C Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series M Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series S Portfolio, a series of BlackRock Allocation Target Shares
BlackRock Balanced Capital Fund, Inc.
BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc.
BlackRock Tactical Opportunities Fund, a series of BlackRock FundsSM
BlackRock Global Long/Short Credit Fund, a series of BlackRock Funds IV
BlackRock Core Bond Portfolio, a series of BlackRock Funds V
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds V1
BlackRock GNMA Portfolio, a series of BlackRock Funds V
BlackRock Inflation Protected Bond Portfolio, a series of BlackRock Funds V
BlackRock Low Duration Bond Portfolio, a series of BlackRock Funds V
BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V
BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI2
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio, a series of Managed Account Series II
Master Total Return Portfolio, a series of Master Bond LLC
CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II2
1 | Effective on or about September 23, 2021, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio will change its name to BlackRock Sustainable Emerging Markets Flexible Bond Fund and certain changes will be made to the Fund’s investment objective, investment strategies, investment process and portfolio management team and the benchmark indexes against which the Fund compares its performance. Such changes are not contingent on the proposals in the enclosed joint proxy statement. |
2 | Effective on or about October 1, 2021, BlackRock CoreAlpha Bond Fund will change its name to BlackRock Advantage CoreAlpha Bond Fund and the master fund in which the Fund invests, CoreAlpha Bond Master Portfolio, will change its name to Advantage CoreAlpha Bond Master Portfolio. Such changes are not contingent on the proposals in the enclosed joint proxy statement. |
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The enclosed joint proxy statement describes proposals to make certain changes to the respective investment restrictions of each Fund other than Balanced Capital Fund (as defined below) that will be voted on at the Meeting. As a shareholder of one or more Funds as of the close of business on August 27, 2021 (the “Record Date”), you are entitled to notice of and to vote at the Meeting with respect to the proposals applicable to your Fund(s). Shareholders of Balanced Capital Fund are not being asked to approve any amendments to the Fund’s investment restrictions and references to changes to the Funds’ respective investment restrictions herein do not include Balanced Capital Fund’s investment restrictions.
If you are a shareholder of a Feeder Fund (as defined below), you are being asked to provide voting instructions in connection with the approval of the proposals relating to the applicable Master Fund (as defined below).
Q. | What am I being asked to vote, and/or provide voting instructions, “FOR” in the joint proxy statement? |
A. | The |
Proposal | Shareholders Entitled to Vote and/or Provide Voting Instructions | |
Proposal 1: To approve the amendment or elimination, as applicable, of certain of the fundamental investment restrictions of each Fund and, for BlackRock Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund, Inc. to reflect the amendment or elimination of such fundamental investment restrictions | Shareholders of each Fund other than Balanced Capital Fund, voting separately | |
Proposal 2: To provide voting instructions to Balanced Capital Fund, Total Return Fund and CoreAlpha Bond Fund (each as defined below) to vote for the amendment or elimination, as applicable, of certain of the fundamental investment restrictions of Master Total Return and CoreAlpha Bond Master (each as defined below), as applicable, as contemplated by Proposal 1 | Shareholders of Balanced Capital Fund and Total Return Fund, voting separately with respect to Master Total Return, and shareholders of CoreAlpha Bond Fund, voting separately with respect to CoreAlpha Bond Master |
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Proposal | Shareholders Entitled to Vote and/or Provide Voting Instructions | |
Proposal 3: To approve the elimination of the non-fundamental investment restriction regarding investing for the purpose of exercising control or management of each of CoreAlpha Bond Fund and CoreAlpha Bond Master | Shareholders of CoreAlpha Bond Fund and CoreAlpha Bond Master only, voting separately | |
Proposal 4: To provide voting instructions to CoreAlpha Bond Fund to vote for the elimination of the non-fundamental investment restriction regarding exercising for the purpose of exercising control or management of CoreAlpha Bond Master, as contemplated by Proposal 3 | Shareholders of CoreAlpha Bond Fund only | |
Proposal 5: To approve an amendment to the bylaws of BlackRock Bond Fund, Inc. to remove fundamental policies and all references thereto | Shareholders of Total Return Fund only | |
Proposal 6: To approve a | Shareholders of BlackRock Long-Horizon Equity Fund |
Each of BlackRock Balanced Capital Fund, Inc. (“Balanced Capital Fund”), BlackRock Total Return Fund (“Total Return Fund”), a series of BlackRock Bond Fund, Inc., and BlackRock CoreAlpha Bond Fund (“CoreAlpha Bond Fund” and collectively with Balanced Capital Fund and Total Return Fund, the “Feeder Funds”), a series of BlackRock Funds VI, is a “feeder” fund in a “master/feeder” structure. Each of Total Return Fund and CoreAlpha Bond Fund invests all of its assets in Master Total Return Portfolio (“Master Total Return”), a series of Master Bond LLC and CoreAlpha Bond Master Portfolio (“CoreAlpha Bond Master” and together with Master Total Return, the “Master Funds”), a series of Master Investment Portfolio II, respectively. Balanced Capital Fund invests a significant portion of its fixed-income assets in Master Total Return. Under the Investment Company Act of 1940, as amended (the “Investment Company Act”), each Feeder Fund’s voting rights with respect to the applicable Master Fund interests that the Feeder Fund owns generally must be passed through to shareholders of the Feeder Fund. This means that each Feeder Fund must vote its interests in the applicable Master Fund in accordance with the voting instructions received from its shareholders and will vote its interests in the applicable Master Fund
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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”).
Q. | What is a fundamental investment policy? |
A. | The Investment Company Act requires registered investment companies, such as the Funds, to have certain specific investment policies that can be changed only with shareholder approval. Investment companies may also elect to designate other policies that may be |
Some fundamental policies were adopted in the past by the Funds to reflect certain regulatory, business or industry conditions which are no longer in effect. In addition, certain of the policies of the Funds that remain required by law are more restrictive than the law requires. As a result, many of the current restrictions unnecessarily limit the investment strategies available to BlackRock Advisors, LLC (“BlackRock”) in managing the assets of the Funds.
Q. | How do the |
A. | Changes to the fundamental investment policies of the Funds as proposed in Proposal 1 and Proposal 2, as applicable, are intended to benefit the Funds and their shareholders in the following ways: (i) each of these changes is designed to provide the Funds with greater investment flexibility to pursue their investment objectives and principal investment strategies and/or respond to a changing regulatory and investment environment; and (ii) by reducing to a minimum those policies that can be changed only by shareholder vote, the Funds in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. |
While Proposal 1 is intended to, among other things, provide BlackRock with greater flexibility in managing the portfolios of the Funds, if approved, each Fund will continue to be managed subject to the applicable limitations imposed by the Investment Company Act and the rules and interpretive guidance provided thereunder, as well as the Fund’s investment objective, strategies and policies. Although in the near term certain Funds may take advantage of the greater flexibility provided by the amendment or elimination of certain of their current investment restrictions, each Fund will continue to be managed pursuant to its current investment guidelines and Fund management does not anticipate material changes to the Fund’s principal investment strategies, unless otherwise disclosed in the enclosed joint proxy statement.
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Q. | What is happening with BlackRock Long-Horizon Equity Fund? |
A. | Currently, BlackRock Long-Horizon Equity Fund (“Long-Horizon Equity Fund”) is classified as diversified under the Investment Company Act. BlackRock and the Board of Trustees of Long-Horizon Equity Fund (the “Long-Horizon Equity Fund Board”) have determined that it is appropriate to change the diversification classification of Long-Horizon Equity Fund so that such Fund will be classified as non-diversified. In order to be classified as diversified under the Investment Company Act, a fund is required to invest so that at least 75% of the value of the fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5% of the value of the total assets of the fund and to not more than 10% of the outstanding voting securities of such issuer. A fund that is classified as non-diversified under the Investment Company Act is not required to comply with these investment limitations. |
BlackRock and the Long-Horizon Equity Fund Board believe that such Fund’s current diversification classification is inconsistent with certain changes to such Fund’s name, investment objective, investment process and principal investment strategies as approved by the Long-Horizon Equity Fund Board. The Long-Horizon Equity Fund Board has approved changing the investment objective of such Fund from “to provide high total investment return” to “to seek to achieve long-term capital growth.” Such changes to Long-Horizon Equity Fund’s non-fundamental investment policies did not require shareholder approval. In order to reconcile this inconsistency, as well as to provide greater flexibility for such Fund to take advantage of and respond to market developments and trends, the Long-Horizon Equity Fund Board recommends amending such Fund’s diversification classification so that it is classified as non-diversified under the Investment Company Act. Because a non-diversified fund may invest in securities of a smaller number of issuers, it may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely.
If Long-Horizon Equity Fund shareholders approve Proposal 6, it is the intention of the Long-Horizon Equity Fund Board to rename the Fund “BlackRock Unconstrained Equity Fund.” In conjunction with the Long-Horizon Equity Fund Board’s approval of the name and certain strategy changes, it is the intention of BlackRock to change the Fund’s portfolio management team and to change the Fund’s benchmark index from MSCI ACWI Index to the MSCI World Index.
The Long-Horizon Equity Fund Board has also reviewed the non-fundamental investment restrictions of Long-Horizon Equity Fund. If the shareholders approve Proposal 6, it is the intention of the Long-Horizon Equity Fund Board to amend or eliminate certain of these restrictions, which does not require shareholder approval.
Q: |
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A: | BlackRock U.S. Mortgage Portfolio currently has a fundamental investment policy not to “concentrate” its investments, which means it may not invest more than 25% of its total |
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assets in any one industry. The Fund is now seeking to amend its concentration policy to provide that it will concentrate in non-agency mortgage-backed securities to enhance its ability to execute its principal investment strategies. The Fund does not intend to otherwise change its principal investment strategies. |
The Fund’s strategy of concentrating in non-agency mortgage-backed securities means that its performance will be closely tied to the performance of a particular market segment. The Fund’s concentration in these securities may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. A downturn in these securities would have a larger impact on the Fund than on a mutual fund that does not concentrate in such securities. At times, the performance of these securities will lag the performance of other industries or the broader market as a whole.
Q. |
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A. | With respect to Proposal 1 and Proposal 2, as noted above, the proposed changes to the fundamental investment restrictions of the Funds are intended to provide each Fund with greater investment flexibility to pursue its investment objective and strategies and/or respond to a changing regulatory and investment environment and to eliminate fundamental investment restrictions that are not required by the Investment Company Act. Moreover, the proposed changes will generally align the fundamental policies of the Funds with those of other registered funds managed by BlackRock. |
With respect to Proposal 3 and Proposal 4, the proposed elimination of the non-fundamental restriction of each of CoreAlpha Bond Fund and CoreAlpha Bond Master will remove an investment restriction previously adopted by such Funds that is not required by the Investment Company Act.
With respect to Proposal 5, the proposed changes to BlackRock Bond Fund, Inc.’s bylaws will remove fundamental policies and references thereto, which are not required to be included in BlackRock Bond Fund, Inc.’s bylaws under the Investment Company Act or Maryland law.
With respect to Proposal 6, BlackRock and the Long-Horizon Equity Fund Board have reviewed such Fund’s investment objective, investment strategies and fundamental and non-fundamental investment policies and determined that it is appropriate to change the diversification classification of Long-Horizon Equity Fund so that such Fund will be classified as non-diversified. Please see the above Q&A for additional detail on the Long-Horizon Equity Fund.
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For Total Return Fund, if shareholders do not approve Proposal 1 but do approve Proposal 5, the fundamental policies and references thereto will be removed from BlackRock Bond Fund, Inc.’s bylaws. If shareholders of Total Return Fund do not approve Proposal 5 but do approve Proposal 1, then BlackRock Bond Fund, Inc.’s bylaws will be amended to reflect the amended or eliminated fundamental investment restrictions, as applicable. If neither Proposal 1 nor Proposal 5 is approved by Total Return Fund’s shareholders, no changes will be made to BlackRock Bond Fund, Inc.’s bylaws.
Reasons forFor Long-Horizon Equity Fund, if shareholders do not approve Proposal 6, such Fund’s diversification classification will not change and such Fund will continue to be classified as diversified under the Investment Company Act. The changes discussed above to Long-Horizon Equity Fund’s name, investment objective, investment process, principal investment strategies, portfolio management team and benchmark index will not take effect if Proposal 6 is not approved because certain of these changes are incompatible with such Fund’s current diversification classification. In the event that Proposal 6 is not approved by such Fund’s shareholders, BlackRock and the Long-Horizon Equity Fund Board Realignmentmay determine to make other changes to Long-Horizon Equity Fund that are compatible with its current diversification classification and Consolidationdo not require shareholder approval.
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(ii)
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Who may vote on the proposals? |
A. | Any person who owned shares of a Fund on the Record Date is entitled to vote on the applicable proposals. With respect to each proposal, you may cast one vote for each share you owned and a fractional vote for each fractional share you owned on the Record Date. |
Q. | Will my vote make a difference? |
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(iii)vii
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With respect to Long-Horizon Equity Fund, it is anticipated that the total expenses of preparing, printing and mailing the joint proxy statement, soliciting and tabulating proxies, and related legal expenses will be approximately $300,000, which will be shared equally by BlackRock and the Fund.
Q. | When and where will the Meeting be held? |
A. |
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Provide for shareholders to begin logging into the Meeting at [9:30] a.m. (Eastern time) on Tuesday, October 26, 2021, [thirty] minutes in advance of the Meeting.
Permit shareholders attending the Meeting to submit questions via live webcast during the Meeting by following the instructions available on the meeting website during the Meeting. Questions relevant to Meeting matters will be answered during the Meeting, subject to time constraints.
Engage with and respond to shareholders who ask questions relevant to Meeting matters that are not answered during the Meeting due to time constraints.
How do I vote my shares? |
You may cast your vote by phone, internet or mail or by participating in the Meeting. |
To vote by mail, please mark your vote on the enclosed proxy card or voting instruction form and sign, date and return the card/form in the postage-paid envelope provided.
To vote by telephone or over the Internet, please have the proxy card or voting instruction form(s) in hand and call the toll-free telephone number listed on the form(s) or go to the website address listed on the form(s) and follow the instructions.
If your shares in a Fund are registered in your name, you may attend and participate in the Meeting at https://meetnow.global/MJLQLHV by entering the control number found in the shaded box in your proxy card on the date and timing of the Meeting. You may vote during the Meeting by following the instructions that will be available on the Meeting website during the Meeting.
viii
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), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Computershare Fund Services, each Fund’s 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 Fund Services of your registration and a control number and security code that will allow you to vote at the Meeting.
Whichever voting method you choose, please take the time to read the full text of the enclosed joint proxy statement before you vote.
Q. | Whom do I call if I have questions? |
A. | If you need more information, or have any questions about voting, please call |
Q. |
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A. | You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the proposals and to encourage you to vote. |
Please vote now. Your vote is important. To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the proxy card, if received by mail, date and sign it and return it 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 but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” each of the applicable proposals. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker 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 [ ], 2021.
THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
WWW.PROXY-DIRECT.COM/BLK-32307
(iv)ix
BLACKROCK ALLOCATION TARGET SHARES
BLACKROCK BALANCED CAPITAL FUND, INC.
BLACKROCK BOND FUND, INC.
Please votenow. Your vote is important.BLACKROCK FUNDSSM
BLACKROCK FUNDS IV
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 asyou instruct at the Meeting.BLACKROCK FUNDS V
BLACKROCK LONG-HORIZON EQUITY FUND
(v)BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
MASTER BOND LLC
MASTER INVESTMENT PORTFOLIO II
100 Bellevue Parkway
Wilmington, Delaware 19809
NOTICE OF JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2018OCTOBER 26, 2021
To the Shareholders:
JointNOTICE IS HEREBY GIVEN that a joint special meetingsmeeting of the shareholders of each of the funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors set forthlisted below (each, a “Fund” or an “Equity-Liquidity Fund”and collectively, the “Funds”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018,Tuesday, October 26, 2021, at 10:3000 a.m. (Eastern time) (the “Meeting”), to consider and vote on the following proposals set forth below,(each, a “Proposal” and collectively, the “Proposals”), as more fully described in the accompanying joint proxy statement. Each
BATS: Series C Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series M Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series S Portfolio, a series of BlackRock Allocation Target Shares
BlackRock Balanced Capital Fund, is categorized in the accompanying joint proxy statement asInc.
BlackRock Total Return Fund, a “Group A Fund” orseries of BlackRock Bond Fund, Inc.
BlackRock Tactical Opportunities Fund, a “Group B Fund” for purposesseries of electing the applicable Board Nominees (defined below) in Proposal 1(a) or Proposal 1(b).BlackRock FundsSM
BlackRock Global Long/Short Credit Fund, a series of BlackRock Funds IV
BlackRock Core Bond Portfolio, a series of BlackRock Funds V
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds V1
BlackRock GNMA Portfolio, a series of BlackRock Funds V
BlackRock Inflation Protected Bond Portfolio, a series of BlackRock Funds V
BlackRock Low Duration Bond Portfolio, a series of BlackRock Funds V
BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V
1 | Effective on or about September 23, 2021, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio will change its name to BlackRock Sustainable Emerging Markets Flexible Bond Fund and certain changes will be made to the Fund’s investment objective, investment strategies, investment process and portfolio management team and the benchmark indexes against which the Fund compares its performance. Such changes are not contingent on the proposals in the enclosed joint proxy statement. |
- 1 -
In addition, shareholders of certain Funds (or certainBlackRock CoreAlpha Bond Fund, a series of Funds) that are organized asBlackRock Funds VI2
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio, a series of Managed Account Series II
Master Total Return Portfolio, a series of Master Bond LLC
CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II2
Each of BlackRock Balanced Capital Fund, Inc. (“Balanced Capital Fund”), BlackRock Total Return Fund (“Total Return Fund”), a series of BlackRock Bond Fund, Inc., and BlackRock CoreAlpha Bond Fund (“CoreAlpha Bond Fund” and collectively with Balanced Capital Fund and Total Return Fund, the “Feeder Funds”), a series of BlackRock Funds VI, is a “feeder” fund in a “master/feeder” structure (each,structure. Each of Total Return Fund and CoreAlpha Bond Fund invests all of its assets in Master Total Return Portfolio (“Master Total Return”), a “Feeder Fund”series of Master Bond LLC, and CoreAlpha Bond Master Portfolio (“CoreAlpha Bond Master” and together with Master Total Return, the “Master Funds”), a series of Master Investment Portfolio II, respectively. Balanced Capital Fund invests a significant portion of its fixed-income assets in Master Total Return. Shareholders of each Feeder Fund are being asked to provide voting instructions to electapprove the Proposals relating to the applicable Board NomineesMaster Fund.
Because of our concerns regarding the corresponding Fund COVID-19 pandemic, 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.
The following table shows each Proposal described in the accompanying joint proxy statement and identifies shareholders entitled to vote, and/or series of a Fund in which such Feeder Fund invests (the “Master Fund”). A list of the Funds (and/or series of Funds) that operate as Feeder Funds, shareholders of which are being asked to submitprovide voting instructions, on Proposals 2(a) or 2(b), and such Feeder Funds’ corresponding Master Funds, is set forth inthe Proposal at the Meeting. Appendix BA to the accompanying joint proxy statement.statement lists the specific fundamental investment restrictions on which shareholders are being asked to vote, and/or provide voting instructions, in Proposals 1 and 2. Shareholders of Balanced Capital Fund are not being asked to approve any amendments to the Fund’s fundamental investment restrictions.
Proposal |
| Shareholders Entitled to Vote and/or | ||
| Proposal 1: To | Shareholders of |
2 | Effective on or about October 1, 2021, BlackRock CoreAlpha Bond Fund will change its name to |
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| Provide Voting Instructions | |||
| Proposal 2: To provide voting instructions to | Shareholders of | ||
Proposal 3: To approve the elimination of the non-fundamental investment restriction regarding investing for the purpose of exercising control or management of each of CoreAlpha Bond Fund and CoreAlpha Bond Master | Shareholders of CoreAlpha Bond Fund and CoreAlpha Bond Master only, voting separately | |||
| Proposal 4: To provide voting instructions to | Shareholders of | ||
Proposal 5: To approve an amendment to the bylaws of BlackRock Bond Fund, Inc. to remove fundamental policies and all references thereto | Shareholders of Total Return Fund only | |||
Proposal 6: To approve a change in BlackRock Long-Horizon Equity Fund’s status from diversified to non-diversified as such terms are defined under the Investment Company Act of 1940, as amended. | Shareholders of BlackRock | |||
To transact such other business as may properly come before the Meeting and any adjournments, postponements or delays thereof.
The purpose of the Meeting is to seek shareholder approval of the Board nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors/trustees of the Funds (collectively, the “Boards”). Shareholders of Funds identified in the attached table as Group A Funds will vote on the proposal to elect the fifteen Board II Nominees, and shareholders of Funds identified in the attached table as Group B Funds will vote on the proposal to elect the eleven Board I Nominees. In addition, shareholders of Group A Funds that are Feeder Funds will be asked to provide voting instructions to their Group A Feeder Fund(s) regarding the proposal to elect the Board Nominees of the applicable Master Fund, and shareholders of BlackRock CoreAlpha Bond Fund will be asked to provide voting instructions to BlackRock CoreAlpha Bond Fund regarding the proposal to elect the Board Nominees of CoreAlpha Bond Master Portfolio.
Each current board of directors/trustees of the Funds (each, an “Existing Board”) has reviewed and unanimously approved the fifteen Board II Nominees or the eleven Board I Nominees, as applicable, with respect to each Fund overseen by such Existing Board, subject to approval by the Fund’s shareholders. The Existing 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 aeach Fund as of the close of business on September 24, 2018 (the “Record Date”)August 27, 2021 are entitled to notice of and to vote at the Meeting and at any adjournments postponements or delayspostponements thereof.
If you owned shares in more than one Fund or seriesAfter careful consideration, the Boards of a Fund (each such series, a “Portfolio”) asDirectors/Trustees of the Record Date,Funds recommend that you vote, and/or if your Fund or Portfolio is organized as a Feeder Fund, you may receive more than one proxy card orprovide voting instruction form. Please be certain to vote by telephone or viainstructions, “FOR” each of the InternetProposals with respect to eachyour 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.as applicable.
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If you have any questions aboutregarding the proposals to be voted on,enclosed proxy materials or need assistance in voting your shares, please callcontact the Funds’ proxy solicitor, Computershare the firm assisting us in the solicitation and tabulation of proxies, toll-freeFund Services, toll free at (866) 1-866-200-9096.650-3710.
By Orderorder of the Boards of Directors/Trustees,
Janey Ahn
Benjamin Archibald
Secretary of the Funds
[ ], 2021
40 East 52nd Street, New York, New York 10022BLACKROCK ALLOCATION TARGET SHARES
BLACKROCK BALANCED CAPITAL FUND, INC.
October 3, 2018
(ii)
Equity-Liquidity FundsBLACKROCK BOND FUND, INC.
Holding Joint Special Meetings of Shareholders on November 21, 20181
Group A Funds(Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II
BBIF Money Fund*
BBIF Treasury Fund*
BIF Money Fund*
BIF Treasury Fund*
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Summit Cash Reserves Fund
BlackRock FundsBLACKROCK FUNDSSM
BlackRock Advantage Emerging Markets FundBLACKROCK FUNDS IV
BlackRock Advantage International FundBLACKROCK FUNDS V
BlackRock Advantage Large Cap Growth FundBLACKROCK FUNDS VI
BlackRock Advantage Small Cap Core FundBLACKROCK LONG-HORIZON EQUITY FUND
BlackRock Advantage Small Cap Growth FundBLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
BlackRockAll-Cap Energy & Resources PortfolioMANAGED ACCOUNT SERIES II
BlackRock Commodity Strategies FundMASTER BOND LLC
BlackRock Emerging Markets Dividend FundMASTER INVESTMENT PORTFOLIO II
BlackRock Emerging Markets Equity Strategies Fund100 Bellevue Parkway, Wilmington, Delaware 19809
BlackRock Energy & Resources Portfolio
BlackRock Exchange Portfolio
BlackRock Global Long/Short Equity Fund
BlackRock Health Sciences Opportunities Portfolio
BlackRock High Equity Income Fund
BlackRock Impact U.S. Equity Fund
BlackRock International Dividend Fund
BlackRockMid-Cap Growth Equity Portfolio
BlackRock Money Market Portfolio
BlackRock Real Estate Securities Fund
BlackRock Short Obligations Fund
BlackRock Tactical Opportunities Fund
BlackRock Technology Opportunities Fund
BlackRock Total Emerging Markets Fund
BlackRock Total Factor Fund
iShares Developed Real Estate Index Fund
iShares Edge MSCI Min Vol EAFE Index Fund
iShares Edge MSCI Min Vol USA Index Fund
iShares Edge MSCI Multifactor Intl Index Fund
iShares Edge MSCI Multifactor USA Index Fund
iShares Edge MSCI USA Momentum Factor Index Fund
iShares Edge MSCI USA Quality Factor Index Fund
iShares Edge MSCI USA Size Factor Index Fund
iShares Edge MSCI USA Value Factor Index Fund
iShares MSCI Asia ex Japan Index Fund
iShares MSCI Developed World Index Fund
iShares RussellMid-Cap Index Fund
iShares RussellSmall/Mid-Cap Index Fund
iShares Short-Term TIPS Bond Index Fund
iShares Total U.S. Stock Market Index Fund
BlackRock Funds III
BlackRock Cash Funds: Institutional*
BlackRock Cash Funds: Treasury*
BlackRock LifePath® Dynamic Retirement Fund*
BlackRock LifePath® Dynamic 2020 Fund*
BlackRock LifePath® Dynamic 2025 Fund*
BlackRock LifePath® Dynamic 2030 Fund*
BlackRock LifePath® Dynamic 2035 Fund*
BlackRock LifePath® Dynamic 2040 Fund*
BlackRock LifePath® Dynamic 2045 Fund*
BlackRock LifePath® Dynamic 2050 Fund *
BlackRock LifePath® Dynamic 2055 Fund*
BlackRock LifePath® Dynamic 2060 Fund*
BlackRock LifePath® Index Retirement Fund *
BlackRock LifePath® Index 2020 Fund*
BlackRock LifePath® Index 2025 Fund*
BlackRock LifePath® Index 2030 Fund*
BlackRock LifePath® Index 2035 Fund*
BlackRock LifePath® Index 2040 Fund*
BlackRock LifePath® Index 2045 Fund *
BlackRock LifePath® Index 2050 Fund*
BlackRock LifePath® Index 2055 Fund*
BlackRock LifePath® Index 2060 Fund*
iShares MSCI Total International Index Fund*
iShares Russell 1000Large-Cap Index Fund*
iShares S&P 500 Index Fund*
iShares U.S. Aggregate Bond Index Fund*
BlackRock Index Funds, Inc.
iShares MSCI EAFE International Index Fund
iShares Russell 2000Small-Cap Index Fund*
BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Core Fund*
BlackRock Advantage Large Cap Value Fund*
BlackRock Event Driven Equity Fund
BlackRock Large Cap Focus Growth Fund*
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
(iii)
California Money Fund
Federal Trust Fund
FedFund
MuniCash
MuniFund
New York Money Fund
TempCash
TempFund
T-Fund
Treasury Trust Fund
BlackRock Series, Inc.
BlackRock International Fund
Funds For Institutions Series
BlackRock Premier Government Institutional Fund*
BlackRock Select Treasury Strategies Institutional Fund*
BlackRock Treasury Strategies Institutional Fund*
FFI Government Fund
FFI Treasury Fund
Master Institutional Money Market LLC
Master Premier Government Institutional Portfolio
Master Treasury Strategies Institutional Portfolio
Master Investment Portfolio
Active Stock Master Portfolio
International Tilts Master Portfolio
Large Cap Index Master Portfolio
LifePath® Dynamic Retirement Master Portfolio
LifePath® Dynamic 2020 Master Portfolio
LifePath® Dynamic 2025 Master Portfolio
LifePath® Dynamic 2030 Master Portfolio
LifePath® Dynamic 2035 Master Portfolio
LifePath® Dynamic 2040 Master Portfolio
LifePath® Dynamic 2045 Master Portfolio
LifePath® Dynamic 2050 Master Portfolio
LifePath® Dynamic 2055 Master Portfolio
LifePath® Dynamic 2060 Master Portfolio
LifePath® Index Retirement Master Portfolio
LifePath® Index 2020 Master Portfolio
LifePath® Index 2025 Master Portfolio
LifePath® Index 2030 Master Portfolio
LifePath® Index 2035 Master Portfolio
LifePath® Index 2040 Master Portfolio
LifePath® Index 2045 Master Portfolio
LifePath® Index 2050 Master Portfolio
LifePath® Index 2055 Master Portfolio
LifePath® Index 2060 Master Portfolio
Money Market Master Portfolio
S&P 500 Index Master Portfolio
Total International ex U.S. Index Master Portfolio
Treasury Money Market Master Portfolio
U.S. Total Bond Index Master Portfolio
Master Large Cap Series LLC
Master Advantage Large Cap Core Portfolio
Master Advantage Large Cap Value Portfolio
Master Large Cap Focus Growth Portfolio
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Master Small Cap Index Series
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
Retirement Reserves Money Fund
Group B Funds(Non-Index Fixed-Income Funds) to Elect Nominees of Board I
BlackRock Funds IV
BlackRock Alternative Capital Strategies Fund
BlackRock Global Long/Short Credit Fund
BlackRock Impact Bond Fund
BlackRock Funds VI
BlackRock CoreAlpha Bond Fund
Master Investment Portfolio II
CoreAlpha Bond Master Portfolio
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(iv)- 4 -
Table of ContentsTABLE OF CONTENTS
APPENDIX B: LIST OF APPLICABLE FUNDAMENTAL INVESTMENT RESTRICTIONS | B-1 | |||
C-1 | ||||
D-1 |
BLACKROCK EQUITY-LIQUIDITYALLOCATION TARGET SHARES
BLACKROCK BALANCED CAPITAL FUND, INC.
BLACKROCK BOND FUND, INC.
BLACKROCK FUNDSSM
BLACKROCK FUNDS IV
BLACKROCK FUNDS V
BLACKROCK FUNDS VI
BLACKROCK LONG-HORIZON EQUITY FUND
BLACKROCK STRATEGIC GLOBAL BOND FUND, INC.
MANAGED ACCOUNT SERIES II
MASTER BOND LLC
MASTER INVESTMENT PORTFOLIO II
100 Bellevue Parkway
Wilmington, Delaware 19809
(800)441-7762
JOINT SPECIAL MEETINGSMEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2018To Be Held on October 26, 2021
This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies byon behalf of the boardsBoard of directorsDirectors or trusteesBoard of Trustees, as applicable (each, a “Board” or an “Existing Board” and the members of which are referred to as “Board Members” or “Existing Board Members”), of each of BlackRock Allocation Target Shares, BlackRock Balanced Capital Fund, Inc., BlackRock Bond Fund, Inc., BlackRock FundsSM, BlackRock Funds IV, BlackRock Funds V, BlackRock Funds VI, BlackRock Long-Horizon Equity Fund, BlackRock Strategic Global Bond Fund, Inc., Managed Account Series II, Master Bond LLC and Master Investment Portfolio II in connection with the registrants advised by BlackRock (defined below)special joint special meeting (the “Meeting”) of shareholders of the funds listed below (each, a “Fund” and collectively, the “Funds”), and at any and all adjournments, postponements or delays thereof, for the purpose of voting on the proposals described inAppendix A to this Proxy Statement (each, a “Fund” or an “Equity-Liquidity“Proposal” and collectively, the “Proposals”):
BATS: Series C Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series M Portfolio, a series of BlackRock Allocation Target Shares
BATS: Series S Portfolio, a series of BlackRock Allocation Target Shares
BlackRock Balanced Capital Fund,” which may also Inc.
BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc.
BlackRock Tactical Opportunities Fund, a series of BlackRock FundsSM
BlackRock Global Long/Short Credit Fund, a series of BlackRock Funds IV
BlackRock Core Bond Portfolio, a series of BlackRock Funds V
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds V1
BlackRock GNMA Portfolio, a series of BlackRock Funds V
1 | Effective on or about September 23, 2021, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio will change its name to BlackRock Sustainable Emerging Markets Flexible Bond Fund and certain changes will be made to the Fund’s investment objective, investment strategies, investment process and portfolio management team and the benchmark indexes against which the Fund compares its performance. Such changes are not contingent on the Proposals. |
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BlackRock Inflation Protected Bond Portfolio, a series of BlackRock Funds V
BlackRock Low Duration Bond Portfolio, a series of BlackRock Funds V
BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V
BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI2
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio, a series of Managed Account Series II
Master Total Return Portfolio, a series of Master Bond LLC
CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II2
Certain Proposals relate to changes to the respective investment restrictions of each Fund other than Balanced Capital Fund (as defined below) that will be collectively referredvoted on at the Meeting. Shareholders of Balanced Capital Fund are not being asked to herein asapprove any amendments to the “Equity-Liquidity Complex”) forFund’s investment restrictions and references to changes to the election of directors or trustees. Each Fund is categorizedFunds’ respective investment restrictions in this Proxy Statement as a “Group Ado not include Balanced Capital Fund’s investment restrictions.
Each of BlackRock Balanced Capital Fund, Inc. (“Balanced Capital Fund” or a “Group B), BlackRock Total Return Fund (“Total Return Fund” for purposes of electing the applicable Board Nominees (as defined below) in Proposal 1(a) or Proposal 1(b). In addition, if you are a shareholder of a Fund or), a series of BlackRock Bond Fund, Inc., and BlackRock CoreAlpha Bond Fund (“CoreAlpha Bond Fund” and collectively with Balanced Capital Fund and Total Return Fund, the “Feeder Funds”), a Fund organized asseries of BlackRock Funds VI, is a “feeder” fund in a “master/feeder” structure (each,structure. Each of Total Return Fund and CoreAlpha Bond Fund invests all of its assets in Master Total Return Portfolio (“Master Total Return”), a “Feeder Fund”series of Master Bond LLC, and collectively, the “Feeder Funds”) where the master fund (each, a “Master Fund”CoreAlpha Bond Master Portfolio (“CoreAlpha Bond Master” and collectively,together with Master Total Return, the “Master Funds”) is an Equity-Liquidity Fund (or, a series of an Equity-Liquidity Fund), youMaster Investment Portfolio II, respectively. Balanced Capital Fund invests a significant portion of its fixed-income assets in Master Total Return. Shareholders of each Feeder Fund will also be asked to provide voting instructions to yourthe Feeder Fund as to how, as a beneficial owner of the correspondingapplicable Master Fund, yourthe Feeder Fund should vote forwith respect to the electionProposals relating to the applicable Master Fund. (For purposes of the Board Members overseeing suchthis Proxy Statement, interests in each Master Fund (a listmay be referred to as “shares” and holders of Feeder Funds and their correspondinginterests in each Master Funds is set forth inAppendix BFund may be referred to as “shareholders.”).
The proxies will be voted at the joint special meetings of shareholders of the Funds (the “Meeting”)Meeting and at any and all adjournments or postponements or delays thereof. The Meeting will take place at
Because of our concerns regarding the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time). TheCOVID-19 pandemic, the Meeting will be held for the purpose of electing fifteen nominees to the Board of each Group A Fund and eleven nominees to the Board of each Group B Fund (collectively, the “Board Nominees”).in a virtual meeting format only.
The Board of each Fund hasBoards have determined that the use of this Proxy Statement for the Meeting is in the best interests of such Fundthe Funds, as applicable, and itstheir shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive eitherthe Funds.
Each of BlackRock Allocation Target Shares, BlackRock Funds VI, BlackRock Long-Horizon Equity Fund, Managed Account Series II and Master Investment Portfolio II is organized as a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about October 9, 2018, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meetings of Shareholders to be held on November 21, 2018 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about October 10, 2018.
2 | Effective on or about October 1, 2021, BlackRock CoreAlpha Bond Fund will change its name to BlackRock Advantage CoreAlpha Bond Fund and the master fund in which the Fund invests, CoreAlpha Bond Master Portfolio, will change its name to Advantage CoreAlpha Bond Master Portfolio. These changes are not contingent on the Proposals. |
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Delaware statutory trust. Each of BlackRock Balanced Capital Fund, Inc., BlackRock Bond Fund, Inc. and BlackRock Strategic Global Bond Fund, Inc. is organized as a Maryland corporation. Each of BlackRock FundsSM, BlackRock Funds IV and BlackRock Funds V 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”), ortrust. Master Bond LLC is organized as a Delaware limited liability company (each, a “Delaware LLC”), and eachcompany. Each Fund is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). A list identifying the form of organization of each Fund is set forth onAppendix A. Certain of the Funds
The Boards 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.
On September 17, 2018, certain newly-formed Portfolios (collectively, the “New Portfolios”) acquired all of the assets, subject to the liabilities, of corresponding funds that were within the Equity-Liquidity Complex (collectively, the “Predecessor Portfolios”) intax-free reorganizations (collectively, the “Reorganizations”). Each New Portfolio has the same investment objectives, strategies and policies, portfolio management team and contractual arrangements, including the same contractual fees and expenses, as the corresponding Predecessor Portfolio. As a result of the applicable Reorganization, each New Portfolio adopted the performance and financial history of the corresponding Predecessor Portfolio. Accordingly, certain information relating to each New Portfolio included in this Proxy Statement is that of the corresponding Predecessor Portfolio.
Each Fund’s fiscal year end can be found onAppendices F and H.
Shareholders of record of a Fund as offixed the close of business on September 24, 2018August 27, 2021 as the record date (the “Record Date”) arefor the determination of shareholders of the each Fund entitled to notice of and to vote at the Meeting andor any and all adjournments or postponements or delays thereof. Shareholders of the Funds on the Record Date are entitled
Distribution to the voting rights set forth onAppendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposals 1(a) and 1(b), as applicable, for each Fund are also set forth inAppendix A. For each Fund that is organized as a series Fund, a quorum of the shareholders of such Fund as a whole, inclusive ofthis Proxy Statement and the shareholders of each Portfolio of such Fund, is required in orderaccompanying materials will commence on or about [ ], 2021.
If you do not expect to take any actionbe present at the Meeting, please vote your proxy and/or provide voting instructions in accordance with respect to Proposal 1(a) or 1(b) as applicable to that particular Fund.
The number of outstanding shares of each class of each Fund and Portfolio as of the close of businessinstructions included on the Record Date are shown inAppendix 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 inAppendix J.
The Fund or, if applicable, the Portfolio in which you owned shares on the Record Date is named on theenclosed proxy card (or 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.form). Even if you plan to attend the Meeting, please indicate your voting instructions, sign, date and returnEACH the proxy card and/or voting instruction form you receive or ifprovide voting instructions by telephone or over the Internet. If you provide voting instructions by telephone or via the Internet, please vote on the proposals affectingEACH Fund and Portfolio you own, and provide voting instructions to your Feeder Fund relating to the election of Board Nominees to the Board of any Master Fund in which your Fund or Portfolio is a Feeder Fund. If you vote by telephone or viaover 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),card (or voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable.form). This code is designed to confirm your identity, provide access into the voting websitesites 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 delayspostponements 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,Proposal, the shares will be voted“FOR”the proposal.Proposal. Shareholders who execute proxiesa proxy or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposalsProposals at any time before a vote is taken on such proposal(s)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 executedsubsequently dated proxy bearing a later date,by mail, telephone or the Internet, or by attending the Meeting and voting in personvoting. If your shares are held by ballot, 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,broker-dealer or other third-party intermediary who holds your shares of record, you must provide voting instructions to such 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 you are a registered shareholder of a Fund and plan to attend the Meeting in person, in order to gain admissionvote your shares.
If your shares in a Fund are registered in your name, you must show valid photographic identification, such asmay attend and participate in the Meeting at https://meetnow.global/MJLQLHV by entering the control number found in the shaded box on your driver’s license or passport.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) and plan to attend the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your proxy card, voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating ownership as of the Record Date. Also, if you are a beneficial shareholder of a Fund, you will not be able to vote in person at the virtual Meeting unless you have previously requestedregistered 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 obtainedemail address to Computershare Fund Services, 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 “legal proxy”confirmation email from Computershare Fund Services of your bank, broker, financial intermediary or other nomineeregistration and present ita control number and security code that will allow you to vote at the Meeting. Even if you
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plan to attendparticipate 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.
The Meeting will provide shareholders with a meaningful opportunity to participate, including the ability to ask questions of management. To support these efforts, the Funds will:
Provide for shareholders to begin logging into the Meeting at [9:30] a.m. (Eastern time) on Tuesday, October 26, 2021, [thirty] minutes in advance of the Meeting.
Permit shareholders attending the Meeting to submit questions via live webcast during the Meeting by following the instructions available on the meeting website during the Meeting. Questions relevant to Meeting matters will be answered during the Meeting, subject to time constraints.
Engage with and respond to shareholders who ask questions relevant to Meeting matters that are not answered during the Meeting due to time constraints.]
Copies of each Fund’s most recent annual report and semi-annual report can be obtainedreports are available on aBlackRock’s website maintained by BlackRock, Inc. atwww.blackrock.com. and the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov. In addition, each Fund will furnish, without charge, a copy of itsthe Fund’s annual report and a copy of its most recent semi-annual report succeeding the annual report, if any, to aany shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-freetoll free at (800) 1-800-441-7762.441-7762. 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 atwww.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 onas to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address orand phone number set forth above.
SUMMARY OF PROPOSALS AND FUNDS VOTING
The following table listsshows each proposalProposal described in this Proxy Statement and identifies shareholders entitled to vote, and/or provide voting instructions, on each proposal.the Proposal at the Meeting. Appendix A to this Proxy Statement lists the specific fundamental investment restrictions on which shareholders are being asked to vote, and/or provide voting instructions, in Proposals 1 and 2.
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| Shareholders Entitled to Vote and/or | |||
Proposal 1: To | Shareholders of | |||
| Proposal 2: To provide voting instructions to | Shareholders of | ||
Proposal 3: To approve the elimination of the non-fundamental investment restriction regarding investing for the purpose of exercising control or management of each of CoreAlpha Bond Fund and CoreAlpha Bond Master | Shareholders of CoreAlpha Bond Fund and CoreAlpha Bond Master only, voting separately | |||
| Proposal 4: To provide voting instructions to | Shareholders of CoreAlpha Bond Fund only | ||
Proposal 5: To approve an amendment to the bylaws of BlackRock Bond Fund, Inc. to remove fundamental policies and all references thereto | Shareholders of Total Return Fund only | |||
Proposal 6: To approve a change in BlackRock Long-Horizon Equity Fund’s status from diversified to non-diversified as such terms are defined under the Investment Company Act of 1940, as amended. | Shareholders of BlackRock |
Group A Funds(Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II1, 2
BBIF Money Fund*
BBIF Treasury Fund*
BIF Money Fund*
BIF Treasury Fund*
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Summit Cash Reserves Fund
BlackRock FundsSM
BlackRock Advantage Emerging Markets Fund
BlackRock Advantage International Fund
BlackRock Advantage Large Cap Growth Fund
BlackRock Advantage Small Cap Core Fund
BlackRock Advantage Small Cap Growth Fund
BlackRockAll-Cap Energy & Resources Portfolio
BlackRock Commodity Strategies Fund
BlackRock Emerging Markets Dividend Fund
BlackRock Emerging Markets Equity Strategies Fund
BlackRock Energy & Resources Portfolio
BlackRock Exchange Portfolio
BlackRock Global Long/Short Equity Fund
BlackRock Health Sciences Opportunities Portfolio
BlackRock High Equity Income Fund
BlackRock Impact U.S. Equity Fund
BlackRock International Dividend Fund
BlackRockMid-Cap Growth Equity Portfolio
BlackRock Money Market Portfolio
BlackRock Real Estate Securities Fund
BlackRock Short Obligations Fund
BlackRock Tactical Opportunities Fund
BlackRock Technology Opportunities Fund
BlackRock Total Emerging Markets Fund
BlackRock Total Factor Fund
iShares Developed Real Estate Index Fund
iShares Edge MSCI Min Vol EAFE Index Fund
iShares Edge MSCI Min Vol USA Index Fund
iShares Edge MSCI Multifactor Intl Index Fund
iShares Edge MSCI Multifactor USA Index Fund
iShares Edge MSCI USA Momentum Factor Index Fund
iShares Edge MSCI USA Quality Factor Index Fund
iShares Edge MSCI USA Size Factor Index Fund
iShares Edge MSCI USA Value Factor Index Fund
iShares MSCI Asia ex Japan Index Fund
iShares MSCI Developed World Index Fund
iShares RussellMid-Cap Index Fund
iShares RussellSmall/Mid-Cap Index Fund
iShares Short-Term TIPS Bond Index Fund
iShares Total U.S. Stock Market Index Fund
BlackRock Funds III
BlackRock Cash Funds: Institutional*
BlackRock Cash Funds: Treasury*
BlackRock LifePath® Dynamic Retirement Fund*
BlackRock LifePath® Dynamic 2020 Fund*
BlackRock LifePath® Dynamic 2025 Fund*
BlackRock LifePath® Dynamic 2030 Fund*
BlackRock LifePath® Dynamic 2035 Fund*
BlackRock LifePath® Dynamic 2040 Fund*
BlackRock LifePath® Dynamic 2045 Fund*
BlackRock LifePath® Dynamic 2050 Fund*
BlackRock LifePath® Dynamic 2055 Fund*
BlackRock LifePath® Dynamic 2060 Fund*
BlackRock LifePath® Index Retirement Fund*
BlackRock LifePath® Index 2020 Fund*
BlackRock LifePath® Index 2025 Fund *
BlackRock LifePath® Index 2030 Fund *
BlackRock LifePath® Index 2035 Fund *
BlackRock LifePath® Index 2040 Fund *
BlackRock LifePath® Index 2045 Fund *
BlackRock LifePath® Index 2050 Fund *
BlackRock LifePath® Index 2055 Fund *
BlackRock LifePath® Index 2060 Fund *
iShares MSCI Total International Index Fund*
iShares Russell 1000Large-Cap Index Fund*
iShares S&P 500 Index Fund*
iShares U.S. Aggregate Bond Index Fund*
BlackRock Index Funds, Inc.
iShares MSCI EAFE International Index Fund
iShares Russell 2000Small-Cap Index Fund*
BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Core Fund*
BlackRock Advantage Large Cap Value Fund*
BlackRock Event Driven Equity Fund
BlackRock Large Cap Focus Growth Fund*
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
California Money Fund
Federal Trust Fund
FedFund
MuniCash
MuniFund
New York Money Fund
TempCash
TempFund
T-Fund
Treasury Trust Fund
BlackRock Series, Inc.
BlackRock International Fund
Funds For Institutions Series
BlackRock Premier Government Institutional Fund*
BlackRock Select Treasury Strategies Institutional Fund*
BlackRock Treasury Strategies Institutional Fund*
FFI Government Fund
FFI Treasury Fund
Master Institutional Money Market LLC
Master Premier Government Institutional Portfolio
Master Treasury Strategies Institutional Portfolio
Master Investment Portfolio
Active Stock Master Portfolio
International Tilts Master Portfolio
Large Cap Index Master Portfolio
LifePath® Dynamic Retirement Master Portfolio
LifePath® Dynamic 2020 Master Portfolio
LifePath® Dynamic 2025 Master Portfolio
LifePath® Dynamic 2030 Master Portfolio
LifePath® Dynamic 2035 Master Portfolio
LifePath® Dynamic 2040 Master Portfolio
LifePath® Dynamic 2045 Master Portfolio
LifePath® Dynamic 2050 Master Portfolio
LifePath® Dynamic 2055 Master Portfolio
LifePath® Dynamic 2060 Master Portfolio
LifePath® Index Retirement Master Portfolio
LifePath® Index 2020 Master Portfolio
LifePath® Index 2025 Master Portfolio
LifePath® Index 2030 Master Portfolio
LifePath® Index 2035 Master Portfolio
LifePath® Index 2040 Master Portfolio
LifePath® Index 2045 Master Portfolio
LifePath® Index 2050 Master Portfolio
LifePath® Index 2055 Master Portfolio
LifePath® Index 2060 Master Portfolio
Money Market Master Portfolio
S&P 500 Index Master Portfolio
Total International ex U.S. Index Master Portfolio
Treasury Money Market Master Portfolio
U.S. Total Bond Index Master Portfolio
Master Large Cap Series LLC
Master Advantage Large Cap Core Portfolio
Master Advantage Large Cap Value Portfolio
Master Large Cap Focus Growth Portfolio
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Master Small Cap Index Series
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
Retirement Reserves Money Fund
Group B Funds(Non-Index Fixed-Income Funds) to Elect Nominees of Board I1, 2
BlackRock Funds IV
BlackRock Alternative Capital Strategies Fund
BlackRock Global Long/Short Credit Fund
BlackRock Impact Bond Fund
BlackRock Funds VI
BlackRock CoreAlpha Bond Fund
Master Investment Portfolio II
CoreAlpha Bond Master Portfolio
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PLEASE VOTENOW. 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 asyou instruct at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Joint Special MeetingsMeeting of Shareholders to Be Held on November 21, 2018.October 26, 2021. The Notice of Joint Special MeetingsMeeting of Shareholders, the Proxy Statement and the formsform of proxy card and voting instruction form are available on the Internet athttps://www.proxy-direct.com/blk-30180.blk-32307. On this website, you will be able to access the Notice of Joint Special MeetingsMeeting of Shareholders, the Proxy Statement, the formsform of proxy card and voting instruction form and any amendments or supplements to the foregoing materialsmaterial that are required to be furnished to shareholders.
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If youThe Boards have any questions, would like to vote your shares, or wish to obtain directions soapproved and recommend that you can attendvote, and provide voting instructions, “FOR” each of the Meeting, please call ComputershareProposals with respect to your Fund, Services (“Computershare”), the proxy solicitor for the Funds, toll-free at1-866-200-9096.as applicable.
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PROPOSALS 1(a), 1(b), 2(a)1.A. THROUGH 1.N. AND 2(b)PROPOSALS 2.A. THROUGH 2.J. —ELECTION TO APPROVE THE AMENDMENT OR ELIMINATION, AS APPLICABLE, OF BOARD NOMINEESCERTAIN OF THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF EACH FUND AND, FOR BLACKROCK TOTAL RETURN FUND, AN AMENDMENT TO THE BYLAWS OF BLACKROCK BOND FUND, INC. TO REFLECT THE AMENDMENT OR ELIMINATION OF SUCH FUNDAMENTAL INVESTMENT RESTRICTIONS
SHAREHOLDERS OF EACH FUND VOTING SEPARATELY WITH RESPECT TO THEIR FUND
The purpose of Proposal 1(a)Proposals 1.A. through 1.N. is to elect fifteen Board Nomineesapprove the amendment or elimination, as applicable, of certain of the fundamental investment restrictions of each Fund. In addition, Proposals 1.A., 1.C., 1.D., 1.F., 1.H. and 1.J. include proposed changes to the Boardbylaws of each Group ABlackRock Bond Fund, (Board II).Inc. (“BlackRock Bond Fund”), which require shareholder approval to be implemented, in order to align certain fundamental policies set out in the bylaws with the stated fundamental investment restrictions proposed for Total Return Fund as described in such Proposals.
The purpose of Proposal 1(b) is to elect eleven Board Nominees to the Board of each Group B Fund (Board I).
The purpose of Proposal 2(a)Proposals 2.A. through 2.J is to provide voting instructions to each Group A Feeder Fund with respect to how, the Group A Feeder Fund, as a beneficial owner of the applicable Master Fund, the Feeder Fund should vote in connection with the electionproposals to approve the amendment or elimination, as applicable, of fifteen Board Nominees tocertain of the Boardfundamental investment restrictions of the applicable Master Fund.Fund, as contemplated by Proposals 1.A. through 1.J., as applicable.
The Investment Company Act requires registered investment companies, such as the Funds, to have certain specific investment policies that can be changed only with shareholder approval. Investment companies may also elect to designate other policies that may be changed only with a shareholder vote. Both types of policies are often referred to as fundamental policies. (In this Proxy Statement, the word “restriction” is sometimes used to describe a policy.) Some fundamental policies were adopted in the past by the Funds to reflect certain regulatory, business or industry conditions which are no longer in effect. In addition, certain of the policies of the Funds that remain required by law are more restrictive than the law requires. As a result, many of the current restrictions unnecessarily limit the investment strategies available to BlackRock in managing the assets of the Funds.
Changes to the fundamental investment policies of the Funds as proposed in Proposal 1, as applicable, are intended to benefit the Funds and their shareholders in the following ways: (i) each of these changes is designed to provide the Funds with greater investment flexibility to pursue their investment objectives and principal investment strategies and/or respond to a changing regulatory and investment environment; and (ii) by reducing to a minimum those policies that can be changed only by shareholder vote, the Funds in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. In the proposed fundamental investment restrictions, references to the Investment Company Act or other applicable law, as applicable, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Securities and Exchange (the “Commission”), Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority.
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The purposeProposals are intended to update the fundamental investment policies of the Funds as set forth below by amending or eliminating certain fundamental investment policies. Each Proposal 2(b) isrelates to a particular fundamental restriction. Shareholders are being asked to vote separately on, and provide voting instructions to BlackRock CoreAlpha Bond Fundseparately with respect to, how BlackRock CoreAlpha Bondeach applicable Proposal. No Proposal to amend or eliminate any fundamental investment policy is contingent upon the approval of any other Proposal. As a result, it may be the case that certain of a Fund’s fundamental investment policies will be amended or eliminated while others will not. If shareholders of a Fund do not approve an applicable Proposal, the current investment policy contained in that Proposal will remain in effect for that Fund. If a Proposal is approved by shareholders at the Meeting, the proposed change to that fundamental investment policy will take effect as beneficial ownersoon as reasonably practicable.
Each Proposal described below sets out the current fundamental investment restriction of CoreAlpha Bond Master Portfolio, should vote in connection witheach Fund to which the electionProposal is applicable. Please note that the charts may not include the exact wording of eleven Board Nominees to the Board of CoreAlpha Bond Master Portfolio.
fundamental investment restrictions described.
A list of the Group A Funds and Groupfundamental investment restrictions that will apply to each Fund if each applicable Proposal is approved by the Fund’s shareholders is set out in Appendix B Funds appears on pages4-6 ofto this Proxy Statement. (Appendix B includes current fundamental investment restrictions that are not proposed to be amended for certain Funds because such current restrictions already reflect the fundamental investment restrictions in effect for other BlackRock-advised Funds (as defined below) and provide maximum investment flexibility.)
The election ofProposal 1 is intended to, among other things, provide BlackRock with greater flexibility in managing the Board Nominees is being proposed as part of a larger initiative to realign and consolidate the Boards overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, the “BlackRock-advised Funds”). That initiative is described in more detail below. If elected by shareholdersportfolios of the Funds, atand, as noted below, in the Meeting,near term certain Funds may take advantage of the Board Nominees would take office effective onJanuaryadditional investment flexibility provided by the amendment or elimination of certain of their current fundamental investment restrictions. However, if Proposal 1 2019 or such later date as will be communicatedis approved for a Fund, unless otherwise disclosed in this Proxy Statement, Fund management does not anticipate material changes to shareholders if the Meeting is adjourned, postponed or delayed.
Explanation of Board Realignment and Consolidation
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) –Fund’s principal investment strategies, and the same individuals compriseFund will continue to be managed subject to the boardsapplicable limitations imposed by the Investment Company Act and the rules and interpretive guidance provided thereunder, as well as the Fund’s investment objective, strategies and policies.
The proposed changes to the bylaws of directors/trustees of the BlackRock-advised Funds within aBlackRock Bond Fund Complex. Itcontemplated by Proposals 1.A., 1.C., 1.D., 1.F. and 1.H., which require shareholder approval to be implemented, will not be made if Total Return Fund shareholders approve Proposal 5. As discussed below in Proposal 5, it is proposed that the three current boardsbylaws of directors/trusteesBlackRock Bond Fund be amended to remove fundamental policies and references thereto. In the event that Proposal 5 is approved by Total Return Fund’s shareholders in addition to Proposal 1, rather than BlackRock Bond Fund’s bylaws being amended pursuant to Proposals 1.A., 1.C., 1.D., 1.F. and 1.H., all fundamental policies of BlackRock Bond Fund Complexes they overseeand references thereto will be realignedremoved from the bylaws of BlackRock Bond Fund. If shareholders do not approve Proposals 1.A., 1.C., 1.D., 1.F. and/or 1.H. but do approve Proposal 5, the fundamental policies and consolidated into two boardsreferences thereto will be removed from BlackRock Bond Fund’s bylaws. If shareholders of directors/trusteesTotal Return Fund do not approve Proposal 5 but do approve Proposals 1.A., 1.C., 1.D., 1.F. and/or 1.H., then BlackRock Bond Fund’s bylaws will be amended to reflect the amended or eliminated fundamental investment restrictions, as applicable. If none of Proposals 1.A., 1.C., 1.D., 1.F. and two Fund Complexes. Subject1.H. and Proposal 5 is approved by Total Return Fund’s shareholders, no changes will be made to shareholder approval, one board of directors/trustees (referred to in this Proxy Statement as “Board I”) would focus onBlackRock Bond Fund’s bylaws.
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Proposals 1.A. and 2.A.—To Approve the oversightAmendment of the BlackRock-advisednon-index fixed-income mutual fundsFundamental Investment Restriction Regarding Concentration and, all of the BlackRock-advisedclosed-end funds within the BlackRockfor Total Return Fund, complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this Proxy Statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements.
Board I is expected to be comprised of all of the current directors/trustees who currently serve on the boards of directors/trustees of the BlackRock-advised Funds in theClosed-End Complex (collectively, the“Closed-End Funds”), plusApprove an additional director/trustee who currently
serves on the boards of directors/trustees of the Equity-Bond Funds (collectively, the “Equity-Bond Board”). Board II is expected to be comprised of directors/trustees who currently serve on the boards of directors/trustees of the Equity-Liquidity Funds (collectively, the “Equity-Liquidity Board”) and directors/trustees who currently serve on the Equity-Bond Board, other than (i) the members of the Equity-Liquidity Board and the Equity-Bond Board who are scheduled to retire at the end of 2018, (ii) the current member of the Equity-Bond Board who has been nominated to serve on Board I and (iii) two current members of the Equity-Liquidity Board who are expected to serve as consultantsAmendment to the Independent Board Members (as defined below)Bylaws of each Group ABlackRock Bond Fund followingto Reflect the realignment and consolidation. As discussed below, this realignment and consolidation is expected to enable eachAmendment of Board I and Board II to focus attention on issues of particular relevance to the types of funds that they oversee and to streamline and enhance the effectiveness of board oversight of the applicable Fund Complex.
Such Fundamental Investment Restriction.
Reasons for Board Realignment and ConsolidationFunds affected:
At meetings held in July 2018, the Equity-Liquidity Board and the Equity-Bond Board each determined that the board realignment and consolidation could provide benefits to shareholders of the Equity-Liquidity Funds and the Equity-Bond Funds, respectively. Each Board has reviewed the qualifications and backgrounds of the Board Nominees and believes that they are experienced in overseeing investment companies and are familiar with the BlackRock Total Return Fund complex and BlackRock. In addition, Board Members have had the opportunity to meet with their counterparts on other boards of directors/trustees in the BlackRock Fund complex. In particular, the Board Members considered:
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The Equity-Liquidity Board has concluded that the Board Nominees to Board II have the requisite capacity and expertise to oversee all of the Group A Funds and recommends that shareholders of Group A Funds vote for Proposal 1(a) and, if applicable, provide voting instructions for Proposal 2(a), and has concluded that the Board Nominees to Board I have the requisite capacity and expertise to oversee all of the Group B Funds and recommends that shareholders of Group B Funds vote for Proposal 1(b) and, if applicable, provide voting instructions for Proposal 2(b).
The Proposals described in this Proxy Statement were considered and approved by the Existing Board Members who were present at the July Meetings. You are being asked to elect the Board Nominees to serve as the Board of your Fund(s). Each Board I Nominee has consented to serve on the Boards of the Group B Funds if elected by shareholders. Each Board II Nominee has consented to serve on the Boards of the Group A Funds if elected by shareholders. If, however, before the election, a Nominee is unable to serve or for good cause will not serve, proxies may be voted for a replacement Board Nominee, if any, designated by the current Board Members of your Fund.
The nominations of the Board Nominees have been approved by the Existing Board Members. Information about the Board Nominees for your Fund’s Board is set forth below.
Nominees for EachBlackRock Tactical Opportunities Fund Board
BlackRock Global Long/Short Credit Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
BlackRock CoreAlpha Bond Fund
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio
Master Total Return Portfolio
CoreAlpha Bond Master Portfolio
The Board of each Equity-Liquidityapplicable Fund currently consists of 13 Board Members, 11 of whom are not “interested persons” (as defined in the Investment Company Act) (the “Independent Board Members”)has proposed that shareholders of the Funds. One current Board Member, Rodney D. Johnson, is scheduled to retire from the Board of each Fund as of December 31, 2018, and therefore is not standing forre-election. Two current Board Members, Robert C. Robb, Jr. and Frederick W. Winter, are also not seekingre-election and are expected to serve as consultantsapprove an amendment 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 Board recommends, with respect to each of the Group A Funds, a vote“FOR” the election of each of Bruce R. Bond, Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Lena G. Goldberg, Robert M. Hernandez, Henry R. Keizer, Cynthia A. Montgomery, Donald C. Opatrny, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. UrishFund’s fundamental investment restriction regarding concentration and, Claire A. Walton (the “Board II Nominees”).
The Board recommends, with respect to each of the Group B Funds, a vote“FOR” the election of each of Michael J. Castellano, Richard E. Cavanagh, Cynthia L. Egan, Frank J. Fabozzi, Robert Fairbairn, Henry Gabbay, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch, John M. Perlowski and Karen P. Robards (the “Board I Nominees”). Each Board I Nominee other than Henry Gabbay currently serves as a director/trustee of theClosed-End Funds. Each director/trustee of theClosed-End Funds is elected each year (or every three years, in the case ofClosed-End Funds with three classes Total Return Fund, an amendment to the bylaws of directors/trustees)BlackRock Bond Fund to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 5 by the shareholders of theClosed-End Funds. Henry Gabbay currently serves as an Independent Board Member of each Equity-Bond Fund. Henry Gabbay served as a director/trustee of theClosed-End Funds from 2007 through 2014.Total Return Fund’s shareholders.
Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Cynthia A. Montgomery, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and Claire A. Walton currently
serve as Board Members of the Funds, and each of the foregoing except Robert Fairbairn was previously elected by shareholders of the Funds.
All of the Board Nominees, other than John M. Perlowski and Robert Fairbairn, are not “interested persons” of the Funds (the “Independent Board Nominees”). Robert Fairbairn and John M. Perlowski each currently serves as a Board Member of each Fund, as well as a director/trustee of theClosed-EndCurrent Fundamental Investment Restriction Regarding Concentration Funds and the Equity-Bond Funds, and is considered an “interested person” of the Funds because of his affiliation with BlackRock, Inc. and its affiliates. 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.
The Board Nominees were unanimously recommended by the Independent Board Members offollowing table sets out 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 Fund or Portfolio thereof 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, for all of the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee (the “Governance Committee”) of the Existing Board of each respective Fund.
Subject to the Funds’ shareholders electing the applicable Board Nominees, it is anticipated that following the Board realignment and consolidation, Mark Stalnecker, theFund’s current Chair Elect of the boards of directors/trustees of the Equity-Liquidity Funds, will serve as the Chair of the Boards of the Group A Funds. 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, Richard E. Cavanagh and Karen P. Robards, the current Chair and Vice Chair, respectively, of the boards of directors/trustees of theClosed-End Funds, will serve asCo-Chairs of the Boards of the Group B Funds.
The Governance 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 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 each Independent Board Nominee that is not a current Board Member satisfies the standards contemplated by the Statement of Policy. The Boards believe that, collectively, the Independent Board Members/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/Nominees is their ability to review critically, evaluate, question and discuss information provided to
them, to interact effectively with the Funds’fundamental investment advisers,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 (and any predecessor funds), other investment funds, public companies, ornot-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.
Board II Nominees (Group A Funds)
Certain biographical and other information relating to the Board II Nominees is set forth below.
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The table below discusses some of the experiences, qualifications and skills of each of the Board II Nominees that support the conclusion that they should serve (or continue to serve) on the Boards of the Group A Funds.restriction regarding concentration:
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| The Fund may not purchase any securities which would cause 25% or more of the value of the Fund’s total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to (i) instruments issued or guaranteed by the United States and tax exempt instruments issued by any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. | |
BlackRock Total Return Fund, BlackRock Global Long/Short Credit Fund, BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio | The Fund may not invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities). | |
BlackRock Strategic Income Opportunities Portfolio | The Fund may not purchase any securities which would cause 25% or more of the value of the Fund’s total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) the Fund may cause 25% or more of its total assets at the time of purchase to be invested in the securities of one or more investment companies; (b) there is no limitation with respect to (i) instruments issued or guaranteed by the United States and tax exempt instruments issued by any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (c) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents; and (d) utilities will be divided according to their services; for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry. For purposes of the concentration policy, the Fund will look through to the portfolio holdings of the underlying funds in which it invests and will aggregate the holdings of the underlying funds (on a pro rata basis based on the Fund’s investment in each underlying fund) to determine concentration in a particular industry in accordance with the concentration policy provided above. For the purposes of this policy, only those underlying funds that are part of the BlackRock family of funds will be aggregated; the Fund will not aggregate underlying fund holdings, if any, in underlying funds outside of the BlackRock family of funds. | |
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Board I Nominees (Group B Funds)
Certain biographical and other information relating to the Board I Nominees is set forth below.
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For each applicable Fund, other than BlackRock U.S. Mortgage Portfolio, the proposed fundamental investment restrictionwould state that the Fund may not: “concentrate its investments in a particular industry, as that term is used in the Investment Company Act.” For Total Return Fund, it is also proposed that the fundamental policy in BlackRock Bond Fund’s bylaws relating to concentration be amended to conform to the proposed fundamental investment restriction regarding concentration set out above, subject to approval of Proposal 5 by Total Return Fund’s shareholders. For BlackRock U.S. Mortgage Portfolio only, the proposed fundamental investment restriction would state that the Fund may not: “concentrate its investments in a particular industry, as that term is used in the Investment Company Act; provided, that the Fund will invest at least 25% of its total assets in non-agency mortgage-backed securities, which for purposes of this investment restriction the Fund will treat as an industry or group of industries.” Rationale While the Investment Company Act does not define what constitutes “concentration” in an industry, the Commission has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry constitutes concentration. It is possible that interpretations of concentration could change in the future. The applicable Funds’ current fundamental policies on concentration vary. The Funds’ current fundamental policies reflect the 25% test noted above that is the Commission’s current interpretation of concentration. If this interpretation were to change, each applicable Fund would not be able to change its concentration policy without seeking shareholder approval. The proposed investment restriction does not contain a stated percentage limitation and will be interpreted to refer to concentration as it may be interpreted from time to time. BlackRock U.S. Mortgage Portfolio is seeking to amend its concentration policy to provide that the Fund will concentrate in non-agency mortgage-backed securities to enhance its ability to execute its principal investment strategies. The Fund’s strategy of concentrating in non-agency |
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mortgage-backed securities means that its performance will be closely tied to the performance of a particular market segment. The table below discusses someFund’s concentration in these securities may present more risks than if it were broadly diversified over numerous industries and sectors of the experiences, qualificationseconomy. A downturn in these securities would have a larger impact on the Fund than on a mutual fund that does not concentrate in such securities. At times, the performance of these securities will lag the performance of other industries or the broader market as a whole.
Proposals 1.B. and skills2.B.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and the Issuance of Senior Securities.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
The Board of each applicable Fund has proposed that shareholders of the Board I NomineesFund approve an amendment to the fundamental investment restriction regarding borrowing and the issuance of senior securities.
Current Fundamental Investment Restriction Regarding Borrowing and the Issuance of Senior Securities
Under each applicable Fund’s current fundamental investment restriction regarding borrowing and the issuance of senior securities, the Fund may not issue senior securities, borrow money or pledge its assets, except that support the conclusion that they should serve (or continue to serve) on the Boardsit may borrow from banks or enter into reverse repurchase agreements or dollar rolls in amounts aggregating not more than 331/3% of the Group B Funds.value of its total assets (calculated when the loan is made) to take advantage of investment opportunities and may pledge up to 331/3% of the value of its total assets to secure such borrowings. Each Fund is also authorized to borrow an additional 5% of its total assets without regard to the foregoing limitations for temporary purposes such as clearance of portfolio transactions and share redemptions. For purposes of these restrictions, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be the issuance of a senior security, a borrowing or a pledge of assets.
Proposed Fundamental Investment Restrictions Regarding Borrowing and the Issuance of Senior Securities
The proposed fundamental investment restrictionsof each applicable Fund would state that the Fund may not: “borrow money, except as permitted under the Investment Company Act” and “issue senior securities to the extent such issuance would violate the Investment Company Act.”
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Rationale
All mutual funds are required to have a fundamental policy regarding the borrowing of money. The Investment Company Act permits a fund to borrow money in amounts of up to one-third of the fund’s total assets from banks for any purpose, and to borrow up to an additional 5% of the fund’s total assets from banks or other lenders for temporary purposes. Each Fund has received an exemptive order from the Commission (the “IFL Order”), as further described below, that permits it to borrow from BlackRock-advised Funds (as defined below), which are not banks, to the limited extent necessary to implement the Interfund Lending Program (as defined below) to the extent consistent with the Fund’s investment restrictions and policies and subject to compliance with the conditions of the IFL Order. To limit the risks attendant to borrowing, the Investment Company Act requires a fund to maintain an “asset coverage” of at least 300% of the amount of its borrowings, provided that in the event that the fund’s asset coverage falls below 300%, the fund is required to reduce the amount of its borrowings so that it meets the 300% asset coverage threshold within three days (not including Sundays and holidays). Moreover, the current restrictions require certain Funds to include reverse repurchase agreements in their one-third borrowing limit. However, under new Rule 18f-4 under the Investment Company Act, which governs registered funds’ use of derivatives and has a compliance date of August 19, 2022, reverse repurchase agreements and similar financing transactions may either be treated as borrowings and subject to the Investment Company Act restrictions or may be treated as derivatives.
In addition, all mutual funds are required to have a fundamental policy regarding the issuance of senior securities. The Investment Company Act prohibits an open-end investment company from issuing any class of senior security, or selling any class of senior security of which it is the issuer, except that the investment company may borrow from a bank provided that immediately after any such borrowing there is asset coverage of at least 300% for all of its borrowings.
Each applicable Fund’s current investment restriction as it relates to borrowing limits borrowings to borrowings from banks in amounts not exceeding 331/3% of total assets to take advantage of investment opportunities and an additional 5% for temporary purposes. The proposed investment restriction regarding borrowing will permit an applicable Fund to borrow to the fullest extent permitted by the Investment Company Act and related interpretations, as in effect from time to time, and in situations and under circumstances in which it previously could not do so. Borrowing may cause the value of a Fund’s shares to be more volatile than if the Fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of a Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. There also are costs associated with borrowing money, and these costs would offset and could eliminate a Fund’s net investment income in any given period.
Additionally, pursuant to the IFL Order, each applicable Fund, to the extent permitted by its investment policies and restrictions and subject to meeting the conditions of the IFL Order, has the ability to borrow money from certain other funds advised by BlackRock or BlackRock Fund Advisors (“BFA”) or any successor thereto or an investment adviser controlling, controlled by, or under common control with BlackRock or BFA or any successor thereto (“BlackRock-advised Funds”) pursuant to a master interfund lending agreement (the “Interfund Lending Program”). Under the Interfund Lending Program, a Fund may borrow money for temporary purposes directly from certain other BlackRock-advised Funds (an “Interfund Loan”). All Interfund Loans would consist only of uninvested cash reserves that the lending BlackRock-advised Fund
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otherwise would invest in short-term repurchase agreements or other short-term instruments. Each applicable Fund’s current fundamental investment restriction as it relates to borrowing would limit the Fund’s ability to borrow under the Interfund Lending Program in certain circumstances. Under the proposed investment restriction regarding borrowing, each applicable Fund would be able to conduct all borrowing from other BlackRock-advised Funds up to the prescribed limits under the Investment Company Act through the Interfund Lending Program, which the Board of each applicable Fund believes could provide the Fund access to lower interest rates on such borrowed amounts than those that typically would be payable under short-term loans offered by banks or custodian overdrafts.
Proposals 1.C. and 2.C.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction.
Funds affected:
BlackRock Total Return Fund
BlackRock Global Long/Short Credit Fund
BlackRock CoreAlpha Bond Fund
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio
Master Total Return Portfolio
CoreAlpha Bond Master Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding borrowing and, in the case of Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
Current Fundamental Investment Restriction Regarding Borrowing
The following table sets out each applicable Fund’s current fundamental investment restriction regarding borrowing:
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BlackRock Global Long/Short Credit Fund | The Fund may not borrow money, except that (a) the Fund, to the extent permitted by applicable law, may borrow from banks (as defined in the Investment Company Act), other affiliated investment companies and other persons or through reverse repurchase agreements in amounts up to 33 | |
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In addition, the bylaws of BlackRock Bond Fund, Inc. state that it is a fundamental policy of BlackRock Bond Fund not to issue senior securities, or borrow amounts in any series of BlackRock Bond Fund in excess of 5% of the total assets of such series, taken at market value at the time of the borrowing, and then only from banks as a temporary measure for extraordinary or emergency purposes.
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Proposed Fundamental Investment Restriction Regarding Borrowing
The proposed fundamental investment restrictionof each applicable Fund would state that the Fund may not: “borrow money, except as permitted under the Investment Company Act.”
For Total Return Fund, it is also proposed that the fundamental policy in BlackRock Bond Fund’s bylaws relating to borrowing and the issuance of senior securities be replaced with the proposed fundamental investment restriction regarding borrowing set out above, subject to approval of Proposal 5 by Total Return Fund’s shareholders. (As described below in connection with Proposal 1.D., it is also proposed that this same restriction be replaced with the proposed fundamental restriction regarding the issuance of senior securities.)
Rationale
See the discussion under “Proposals 1.B. and 2.B.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and the Issuance of Senior Securities—Rationale” for a discussion of the rationale for amending the current fundamental investment restriction regarding borrowing for each applicable Fund other than CoreAlpha Bond Fund and CoreAlpha Bond Master.
For CoreAlpha Bond Fund and CoreAlpha Bond Master, the proposed fundamental investment restriction is substantially similar to the current investment restriction in the flexibility it provides to CoreAlpha Bond and CoreAlpha Bond Master with respect to borrowing because, as noted above, the reference to the “Investment Company Act” in the proposed investment restriction will include the rules, regulations and any orders obtained thereunder. However, the proposed investment restriction would allow for greater flexibility with respect to borrowing to the extent the Investment Company Act, including any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission, provides greater flexibility in the future. The proposed investment restriction is also intended to align CoreAlpha Bond Fund’s and CoreAlpha Bond Master’s fundamental restriction regarding borrowing with that of certain other BlackRock-advised Funds. In addition, the proposed investment restriction would not affect CoreAlpha Bond Fund’s and CoreAlpha Bond Master’s ability to borrow money through the Interfund Lending Program, as such Funds’ current investment restriction permits such Funds to conduct all borrowing from other BlackRock-advised Funds up to the prescribed limits under the Investment Company Act through the Interfund Lending Program.
Proposals 1.D. and 2.D.—To Approve the Amendment of the Fundamental Investment Restriction Regarding the Issuance of Senior Securities and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction.
Funds affected:
BlackRock Total Return Fund
BlackRock Global Long/Short Credit Fund
BlackRock CoreAlpha Bond Fund
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
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BlackRock U.S. Mortgage Portfolio
Master Total Return Portfolio
CoreAlpha Bond Master Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding the issuance of senior securities and, in the case of Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
Current Fundamental Investment Restriction Regarding the Issuance of Senior Securities
The following table sets out each applicable Fund’s current fundamental investment restriction regarding the issuance of senior securities:
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In addition, the bylaws of BlackRock Bond Fund state that it is a fundamental policy of BlackRock Bond Fund not to issue senior securities, or borrow amounts in any series of BlackRock Bond Fund in excess of 5% of the total assets of such Portfolio, taken at market value at the time of the borrowing, and then only from banks as a temporary measure for extraordinary or emergency purposes.
Proposed Fundamental Investment Restriction Regarding the Issuance of Senior Securities
The proposed fundamental investment restrictionof each applicable Fund would state that the Fund may not: “issue senior securities to the extent such issuance would violate the Investment Company Act.”
For Total Return Fund, it is also proposed that the fundamental policy in BlackRock Bond Fund’s bylaws relating to borrowing and the issuance of senior securities be replaced with the proposed fundamental investment restriction set out above, subject to approval of Proposal 5 by Total Return Fund’s shareholders, in addition to the proposed fundamental restriction regarding borrowing described above under Proposal 1.C.
Rationale
All mutual funds are required to have a fundamental policy regarding the issuance of senior securities. The Investment Company Act prohibits an open-end investment company from issuing any class of senior security, or selling any class of senior security of which it is the issuer, except that the investment company may borrow from a bank provided that immediately after any such borrowing there is asset coverage of at least 300% for all of its borrowings.
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The sole change in the proposed investment restriction for each Fund other than CoreAlpha Bond Fund and CoreAlpha Bond Master is to reference to the “Investment Company Act,” rather than “applicable law.” This change is intended to provide greater specificity as to any potential limitations on the ability of each Fund to issue senior securities.
For CoreAlpha Bond Fund and CoreAlpha Bond Master, the proposed fundamental investment restriction is substantially similar to the current investment restriction in the flexibility it provides to CoreAlpha Bond and CoreAlpha Bond Master with respect to the issuance of senior securities because, as noted above, the reference to the “Investment Company Act” in the proposed investment restriction will include the rules, regulations and any orders obtained thereunder. However, the proposed investment restriction would allow for greater flexibility with respect to the issuance of senior securities to the extent the Investment Company Act, including any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority, provides such greater flexibility in the future. In addition, the proposed investment restriction is intended to align CoreAlpha Bond Fund’s and CoreAlpha Bond Master’s fundamental restriction regarding the issuance of senior securities with that of certain other BlackRock-advised Funds.
Proposals 1.E. and 2.E.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Real Estate.
Funds affected: all Funds
The Board of each Fund has proposed that shareholders of the applicable Fund approve an amendment to the fundamental investment restriction regarding investing in real estate.
Current Fundamental Investment Restriction Regarding Investing in Real Estate
The following table sets out each applicable Fund’s current fundamental investment restriction regarding investing in real estate:
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BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock Low Duration Bond Portfolio and | The Fund may not purchase or sell real estate, except that the Fund may purchase securities of issuers which deal in real estate and may purchase securities which are secured by interests in real estate. | |
BlackRock Total Return Fund, BlackRock Long-Horizon Equity Fund, BlackRock Strategic Global Bond Fund, Inc., BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio | The Fund may not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein. |
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Applicable Funds | Current Fundamental Investment Restriction | |
BlackRock Global Long/Short Credit Fund | The Fund may notpurchase, hold or deal in real estate, although the Fund may purchase and sell securities that are secured by real estate or interests therein, securities of real estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by the Fund as a result of the ownership of securities. | |
BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio | The Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). |
Proposed Fundamental Investment Restriction Regarding Investing in Real Estate
The proposed investment restrictionof each Fund would state that the Fund may not: “purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments.”
Rationale
The Investment Company Act does not prohibit a fund from owning real estate or investing in real estate mortgage loans; however, a fund is limited in the amount of illiquid assets it may purchase by Rule 22e-4 under the Investment Company Act (real estate may be considered illiquid). Investing in real estate may involve risks, including that real estate is generally considered illiquid and may be difficult to value and sell. Owners of real estate may be subject to various liabilities, including environmental liabilities.
Currently, each Fund is not permitted to purchase or sell real estate, but it may invest in certain real estate-related securities. As a general rule, each Fund currently does not intend to purchase or sell real estate. However, each Fund wishes to preserve the flexibility to invest in certain real estate-related securities consistent with its investment objective and strategies. The proposed investment restriction would allow each Fund to invest in a potentially greater universe of real estate-related securities than the current investment restriction by permitting investments in securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business. In addition, the proposed investment restriction would permit each Fund to purchase and hold real estate as a result of the ownership of securities or other instruments.
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Proposals 1.F. and 2.F.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Underwriting and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction.
Funds affected: all Funds
The Board of each Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding underwriting and, in the case of Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
Current Fundamental Investment Restriction Regarding Underwriting
The following table sets out each applicable Fund’s current fundamental investment restriction regarding underwriting:
Applicable Funds | Current Fundamental Investment Restriction | |
BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock Low Duration Bond Portfolio and BlackRock Strategic Income Opportunities Portfolio | The Fund may not act as an underwriter of securities within the meaning of the Securities Act of 1933 except to the extent that the purchase of obligations directly from the issuer thereof, or the disposition of securities, in accordance with the Fund’s investment objective, policies and limitations may be deemed to be underwriting. | |
BlackRock Total Return Fund, BlackRock Long-Horizon Equity Fund, BlackRock Strategic Global Bond Fund, Inc., BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio | The Fund may not underwrite securities of other issuers except insofar as the Fund technically may be deemed an underwriter under the Securities Act of 1933 in selling portfolio securities. | |
BlackRock Global Long/Short Credit Fund | The Fund may notunderwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting. | |
BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio | The Fund may not underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with the Fund’s investment program may be deemed to be an underwriting; and provided further, that the purchase by the Fund of securities issued by an open-end management investment company, or a series thereof, with substantially the same investment objective, policies and restrictions as the Fund shall not constitute an underwriting for purposes of this paragraph. |
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In addition, the bylaws of BlackRock Bond Fund state that it is a fundamental policy of BlackRock Bond Fund not to underwrite securities of other issuers except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 (the “Securities Act”) in selling portfolio securities.
Proposed Fundamental Investment Restriction Regarding Underwriting
The proposed fundamental investment restrictionof each Fund would state that the Fund may not: “underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.”
For Total Return Fund, it is also proposed that the fundamental policy in BlackRock Bond Fund’s bylaws relating to underwriting be replaced with the proposed fundamental investment restriction regarding underwriting set out above, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
Rationale
All mutual funds are required to have a fundamental policy regarding engaging in the business of underwriting the securities of other issuers. The Investment Company Act permits a fund to engage in the business of underwriting securities within certain limits. Under its current investment restriction, each Fund is prohibited from underwriting securities issued by others, subject to certain exceptions which vary by Fund. The proposed investment restriction would permit each Fund to underwrite the securities of other issuers to the fullest extent permitted by applicable law, and thus would give each Fund greater flexibility to respond to future investment opportunities, subject to its investment objective and strategies.
The current investment restrictions permit certain Funds to sell portfolio securities, even if the Fund technically may be deemed an underwriter under the Securities Act. This exception refers to a technical provision of the Securities Act which deems certain persons to be “underwriters” if they purchase a security from the issuer and later sell it to the public. Although it is not believed that the application of this Securities Act provision would cause a Fund to be engaged in the business of underwriting, the proposed investment restriction would be interpreted not to prevent the Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether it may be considered to be an underwriter under the Securities Act. Under the Securities Act, an underwriter may be liable for material omissions or misstatements in an issuer’s registration statement or prospectus.
Securities purchased from an issuer and not registered for sale under the Securities Act are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the Securities Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to the extent a Fund invests in restricted securities.
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Proposals 1.G. and 2.G.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Commodities.
Funds affected: all Funds
The Board of each Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding investing in commodities.
Current Fundamental Investment Restriction Regarding Investing in Commodities
The following table sets out each applicable Fund’s current fundamental investment restriction regarding investing in commodities:
Applicable Funds | Current Fundamental Investment Restriction(s) | |
BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio and BlackRock Low Duration Bond Portfolio | The Fund may not purchase or sell commodities except that the Fund may, to the extent appropriate to its investment policies, purchase securities of companies engaging in whole or in part in such activities, may engage in currency transactions and may enter into futures contracts and related options. | |
BlackRock Total Return Fund, BlackRock Global Long/Short Credit Fund, BlackRock Long-Horizon Equity Fund, BlackRock Strategic Global Bond Fund, Inc., BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio | The Fund may not purchase or sell commodities or contracts on commodities, except to the extent that a Fund may do so in accordance with applicable law and the Fund’s Prospectus and Statement of Additional Information, as they may be amended from time to time, and without registering as a commodity pool operator under the Commodity Exchange Act. | |
For BlackRock Strategic Income Opportunities Portfolio | The Fund may not purchase or sell commodities except that the Fund may, to the extent appropriate to its investment policies, purchase securities of companies engaging in whole or in part in such activities, may engage in currency transactions and may enter into futures contracts and related options, to the extent permitted by applicable law. | |
BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio | The Fund may not purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction, (ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or sale of commodities acquired as a result of ownership of securities or other instruments. |
Proposed Fundamental Investment Restriction Regarding Investing in Commodities
The proposed fundamental investment restrictionof each Fund would state that the Fund may not: “purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.”
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Rationale
The Investment Company Act does not prohibit a fund from owning commodities, whether physical commodities or contracts related to physical commodities (such as oil or grains and related futures contracts), or financial commodities and contracts related to financial commodities (such as currencies and, possibly, currency futures). The value of commodities and commodity-related instruments may be extremely volatile and may be affected either directly or indirectly by a variety of factors. There also may be storage charges and risks of loss associated with physical commodities.
The current investment restriction of certain Funds requires that the Fund’s purchase and sale of commodities or contracts on commodities not cause it to have to register as a commodity pool operator (“CPO”) under the Commodity Exchange Act. Under the current rules of the Commodity Futures Trading Commission (“CFTC”), BlackRock, as the investment adviser, and not the Fund, would be the entity required to register as a CPO to the extent a Fund’s commodity investments exceeded certain thresholds. The proposed investment restriction removes the outdated reference to a Fund potentially being required to register as a CPO as a result of its commodity investments. BlackRock would register as a CPO with respect to a Fund if the Fund’s commodity investments require BlackRock to so register under applicable CFTC rules. The proposed investment restriction also references the “Investment Company Act,” rather than “applicable law,” to provide greater specificity as to any potential limitations on each Fund’s ability to purchase or sell commodities and commodity contracts.
As noted below in connection with Proposal 1.K., certain Funds are also seeking shareholder approval to eliminate a separate fundamental investment restriction regarding purchasing commodities contracts and investing in oil, gas or mineral exploration or development programs.
Proposals 1.H. and 2.H.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Lending and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction.
Funds affected: all Funds
The Board of each Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding lending and, in the case of Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund to make conforming changes to the corresponding fundamental policy in the bylaws, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
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Current Fundamental Investment Restriction Regarding Lending
The following table sets out each applicable Fund’s current fundamental investment restriction regarding lending:
Applicable Funds | Current Fundamental Investment Restriction | |
BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock Low Duration Bond Portfolio and BlackRock Strategic Income Opportunities Portfolio | The Fund may not make loans, except that the Fund may purchase and hold debt instruments and enter into repurchase agreements in accordance with its investment objective and policies and may lend portfolio securities. | |
BlackRock Total Return Fund, BlackRock Strategic Global Bond Fund, Inc. and Master Total Return Portfolio | The Fund may not make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in its Prospectus and Statement of Additional Information, as they may be amended from time to time. | |
BlackRock Global Long/Short Credit Fund | The Fund may notmake loans, except through (a) the purchase of debt obligations in accordance with the Fund’s investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions, (c) loans of securities as permitted by applicable law, and (d) loans to affiliates of the Fund to the extent permitted by law. | |
BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio | The Fund may not make loans to other parties, except to the extent permitted under the Investment Company Act, including the rules, regulations and any orders obtained thereunder. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt securities are not deemed to be the making of loans. | |
BlackRock Long-Horizon Equity Fund and BlackRock U.S. Mortgage Portfolio | The Fund may not make loans to other persons, except (i) that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements, purchase and sale contracts or any similar instruments shall not be deemed to be the making of a loan; (ii) that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in the Fund’s Registration Statement, as it may be amended from time to time; and (iii) as may otherwise be permitted by an exemptive order issued to the Fund by the Securities and Exchange Commission. |
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In addition, the bylaws of BlackRock Bond Fund state that it is a fundamental policy of BlackRock Bond Fund not to:
1. | make loans, except to lend portfolio securities as provided immediately below and except through the purchase of obligations in private placements (the purchase of publicly-traded obligations not being considered the making of a loan). |
2. | lend portfolio securities of any series of BlackRock Bond Fund in excess of 20% of the total assets of such series, taken at market value at the time of the loan, and provided that such loans shall be made in accordance with guidelines set forth in the BlackRock Bond Fund’s bylaws. |
Proposed Fundamental Investment Restriction Regarding Lending
The proposed fundamental investment restrictionof each Fund would state that the Fund may not: “make loans to the extent prohibited by the Investment Company Act.”
For Total Return Fund, it is also proposed that the fundamental policies in BlackRock Bond Fund’s bylaws relating to lending be replaced with the proposed fundamental investment restriction regarding lending set out above, subject to approval of Proposal 5 by Total Return Fund’s shareholders.
Rationale
The Investment Company Act does not prohibit a fund from making loans; however, Commission staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the use of repurchase agreements.
Each Fund’s current fundamental restriction regarding lending generally prohibits the making of loans, but specifies that investments in certain debt instruments, repurchase agreements and similar instruments, as applicable, and the lending of portfolio securities are not subject to the restriction. The proposed investment restriction will permit each Fund to make loans, unless prohibited by the Investment Company Act, thus providing potentially greater flexibility. Making loans involves risks. In determining whether to make a direct loan, a Fund will rely primarily upon the creditworthiness of the borrower and/or any collateral for payment of interest and repayment of principal. Among other things, in making a direct loan, a Fund is exposed to the risk that the borrower may default or become insolvent and, consequently, that the Fund will lose money on the loan. Furthermore, direct loans may subject a Fund to liquidity and interest rate risk and certain direct loans may be deemed illiquid. Direct loans are not publicly traded and may not have a secondary market. The lack of a secondary market for direct loans may have an adverse impact on the ability of a Fund to dispose of a direct loan and/or to value the direct loan. If Proposals 1.H. and 2.H., as applicable, are approved by shareholders of Total Return Fund, Master Total Return, BlackRock Global Long/Short Credit Fund, BlackRock Strategic Income Opportunities Portfolio and BlackRock Strategic Global Bond Fund, Inc., such Funds may utilize the additional flexibility provided by the proposed investment restriction to engage in direct lending in the near term.
Each Fund, except BlackRock CoreAlpha Bond Fund, CoreAlpha Bond Master Portfolio, BlackRock Global Long/Short Credit Fund and BlackRock U.S. Mortgage Portfolio, is not permitted to lend through the Interfund Lending Program under its current investment restriction, but, subject to prior Board approval to participate as lenders in the Interfund Lending Program,
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would be permitted to lend through the Interfund Lending Program under the proposed investment restriction regarding lending. Under the Interfund Lending Program, the Funds would be able to lend money for temporary purposes directly to certain other BlackRock-advised Funds. All Interfund Loans would consist only of uninvested cash reserves that the lending BlackRock-advised Fund otherwise would invest in short-term repurchase agreements or other short-term instruments. The Board of each Fund believes that the ability to borrow and lend between and among the BlackRock-advised Funds, subject to compliance policies and procedures designed to ensure compliance with the terms and conditions of the IFL Order, would benefit both the borrower and lender. The Board of each Fund believes that short-term cash loans made directly to other BlackRock-advised Funds could earn interest at a rate higher than the Funds otherwise would obtain from investing its cash in repurchase agreements or certain other short-term money market instruments.
The current fundamental restriction regarding lending of each of BlackRock CoreAlpha Bond Fund, CoreAlpha Bond Master Portfolio and BlackRock U.S. Mortgage Portfolio provides an additional exception for loans permitted by a Commission exemptive order. BlackRock Global Long/Short Credit Fund’s current fundamental restriction regarding lending provides an exception for loans to affiliates of the Fund to the extent permitted by law. Such exceptions currently permits each of BlackRock CoreAlpha Bond Fund, CoreAlpha Bond Master Portfolio, BlackRock Global Long/Short Credit Fund and BlackRock U.S. Mortgage Portfolio to lend money to certain other BlackRock-advised through the Interfund Lending Program. The proposed investment restriction would not affect such Funds’ ability to lend money through the Interfund Lending Program.
Proposals 1.I. and 2.I.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Diversification.
Funds affected:
BlackRock Tactical Opportunities Fund
BlackRock Global Long/Short Credit Fund
BlackRock Core Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock CoreAlpha Bond Fund
CoreAlpha Bond Master Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve an amendment to the fundamental investment restriction regarding diversification.
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Current Fundamental Investment Restriction Regarding Diversification
The following table sets out each applicable Fund’s current fundamental investment restriction regarding diversification:
Applicable Funds | Current Fundamental Investment Restriction | |
BlackRock Tactical Opportunities Fund, BlackRock Global Long/Short Credit Fund, BlackRock Core Bond Portfolio, BlackRock GNMA Portfolio and BlackRock Low Duration Bond Portfolio | The Fund may not purchase securities of any one issuer (other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or certificates of deposit for any such securities) if more than 5% of the value of the Fund’s total assets would (taken at current value) be invested in the securities of such issuer, or more than 10% of the issuer’s outstanding voting securities would be owned by the Fund or the registrant of which the Fund is a series, except that up to 25% of the value of the Fund’s total assets may (taken at current value) be invested without regard to these limitations. For purposes of this limitation, a security is considered to be issued by the entity (or entities) whose assets and revenues back the security. A guarantee of a security shall not be deemed to be a security issued by the guarantors when the value of all securities issued and guaranteed by the guarantor, and owned by the Fund, does not exceed 10% of the value of the Fund’s total assets. | |
BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio | The Fund may not purchase securities of any issuer if, as a result, with respect to 75% of the Fund’s total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or the Fund’s ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction does not limit the Fund’s investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or investments in securities of other investment companies. |
Proposed Fundamental Investment Restriction Regarding Diversification
The proposed fundamental investment restrictionof each applicable Fund would state that the Fund may not: “make any investment inconsistent with the Fund’s classification as a diversified company under the Investment Company Act.”
Rationale
The Investment Company Act requires each management investment company to state whether it is “diversified” or “non-diversified,” as those terms are defined in the Investment Company Act. Under the Investment Company Act, a “diversified company” must meet the following requirements: at least 75% of the value of its total assets is represented by cash and cash items (including receivables), U.S. government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5% of the value of its total assets and to not more than 10% of the outstanding voting securities of such issuer. A “non-diversified company” means any management investment company other than a diversified company.
No change is being made to each applicable Fund’s designation as a diversified company. Each applicable Fund’s existing current investment restriction regarding diversification generally reflects the Investment Company Act as it is in effect today. The proposed investment restriction would directly tie each applicable Fund’s policy to the Investment Company Act definition of “diversified company.” Further, if the requirements for diversification under the Investment Company Act were to change, each applicable Fund would be able to take advantage of that change without seeking shareholder approval.
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Proposals 1.J. and 2.J.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Elimination of Such Fundamental Investment Restriction.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Total Return Fund
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio
Master Total Return Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding investing for the purpose of exercising control or management and, in the case of Total Return Fund, an amendment to the bylaws of BlackRock Bond Fund to eliminate the corresponding fundamental policy from the bylaws.
Current Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management
The following table sets out each applicable Fund’s current fundamental investment restriction regarding investing for the purpose of exercising control or management:
Applicable Funds | Current Fundamental Investment Restriction | |
BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock Low Duration Bond Portfolio and BlackRock Strategic Income Opportunities Portfolio | The Fund may not purchase securities of companies for the purpose of exercising control. | |
BlackRock Long-Horizon Equity Fund | The Fund may not make investments for the purpose of exercising control or management. Investments by the Fund in wholly owned investment entities created under the laws of |
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Applicable Funds | Current Fundamental Investment Restriction | |
| ||
BlackRock Total Return Fund, BlackRock Strategic Global Bond Fund, Inc., BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio | The Fund may not make investments for the purpose of exercising control or management. |
In addition, the bylaws of BlackRock Bond Fund state that it is a fundamental policy of BlackRock Bond Fund not to make investments for the purpose of exercising control over, or management of, any issuer.
Rationale
There is no requirement under the Investment Company Act that a fund have a fundamental restriction regarding investing for the purpose of exercising control or management. The fundamental restriction was derived from state laws that have been preempted by the federal securities laws. In order to maximize the investment flexibility of each Fund, this restriction is proposed to be eliminated.
Proposal 1.K.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Purchasing Commodities Contracts and Investing in Oil, Gas or Mineral Exploration or Development Programs.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding purchasing commodities contracts and investing in oil, gas or mineral exploration or development programs.
Current Fundamental Investment Restriction Regarding Purchasing Commodities Contracts and Investing in Oil, Gas or Mineral Exploration or Development Programs
Under each applicable Fund’s current fundamental investment restriction regarding purchasing commodities contracts and investing in oil, gas or mineral exploration or development program, the Fund may not purchase or sell commodity contracts, or invest in oil, gas or mineral
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exploration or development programs, except that the Fund may, to the extent appropriate to its investment policies, purchase securities of companies engaging in whole or in part in such activities and may enter into futures contracts and related options.
Rationale
The Investment Company Act does not prohibit a fund from purchasing commodities contracts. The risks of purchasing commodities contracts are generally similar to those of purchasing commodities, which are discussed above in connection with Proposal 1.G.
With respect to investing in oil, gas or mineral explorations or development programs, this fundamental investment restriction was originally adopted to comply with certain state securities laws and regulations that have since been preempted by the federal securities laws. Therefore, eliminating this investment restriction will provide an applicable Fund with additional investment flexibility to engage in otherwise permissible activities. Investments in oil, gas, and other mineral leases, rights or royalty contracts, and in securities which derive their value in part from such instruments, entail certain risks, including price volatility, risks of political and social disturbances, and foreign risks such as the existence of multinational cartels and competition. To the extent that an applicable Fund were to ever invest in such programs, it would remain subject to any applicable Investment Company Act limitations, including limits on the Fund’s ability to purchase illiquid or restricted securities in Rule 22e-4 under the Investment Company Act.
Proposal 1.L.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Acquiring Other Investment Companies.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding acquiring other investment companies.
Current Fundamental Investment Restriction Regarding Acquiring Other Investment Companies
Under each applicable Fund’s current fundamental investment restriction regarding acquiring other investment companies, the Fund may not acquire any other investment company or investment company security except in connection with a merger, consolidation, reorganization or acquisition of assets or where otherwise permitted by the Investment Company Act.
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Rationale
Each applicable Fund’s fundamental investment restriction regarding investing in other investment companies was based on requirements no longer applicable to open-end funds. Moreover, in the absence of this policy, each applicable Fund is still subject to the limitations on investments in other investment companies imposed on all open-end funds under Section 12(d) of the Investment Company Act and the rules thereunder. In general, under Section 12(d)(1)(A) of the Investment Company Act, an investment company (“Acquiring Fund”) cannot acquire shares of another investment company (“Acquired Fund”) if, after the acquisition, (i) the Acquiring Fund would own more than 3% of the Acquired Fund’s securities; (ii) more than 5% of the total assets of the Acquiring Fund would be invested in the Acquired Fund; and (iii) more than 10% of the total assets of the Acquiring Fund would be invested in other investment companies (including the Acquired Fund). Therefore, eliminating this fundamental investment restriction will provide a Fund with additional investment flexibility to engage in otherwise permissible activities under the Investment Company Act, which was already reflected in the current fundamental investment restriction. To the extent a Fund invests a portion of its assets in shares of other investment companies, the Fund also will generally bear its proportionate share of the fees and expenses incurred by the purchased investment company in addition to its own expenses.
Proposal 1.M.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Writing and Selling Options, Straddles and Spreads.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
The Board of each applicable Fund has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding writing and selling options, straddles and spreads.
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Current Fundamental Investment Restriction Regarding Writing and Selling Options, Straddles and Spreads
The following table sets out each Fund’s current fundamental investment restriction regarding writing and selling options, straddles and spreads:
|
| |
BATS: Series C Portfolio, BATS: Series M Portfolio and BATS: Series S Portfolio | The Fund may not write or sell put and interest rate options, call options, straddles, spreads, or any combination thereof, except for transactions in options on securities and securities indices, futures contracts and options on futures contracts and currencies. | |
BlackRock Tactical Opportunities Fund, BlackRock Core Bond Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, BlackRock GNMA Portfolio, BlackRock Inflation Protected Bond Portfolio and BlackRock Low Duration Bond Portfolio | The Fund may not write or sell put options, call options, straddles, spreads, or any combination thereof, except for transactions in options on securities and securities indices, futures contracts and options on futures contracts. | |
BlackRock Strategic Income Opportunities Portfolio | The Fund may not write or sell put options, call options, straddles, spreads, or any combination thereof, except for transactions in options on securities and securities indices, futures contracts and options on futures contracts and currencies, to the extent permitted by applicable law. |
Rationale
The Investment Company Act does not require a fund to adopt a fundamental investment restriction regarding investment in options, straddles and spreads, except to the extent that these transactions may result in the creation of senior securities. If each applicable Fund’s fundamental investment restriction regarding writing and selling options, straddles and spreads is eliminated, the Fund will remain subject to the Investment Company Act’s limitations on, and the Fund’s fundamental investment restriction regarding, the issuance of senior securities. Moreover, each Fund would make any investments in such instruments consistent with the disclosure in its prospectus and/or statement of additional information.
ExistingProposal 1.N.—To Approve the Elimination of the Fundamental Investment Restriction Regarding the Purchase of Securities on Margin and Short Sales.
Funds affected:
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BlackRock Tactical Opportunities Fund
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
The Board Members Not SeekingRe-Electionof each applicable Fund has proposed that shareholders of the Fund approve the elimination of the fundamental investment restriction regarding the purchase of securities on margin and short sales.
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Current Fundamental Investment Restriction Regarding the Purchase of Securities on Margin and Short Sales
Under each applicable Fund’s current fundamental investment restriction regarding the purchase of securities on margin and short sales, the Fund may not purchase securities on margin, make short sales of securities or maintain a short position, except that (a) this investment limitation shall not apply to the Fund’s transactions in futures contracts and related options or the Fund’s sale of securities short against the box, and (b) the Fund may obtain short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities.
Rationale
A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. Short sales expose a fund to the risk that the fund will be required to acquire, convert or exchange securities to replace the borrowed securities at a time when the securities sold short have appreciated in value, thus resulting in a loss to the fund. Other risks and costs to a fund of engaging in short sales include that the fund may be required to sell securities it would otherwise retain in order to raise cash to replace the borrowed securities, thus forgoing possible gains and/or selling at inopportune times, as well as incurring transaction costs. Under the Investment Company Act, a fund is restricted from making short sales unless the sale is “against the box” and the securities sold are segregated, or the fund’s obligation to deliver the securities sold short is “covered” by segregating cash or liquid securities in an amount equal to the market value of the securities sold short. A sale is not made “against the box” if a fund sells a security it does not own in anticipation of a decline in market price. Losses from short sales can theoretically be unlimited, although, as noted above, under the Investment Company Act, a fund is required to “cover” its exposure under any short position. If Proposal 1.N. is approved by shareholders of BlackRock Inflation Protected Bond Portfolio, the Fund may utilize the additional flexibility provided by the elimination of the Fund’s current investment restriction to engage in short selling in the near term.
Mutual funds are not required to have a fundamental policy regarding engaging in short sales. Each applicable Fund believes this fundamental policy is unduly restrictive. There may be circumstances in which Fund management believes that a short sale is in the best interests of shareholders. If this fundamental policy is eliminated, each applicable Fund will be able to engage in short sales subject to the Fund’s other investment policies and applicable law. Each Fund would be permitted to engage in short selling or maintain short positions to the extent consistent with the disclosure in its prospectus and/or statement of additional information. Each applicable Fund will be subject to any limitations on engaging in short sales imposed by the Board or BlackRock from time to time, as well as the Fund’s other investment policies.
In addition, the Investment Company Act does not require that a fund have a fundamental policy relating to purchasing securities on margin. Margin purchases involve borrowing money from a broker to purchase securities. The risks associated with purchasing securities on margin are generally similar to those of borrowing money. For a discussion of those risks, please see Proposals 1.B and 1.C., as applicable. Each applicable Fund believes that this fundamental policy is unnecessary and may be unduly restrictive. The Funds’ ability to borrow is governed by the fundamental policy on borrowing discussed in Proposals 1.B. and 1.C., as applicable. To the extent that purchasing securities on margin may be considered the issuance of a senior security,
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the issuance of senior securities is governed by the fundamental policy discussed in Proposal 1.B. and 1.D., as applicable. The applicable Funds believe that these other fundamental policies provide adequate protection with respect to purchasing securities on margin. If this fundamental policy is eliminated, the applicable funds will be permitted to purchase securities on margin subject to the Funds’ other investment policies and applicable law.
EACH FUND’S BOARD RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE “FOR” PROPOSALS 1.A. THROUGH 1.N., AS APPLICABLE. THE BOARD OF EACH OF BLACKROCK TOTAL RETURN FUND AND BLACKROCK COREALPHA BOND FUND ALSO RECOMMENDS THAT SHAREHOLDERS OF BLACKROCK TOTAL RETURN FUND AND BLACKROCK COREALPHA BOND FUND, RESPECTIVELY, PROVIDE VOTING INSTRUCTIONS “FOR” PROPOSALS 2.A. THROUGH 2.J., AS APPLICABLE.
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PROPOSALS 3 AND 4 — TO APPROVE THE ELIMINATION OF THE NON-FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT OF EACH OF BLACKROCK COREALPHA BOND FUND AND COREALPHA BOND MASTER PORTFOLIO
SHAREHOLDERS OF BLACKROCK COREALPHA BOND FUND AND COREALPHA BOND MASTER PORTFOLIO VOTING SEPARATELY WITH RESPECT TO THEIR FUND
The purpose of Proposal 3 is to approve the elimination of the non-fundamental investment restriction regarding investing for the purpose of exercising control or management of each of BlackRock CoreAlpha Bond Fund (previously defined as “CoreAlpha Bond Fund”) and CoreAlpha Bond Master Portfolio (previously defined as “CoreAlpha Bond Master”), which non-fundamental restriction requires shareholder approval to be eliminated.
The purpose of Proposal 4 is to provide voting instructions to CoreAlpha Bond Fund with respect to how, as a beneficial owner of CoreAlpha Bond Master, CoreAlpha Bond Fund should vote in connection with the proposal to approve the elimination of the non-fundamental investment restriction regarding investing for the purpose of exercising control or management of CoreAlpha Bond Master, as contemplated by Proposal 3.
Current Non-Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management
Under each applicable Fund’s current non-fundament investment restriction regarding investing for the purpose of exercising control or management, the Fund may not make investments for the purpose of exercising control or management. Though this investment restriction is “non-fundamental,” the Board of each applicable Fund has adopted a policy whereby the Board agrees to not change or eliminate such investment restriction in the future without the approval of the holders of a majority of the Fund’s outstanding voting securities.
Rationale
There is no requirement under the Investment Company Act that a fund have a restriction on investing for the purpose of exercising control or management. In 2019, FDP BlackRock CoreAlpha Bond Fund (the “Target Fund”), formerly a series of FDP Series II, Inc., was reorganized into CoreAlpha Bond Fund. The Target Fund had a fundamental investment restriction against making investments for the purpose of exercising control or management. At the time of the reorganization, CoreAlpha Bond Fund did not have a corresponding investment restriction. In connection with the reorganization, CoreAlpha Bond Fund and CoreAlpha Bond Master each adopted a non-fundamental policy providing that it may not “make investments for the purpose of exercising control or management” effective upon the closing of the reorganization. In addition, the Board of each of CoreAlpha Bond and CoreAlpha Bond Master adopted a policy, effective upon the closing of the reorganization, whereby the Board agreed to not change or eliminate such investment restriction in the future without obtaining shareholder approval. In order to maximize the investment flexibility of each Fund, this restriction is proposed to be eliminated.
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THE BOARD OF EACH OF COREALPHA BOND FUND AND COREALPHA BOND MASTER RECOMMENDS THAT SHAREHOLDERS OF THE APPLICABLE FUND VOTE “FOR” PROPOSAL 3. THE BOARD OF BLACKROCK COREALPHA BOND FUND ALSO RECOMMENDS THAT SHAREHOLDERS OF BLACKROCK COREALPHA BOND FUND, PROVIDE VOTING INSTRUCTIONS “FOR” PROPOSAL 4.
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PROPOSAL 5 — TO APPROVE AN AMENDMENT TO THE BYLAWS OF
BLACKROCK BOND FUND, INC. TO REMOVE FUNDAMENTAL POLICIES AND
ALL REFERENCES THERETO
SHAREHOLDERS OF BLACKROCK TOTAL RETURN FUND VOTING
Article VIII, Section 1 and Exhibit E of the bylaws of BlackRock Bond Fund currently include fundamental policies of BlackRock Bond Fund and references to such fundamental policies. Currently, the sole series of BlackRock Bond Fund is BlackRock Total Return Fund (previously defined as “Total Return Fund”). Certain biographicalof these fundamental policies are stated in Total Return Fund’s statement of additional information.
BlackRock Bond Fund is not required to include its fundamental policies in its bylaws under the Investment Company Act or Maryland law. Accordingly, it is proposed that the bylaws of BlackRock Bond Fund be amended to remove fundamental policies of the series of BlackRock Bond Fund and all references thereto. Such amendment requires approval of shareholders of Total Return Fund.
As discussed above, Proposals 1.A., 1.C., 1.D., 1.F. and 1.H. include amendments to the bylaws of BlackRock Bond Fund to reflect the amendment or elimination of certain fundamental investment restrictions of Total Return Fund, subject to approval of Proposal 5 by Total Return Fund’s shareholders. In the event that Proposal 5 is approved by Total Return Fund’s shareholders in addition to Proposal 1, rather than BlackRock Bond Fund’s bylaws being amended pursuant to Proposals 1.A., 1.C., 1.D., 1.F. and 1.H., all fundamental policies of BlackRock Bond Fund and references thereto will be removed from the bylaws of BlackRock Bond Fund. If shareholders do not approve Proposals 1.A., 1.C., 1.D., 1.F. and/or 1.H. but do approve Proposal 5, the fundamental policies and references thereto will be removed from BlackRock Bond Fund’s bylaws. If shareholders of Total Return Fund do not approve Proposal 5 but do approve Proposals 1.A., 1.C., 1.D., 1.F. and/or 1.H., then BlackRock Bond Fund’s bylaws will be amended to reflect the amended fundamental investment restriction or the elimination of the fundamental investment restriction, as applicable. If none of Proposals 1.A., 1.C., 1.D., 1.F. and 1.H. and Proposal 5 is approved by Total Return Fund’s shareholders, no changes will be made to BlackRock Bond Fund’s bylaws.
THE BOARD OF BLACKROCK BOND FUND RECOMMENDS THAT SHAREHOLDERS OF TOTAL RETURN FUND VOTE “FOR” PROPOSAL 5.
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PROPOSAL 6 — TO APPROVE A CHANGE IN BLACKROCK LONG-HORIZON
EQUITY FUND’S STATUS FROM DIVERSIFIED TO NON-DIVERSIFIED AS SUCH
TERMS ARE DEFINED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED
SHAREHOLDERS OF BLACKROCK LONG-HORIZON EQUITY FUND VOTING
BlackRock Long-Horizon Equity Fund’s (previously defined as the “Long-Horizon Equity Fund”) Statement of Additional Information states that under its fundamental investment restrictions, Long-Horizon Equity Fund may not make any investment inconsistent with such Fund’s classification as a diversified company under the Investment Company Act. In order to be classified as diversified under the Investment Company Act, Long-Horizon Equity Fund is required to invest so that at least 75% of the value of such Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, securities of other investment companies, and other information relatingsecurities for the purposes of this calculation limited in respect of any one issuer to an amount not greater in value than 5% of the value of the total assets of such Fund and to not more than 10% of the outstanding voting securities of such issuer. A fund that is classified as non-diversified under the Investment Company Act is not required to comply with these investment criteria. Because a non-diversified fund may invest in securities of a smaller number of issuers, it may be more exposed to the Existingrisks associated with and developments affecting an individual issuer than a fund that invests more widely.
BlackRock, Long-Horizon Equity Fund’s investment manager, and the Board Members who areof such Fund (the “Long-Horizon Equity Fund Board”) have reviewed such Fund’s investment objective, investment strategies and fundamental and non-fundamental investment policies. BlackRock and the Long-Horizon Equity Fund Board have determined that it is appropriate to change such Fund’s diversification classification from diversified to non-diversified. This would be accomplished by eliminating Long-Horizon Equity Fund’s current fundamental investment restriction that such Fund may not seekingre-electionmake any investment inconsistent with such Fund’s classification as a result of their retirement or transition to consultantdiversified company under the Investment Company Act. Long-Horizon Equity Fund’s current diversification policy is set forth below. The termsfundamental, which means that it may not be changed without shareholder approval.
If Proposal 6 is approved, Long-Horizon Equity Fund will be classified as non-diversified. In conjunction with the diversification classification change, it is the intention of the ExistingLong-Horizon Equity Fund Board Members listed below will end on December 31, 2018.also to rename such Fund “BlackRock Unconstrained Equity Fund” and change such Fund’s investment objective, investment process, principal investment strategies, portfolio management team and benchmark index. The specific changes to Long-Horizon Equity Fund’s diversification classification, name, investment objective, investment process, principal investment strategies, portfolio management team and benchmark index are set out in the following table:
| Current | |||||||
| Eliminate current diversification policy under the Investment | Company | ||||||
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|
| |||
Non-Fundamental Policy with respect to | In addition, as a non-fundamental policy that may be changed by the Board of | |||
Fund Name | BlackRock Long-Horizon Equity Fund | BlackRock Unconstrained Equity Fund | ||
Investment Objective | To provide high total investment return | To seek to achieve long-term capital growth | ||
Investment Process | In making investment decisions, Fund management conducts bottom-up, company-specific, research to identify stocks it believes have the potential to produce attractive total returns over a long-term investment horizon. Fund management will consider a variety of factors in assessing stocks including business strategy, competitive advantages, industry structure, strength of management and equity valuation. Fund management may select stocks for the portfolio without regard to the presence or absence of the stock in the Fund’s benchmark, geographic location or market capitalization. | Investment decisions will be based on fundamental, company-specific research to identify and select equity and equity-related securities globally that, in the opinion of Fund management, have the potential to produce attractive long-term capital growth. Fund management research looks at a range of factors when selecting companies in which to invest including but not limited to an analysis of their competitive advantages, the impact of structural (such as economic, demographic or technological) changes, the quality of management teams and their financial discipline. In addition, BlackRock Advisors, LLC (“BlackRock”), the Fund’s investment manager, seeks to screen out investments in certain issuers or industries based on certain environmental, social and governance (“ESG”) criteria |
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Principal Investment Strategies | The Fund seeks to achieve its investment objective through a fully managed investment policy utilizing global equity securities. For purposes of the Fund’s investment policies, equity securities include common stock, preferred stock, convertible securities, warrants, and securities and other instruments whose price is linked to the value of common stock. The combination of equity securities will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends. Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities. This policy is a non-fundamental policy of the Fund and may not be changed without 60 days’ prior notice to the Fund’s shareholders. | The Fund seeks to achieve its investment objective through a fully managed investment policy utilizing global equity securities. For purposes of the Fund’s investment policies, equity securities include common stock, preferred stock, convertible securities, warrants, and securities and other instruments whose price is linked to the value of common stock. The combination of equity securities will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends. Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities. This policy is a nonfundamental policy of the Fund and may not be changed without 60 days’ prior notice to the Fund’s shareholders. |
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| ||||
The |
The Fund may invest a portion of its assets in securities directly or indirectly secured by real estate or interests therein or issued by companies that invest in real estate or interests therein such as stock, bonds or convertible bonds issued by REITs. REITs are companies that own interests in real estate or in real estate related loans or other interests, and have revenue primarily consisting of rent derived from owned, income producing real estate properties and capital gains from the sale of such properties. REITs can generally be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from |
The Fund is actively managed using an unconstrained investment style (i.e., it will not take a benchmark index into account when selecting the Fund’s investments). Fund management, in |
|
The Fund may use derivatives, including options, futures, swaps and |
The table below discusses some of the experiences, qualifications and skills of each of the Existing Board Members who are not seekingre-election as a result of their retirement or transition to a consultant.
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Current | Proposed | |||
interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs. REITs are not taxed on income distributed to shareholders provided they comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
In addition to its 80% policy set out above, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in cash investments if prospective equity returns are expected to be unattractive. Furthermore, for temporary defensive purposes and in case of unusually large cash inflows or redemptions, the Fund may invest without limitation in cash, cash equivalents, money market securities, such as U.S. Treasury and agency obligations, other U.S. Government securities, short term debt obligations of corporate issuers, certificates of deposit, bankers’ acceptances, commercial paper |
The Fund may invest a portion of its assets in securities directly or indirectly secured by real estate or interests therein or issued by companies that invest in real estate or interests therein such as stock, bonds or convertible bonds issued by real estate investment trusts (“REITs”). REITs are companies that own interests in real estate or in real estate related loans or other interests, and have revenue primarily consisting of rent derived from owned, income producing real estate properties and capital gains from the sale of such properties. REITs can generally be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from |
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Current | Proposed | |||
(short term, unsecured, negotiable promissory notes of a domestic or foreign issuer) or other high quality fixed-income securities. Temporary defensive positions may affect the Fund’s ability to achieve its investment objective. The Fund may invest in indexed and inverse securities. | interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs. REITs are not taxed on income distributed to shareholders provided they comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Fund may invest in both developed and emerging markets. In addition to investing in foreign securities, the Fund may manage its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. However, foreign exchange risk is not expected to be systematically hedged. From time to time, the Fund may own foreign cash equivalents or foreign bank deposits as part of the Fund’s investment strategy. The Fund may also invest in non-U.S. currencies. The Fund may invest in indexed and inverse securities. The Fund is classified as non-diversified under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which means that it can invest more of its assets in fewer issuers than a diversified company. | |||
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| Alister Hibbert and |
Board Leadership StructureIf the proposed change to Long-Horizon Equity Fund’s diversification classification from diversified to non-diversified is approved by such Fund’s shareholders at the Meeting, the prospectus and Oversightstatement of additional information of such Fund will be revised, as appropriate, to reflect the change in the diversification classification as well as the other changes described above. None of the changes above, with the exception of the change in diversification classification, require shareholder approval. All of such changes would take effect as soon as practicable following the Meeting.
Each Board of- 43 -
In the Funds in the Equity-Liquidity Complex currently consists of thirteen Board Members, eleven of whom are Independent Board Members. The investment companies registered under the Investment Company Actevent 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”). The Funds are currently all included in the Equity-Liquidity Complex.
The Boards have overall responsibility for the oversight of the Funds. The Chair of each BoardProposal 6 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 Boards do not have a compensation committee because the executive officers of the Funds, other than the Funds’ Chief Compliance Officer (“CCO”), do not receive any direct compensation from the Funds and the CCO’s compensation is comprehensively reviewedapproved by the Boards. The roleshareholders of the Chair of the Boards isLong-Horizon Equity Fund, such Fund’s diversification classification will not change and such Fund will continue to preside at 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 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 in person 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 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 risksmanaged in accordance with its current diversification classification. Any future changes to such Fund’s diversification classification will continue to require shareholder approval. In addition, the provisionschanges discussed above to the name, investment process, principal investment strategies, portfolio management team and benchmark index of Long-Horizon Equity Fund will not take effect if Proposal 6 is not approved because certain of these changes are incompatible with the Investment Company Act, state law,current diversification classification of such Fund. In the event that Proposal 6 is not approved by Long-Horizon Equity Fund shareholders, BlackRock and the Long-Horizon Equity Fund Board may determine to make other applicable laws, each Fund’s charter, and each Fund’schanges to the investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations,process and investment strategies of such Fund, among other potential changes, that are compatible with its current diversification classification and techniques. The Boards also conduct reviews of BlackRock and its role in running the operations of the Funds.
do not require shareholder approval.
Day-to-day risk managementA supplement to Long-Horizon Equity Fund’s prospectus, dated August 5, 2021 (the “Supplement”), has been filed with respect to the FundsCommission and is the responsibility of BlackRock or other service providers (dependingavailable on the nature of the risk), subject to the supervision of BlackRock.BlackRock website at www.blackrock.com. 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 or other service providers, as applicable, it is not possible to eliminateSupplement, which includes further details regarding all of the risks applicablechanges to the Funds. Risk oversight is partFund discussed above (subject to shareholder approval of the Boards’ general oversightProposal 6) may be obtained free 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 firm (the “Independent Registered Public Accounting Firm”) for the Funds, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks facedcharge 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 Funds’ 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.calling (800) 441-7762.
Compensation. Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth inAppendix D.THE BOARD RECOMMENDS THAT SHAREHOLDERS OF LONG-HORIZON EQUITY FUND VOTE “FOR” PROPOSAL 6.
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 E.- 44 -
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 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 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 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 Funds; (3) review the conduct and results of each independent audit of each 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 Funds and certain service providers; (5) oversee the performance of each 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 each 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 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 LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (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 F.
The current members of each Fund’s Audit Committee, all of whom are Independent 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 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. Each 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 Funds and include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. The Existing Board of each Fund 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 each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Governance Committee meetings), met four times (for Funds with fiscal years ending 3/31 and 4/30), five times (for Funds with fiscal years ending 1/31, 5/31, 6/30 and 12/31), six times (for Funds with fiscal years ending 7/31 and 10/31) and seven times (for Funds with fiscal years ending 9/30) during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix F.
The current members of each Fund’s Governance Committee, all of whom are Independent 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 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 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 LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Compliance 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 F.
The current members of each Fund’s Compliance Committee, all of whom are Independent 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 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 Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each 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 a Fund’s investment objective, policies and practices; (2) review information on each 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 each 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 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 LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Performance Oversight 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 F.
The current members of each Fund’s Performance Oversight Committee, all of whom are Independent 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 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 F.
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:
Rodney D. Johnson (Chair)
Collette Chilton
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 G.
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
ForA quorum of shareholders 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 particularthe Fund. The quorum requirement forFor each Fund is set forth inAppendix A.
Theexcept CoreAlpha Bond Fund and CoreAlpha Bond Master, a quorum consists of a majority of the Shares entitled to vote requirement for eachon any matter present at a meeting or represented by proxy. For CoreAlpha Bond Fund, a quorum consists of holders of one-third of Shares entitled to elect Board Nominees is set forth inAppendix A.vote present at a meeting or represented by proxy. For CoreAlpha Bond Master, a quorum consists of 30% of the outstanding interests. Votes on Proposals 1(a) and 1(b)cast by proxy or at the Meeting will be tabulated onby the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a Fund basis, such thatquorum is present at the Meeting.
If, by the time scheduled for the Meeting, a quorum of shareholders is not present or if a quorum is present but sufficient votes in favor of Portfolios thata Proposal are seriesnot received from shareholders, the Meeting may be adjourned by the chairman of the Meeting to permit further solicitations of proxies from shareholders and to reconvene at the same or some other place. For each Fund willexcept CoreAlpha Bond Fund, CoreAlpha Bond Master and BlackRock U.S. Mortgage Portfolio, any Meeting convened on the date it was called may 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 votesadjourned without further notice other than announcement at the Meeting are cast “FOR”for up to 120 days after the proposal. AbstentionsRecord Date. For each of CoreAlpha Bond Fund, CoreAlpha Bond Master and “brokernon-votes” will notBlackRock U.S. Mortgage Portfolio, any Meeting convened on the date it was called may be counted as votes cast and therefore, abstentions and brokernon-votes will haveadjourned without further notice other than announcement at the same effect asMeeting for up to a reasonable time after the Record Date.
The vote against Proposals 1(a) or 1(b), as applicable,required for Funds (identified inAppendixA) which requirethe approval of each Proposal is a “vote of 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), asvoting securities” of each applicable for Funds that require a plurality orFund. The “vote of a majority of the votes cast. Brokernon-votes occur when sharesoutstanding voting securities” is defined in the Investment Company Act as the lesser of the vote of (i) 67% or more of the voting securities of the applicable Fund present at the Meeting, if the holders of more than 50% of such outstanding voting securities are heldpresent at the Meeting or represented by brokersproxy; or nominees, typically in “street name,” as to which proxies have been returned but (a)(ii) more than 50% of such outstanding voting instructions have not been received fromsecurities of 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 thatapplicable Fund.
The shareholdersShareholders 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 are also being asked, in Proposals 2(a)Proposal 2 and 2(b),Proposal 4 as applicable,each relates to Master Total Return or CoreAlpha Bond Master, to provide voting instructions to suchthe Feeder Fund, with respect to the electionhow, as a beneficial owner of the Board Nomineesapplicable Master Fund, the Feeder Fund should vote in connection with the proposals to approve the amendment or elimination of certain of the correspondingapplicable Master FundFund’s fundamental and non-fundamental investment restrictions as contemplated by Proposals 1(a)Proposal 2.A through 2.J. and 1(b), respectively.
Proposal 4, as applicable. Each Feeder Fund will vote its interests in the applicable Master Fund in which it invests in accordance with the voting instructions received from theits shareholders of the Feeder Fund and will vote its interests in the applicable 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 (this is called “proportional voting” or “echo voting”). TheEach Feeder Funds doFund does not require that a specified number of shareholders submit voting instructions before a Feedereach such 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 correspondingthe applicable Master Fund, a small number of shareholders could determine how aeach Feeder Fund votes if other shareholders fail to vote. Please note that, as the Master Funds may have shareholders besides the Feeder Funds, it is possible that a matter may be approved
All shares represented by the Master Funds, even if it is not approved by Feeder Fund 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 voteproxies, unless such proxies have previously been revoked, will be voted at the Meeting in accordance with the directions on Proposals 1(a) or 1(b), as applicable, yourthe proxies; if no direction is indicated, the shares will be voted and voting instructions will be submitted, as applicable, in accordance with the recommendationsrecommendation of the Boards “FOR” the Board Nominees in Proposals 1(a)“FOR” approval of Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5 and 1(b) and, if applicable, “FOR” the Board Nominees in Proposals 2(a) and 2(b),Proposal 6, as applicable.
The Funds expect that broker-dealer- 45 -
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) and 2(b), as applicable,each Proposal before the Meeting. Under New York Stock Exchange rules, broker-dealer firms may, without instructions, give a proxyShares held of record by broker-dealers as to vote on routine matters if no instructions havewhich such authority has 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) and 2(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 shouldgranted shall 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,counted as present for purposes of determining whether the necessary quorum of shareholders of a quorum.Fund exists. Broker-dealer firms will not be permitted to grant voting authority with respect to shares for which no instructions have been received. Shares represented by proxies that are returned to a Fund but that are marked “abstain” or on which a broker-dealer has declined to vote on any non-routine
proposal (“broker non-votes”) will be counted as present for the purposes of determining a quorum of that Fund. Abstentions and broker non-votes will not be counted as votes cast. Accordingly, abstentions and broker non-votes will have the same effect as a vote against a Proposal.
If you are a beneficial shareholderowner of a FundFund’s shares held in street name (that is, if you hold your shares of a Fund through a bank, broker financial intermediary or other nominee (called a service agent))financial institution), the service agentyou may be the record holder ofinstruct 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 formbank, broker or other authorization by a shareholder that does not specifyfinancial institution of record how the shareholder’s shares should be voted may be deemed to authorize a service provider to vote suchyour shares in favor of Proposals 1(a)Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5 and 1(b),Proposal 6, as applicable, (andand, if you are a shareholder of Balanced Capital Fund, Total Return Fund and CoreAlpha Bond Fund, submit voting instructions for Proposal 2 and Proposal 4, as applicable, in one of four ways:
Voting via the Internet. You may vote by proxy via the Internet by following the instructions on the voting instruction form(s) provided by your broker, bank or other financial institution of record. Prior to logging on, you should read this Proxy Statement and have your voting instruction form(s) at hand.
Voting by Telephone. You may vote by proxy by calling the toll-free number found on the voting instruction form(s) provided by your broker, bank or other financial institution of record and following the automated touchtone voting directions. Prior to calling, you should read this Proxy Statement and have your voting instruction form(s) at hand.
Voting by Mail. If you received printed copies of this Proxy Statement by mail, you may vote by proxy by filling out the voting instruction form(s) provided by your broker, bank or other financial institution of record and sending it back in the postage paid envelope provided.
Voting at the Meeting. You must request and obtain a legal proxy from the broker, bank or other financial institution of record that holds your shares if you wish to attend the Meeting and vote at the Meeting. A person submitting votes by telephone or Internet is deemed to represent that he or she is authorized to vote on behalf of all owners of the account, including spouses or other joint owners. By using the telephone or the Internet to submit voting instructions, for Proposals 2(a) and 2(b), as applicable). Depending on its policies, applicable law or contractualthe shareholder is authorizing their bank, broker or other restrictions,financial institution of record to execute a service agent may be permittedproxy to vote the shareholder’s shares at the Meeting as the shareholder has indicated.
If, at the Meeting, a validly executed proxy is submitted by a broker-dealer or record holder and no voting instructions are given, the shareholders represented by the proxy will be present for purposes of obtaining a quorum at the Meeting and the persons named as proxy holders will cast all votes entitled to be cast pursuant to that proxy and submit voting instructions 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 proportionthat proxy, as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”applicable, “FOR” Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6.
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 H.- 46 -
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 inAppendix 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, 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 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. 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. SeeAppendix 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 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:
Kenneth L. Urish (Chair)
Neil A. Cotty
Claire A. Walton
Frederick W. Winter
Investment Manager,Sub-AdvisersAdviser, Principal Underwriter and AdministratorsAdministrator
BlackRock is the investment adviser to the Funds, other than CoreAlpha Bond Fund, which receives all advisory services at the level of its corresponding Master Fund, CoreAlpha Bond Master. BlackRock’s principal business address is 100 Bellevue Parkway, Wilmington, Delaware 19809.
The investment manager,sub-adviser(s), if any, and administrator(s), if any,BlackRock Investments, LLC (“BRIL”) acts as the distributor of the shares of each Fund are identified inAppendix I.
5% Share Ownership
AsFund. The principal business address of September 24, 2018, to the best of each Fund’s knowledge, the persons listed inAppendix 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,BRIL is 40 East 52nd Street, New York, New York 10022,10022.
BlackRock also provides administrative services to each of the following Funds:
BlackRock Balanced Capital Fund, Inc.
BlackRock Core Bond Portfolio, a series of BlackRock Funds V
BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds V
BlackRock Global Long/Short Credit Fund, a series of BlackRock Funds IV
BlackRock GNMA Portfolio, a series of BlackRock Funds V
BlackRock Inflation Protected Bond Portfolio, a series of BlackRock Funds V
BlackRock Low Duration Bond Portfolio, a series of BlackRock Funds V
BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V
BlackRock Tactical Opportunities Fund, a series of BlackRock FundsSM
BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio, a series of Managed Account Series II
CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II
Master Total Return Portfolio, a series of Master Bond LLC
The close of business on August 27, 2021 has been fixed as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. Shareholders of each Fund may cast one vote for each share owned and a fractional vote for each fractional share owned on the Record Date.
As of the close of business on the Record Date, each of the Funds has the number of shares outstanding as set forth in Appendix C (the “Outstanding Shares”).
Set forth on Appendix D are persons who, to the knowledge of each Fund, beneficially owned more than five percent of the outstanding shares of the Fund as of the Record Date.
- 47 -
[As of the Record Date, no Director or Trustee owned shares of the Funds.]
Expenses and Methods of Proxy Solicitation
With respect to all Funds other than Long-Horizon Equity Fund, it is anticipated that the total expenses of preparing, printing and mailing the proxy materials, soliciting and tabulating proxies, and related legal expenses will be approximately $8.06 million. These expenses will be borne by the applicable Funds. Costs that are borne by the applicable Funds collectively will be allocated among such Funds 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.
With respect to Long-Horizon Equity Fund, it is anticipated that the total expenses of preparing, printing and mailing the joint proxy statement, soliciting and tabulating proxies, and related legal expenses will be approximately $300,000, which will be shared equally by BlackRock and the Fund.
The Funds have retained Computershare Fund Services (“Computershare”), located at 2950 Express Drive South, Suite 210, Islandia, New York 11749, a professional proxy solicitation firm, to assist with the distribution of proxy materials and the solicitation and tabulation of proxies at an aggregate cost of approximately $2,377,000 for the Funds. Representatives of BlackRock and its affiliates may also solicit proxies.
Each Fund generally is not required to hold annual meetings of shareholders, and each Fund currently does not intend to hold such meetings unless certain specified shareholder actions are required to be taken under the Investment Company Act or the Fund’s charter documents. The Bylaws of each Fund generally provide that a shareholder meeting may be called at any time by the Secretary of the Fund upon the request of a majority of Directors/Trustees of the Board of the Fund.
Shareholders of a Fund wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting must send their written proposal to the Fund within a reasonable time before the Fund beginsrelevant Board’s solicitation relating to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal willmeeting is to 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.made. The persons named as proxies in future proxy materials of athe 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 thatthe Fund within a reasonable period of time before the Board Members’relevant Board’s solicitation relating to such meeting is made.
Written proposals with regard to a Fund should be sent to the Secretary of the applicable Fund, 100 Bellevue Parkway, Wilmington, Delaware 19809.
Shareholders who want to communicate with the Board
Shareholders of a Fund who wish to send communications to the relevant Board or any individual Board Membera specified Director/Trustee should write their Fundsubmit the communication in writing to the attention of the Secretary of the applicable Fund 40 East 52nd Street, New York, New York 10022. The communication should indicate that you are aat: 100 Bellevue Parkway, Wilmington, Delaware 19809, Attention: Fund shareholder. IfSecretary, identifying the communication iscorrespondence as intended for the Board or 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.specified Director/Trustee.
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.- 48 -
Expense of Proxy SolicitationGeneral
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 and the Equity-Bond 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 $267,000 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 other 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 atto the Meeting for a vote, the proxies will be voted by the persons named inacting under the enclosed proxyproxies upon such matters in accordance with their judgment of what is in the best interests of the Funds.
applicable Fund.
A list of each Fund’s shareholders of record as ofentitled to be present and to vote at the Record DateMeeting will be available at the offices of [BlackRock, 1 University Square Drive, Princeton, New Jersey 08540-6455], 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,by any shareholder 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 eachthe enclosed proxy card, or voting instruction form, and if received by mail, returning it (them) in the accompanying postage-paid return envelope OR by following the enclosed instructions on the enclosed proxy card(s) orto provide voting instruction form(s) to voteinstructions by telephone or viaover the Internet.
By Order of the Boards,
Benjamin Archibald
Secretary of the Funds
October 3, 2018
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) the voting rights of shares of/interests in each Fund, (v) the quorum requirement for each Fund and (vi) the vote required to approve Proposals 1(a) or 1(b), as applicable, 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
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Group B Funds
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Appendix B – Master/Feeder Structures
The following chart identifies the Funds and Portfolios that are organized in master/feeder structures:
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Appendix C – Shares Outstanding/Votes
Group A Funds
A. For the Funds/Portfolios listed in the tables below, shareholders 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 and Portfolio and the number of votes to which each such class is entitled as of September 24, 2018:
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Shares Outstanding/Number of Votes | ||||||||||||
Fund/Portfolio | Investor A | Investor C | Institutional | Class R | Service | Class K | ||||||
BlackRock Asian Dragon Fund, Inc. | 5,407,651.785 | 644,230.086 | 5,132,478.716 | 201,150.174 | — | 43,127.966 | ||||||
BlackRock Emerging Markets Fund, Inc. | 8,416,843.956 | 2,160,856.134 | 4,980,572.817 | — | — | 75,980.703 | ||||||
BlackRock Financial Institutions Series Trust | — | |||||||||||
BlackRock Summit Cash Reserves Fund | 38,227,697.910 | 50,000.000 | — | — | — | — | ||||||
BlackRock Funds | ||||||||||||
BlackRock Advantage Emerging Markets Fund | 511,115.568 | 318,700.978 | 2,945,130.007 | — | — | 13,601,881.424 | ||||||
BlackRock Advantage International Fund | 18,065,763.480 | 1,439,040.271 | 24,042,025.011 | 452,756.537 | — | 473,366.664 | ||||||
BlackRock Advantage Large Cap Growth Fund | 42,757,974.489 | 3,356,278.171 | 4,191,930.442 | 127,230.720 | 9,240.524 | 34,044.321 | ||||||
BlackRock Advantage Small Cap Core Fund | 5,134,542.163 | 220,100.180 | 30,424,443.239 | — | — | 814,276.832 | ||||||
BlackRock Advantage Small Cap Growth Fund | 12,321,232.471 | 3,474,853.683 | 21,240,652.535 | 1,278,486.281 | 749,899.605 | 93,895.766 | ||||||
BlackRockAll-Cap Energy & Resources Portfolio | 3,483,558.060 | 1,928,653.483 | 1,744,683.967 | — | 49,720.417 | — | ||||||
BlackRock Commodity Strategies Fund | 7,178,471.264 | 988,049.037 | 26,357,612.424 | — | — | 2,991,287.843 | ||||||
BlackRock Emerging Markets Dividend Fund | 747,584.484 | 124,469.346 | 239,730.081 | — | — | 431,483.747 | ||||||
BlackRock Emerging Markets Equity Strategies Fund | 37,281.822 | 10,594.596 | 586,146.009 | — | — | 581,622.950 | ||||||
BlackRock Energy & Resources Portfolio | 5,817,747.051 | 1,538,344.896 | 1,105,405.656 | — | — | — | ||||||
BlackRock Exchange Portfolio* | — | — | — | — | — | — | ||||||
BlackRock Global Long/Short Equity Fund | 4,047,910.477 | 1,777,291.625 | 46,064,435.084 | — | — | 26,284.609 | ||||||
BlackRock Health Sciences Opportunities Portfolio | 42,943,898.544 | 18,012,654.458 | 43,451,201.240 | 3,829,933.272 | 608,838.076 | 1,854,010.702 |
Fund/Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund Shares Outstanding/Number of Votes Investor A Investor C Institutional Class R Service Class K 8,892,571.808 5,822,612.561 8,878,477.756 — 486,781.273 — 490,590.884 156,848.706 4,198,226.190 — — 19,801.980 5,180,271.604 1,533,406.148 3,552,845.082 — 160,901.127 126,439.881 33,081,369.068 8,539,712.112 36,963,440.808 894,060.794 1,328,602.909 4,849,469.330 263,733,423.960 13,024,570.620 309,888,990.030 — 7,352,558.430 — 944,734.688 191,942.876 786,529.671 — — — 1,305,120.440 — 7,404,807.410 — — 10,998,205.230 15,491,321.137 2,103,084.231 14,361,581.255 — 54,240.975 12,908,382.448 21,078,967.212 5,667,149.447 18,069,783.561 451,799.800 497,383.550 — 2,079,893.977 627,422.866 21,719,489.286 — — — 394,308.167 72,356.104 12,935,570.795 — — 2,818,577.817 58,812.227 — 3,092,144.662 — — 195,351,662.747 — — 86,695.349 — — 13,773,712.216 — — 340,996.902 — — 995,732.792 — — 45,580.735 — — 992,984.578 — — 76,228.779 — — 994,720.708 — — 138,980.257 — — 993,732.183 — — 34,448.374 — — 1,947,374.455 — — 10,135.613 — — 990,000.000 — — 11,134.890 — — 990,000.000 — — 9,011,743.405 — — 1,322,349.968 — — 1,276,877.497 — — 46,199,988.518 17,060,571.788 — 16,328,967.390 — — 49,419,998.296
Fund/Portfolio iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund Shares Outstanding/Number of Votes Investor A Investor C Institutional Class R Service Class K 2,180,390.104 — 1,175,353.636 — — 6,630,601.768 48,223.831 — 128,504.464 — — 126,719.352 5,385,736.194 — 6,023,936.637 — — 54,462,717.920
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Shares Outstanding/Number of Votes | ||||||||||||||||
Fund/Portfolio | Investor A | Institutional | Class K | Investor P | ||||||||||||
BlackRock Index Funds, Inc. | ||||||||||||||||
iShares MSCI EAFE International Index Fund | 25,253,866.345 | 53,495,244.754 | 688,029,931.633 | 14,495.478 | ||||||||||||
iShares Russell 2000Small-Cap Index Fund | 14,895,782.776 | 6,927,093.584 | 45,678,319.543 | 9,238.817 |
Shares Outstanding/Number of Votes | ||||||||||||||||||||||||
Fund/Portfolio | Investor A | Investor C | Institutional | Class R | Service | Class K | ||||||||||||||||||
BlackRock Large Cap Series Funds, Inc. | ||||||||||||||||||||||||
BlackRock Advantage Large Cap Core Fund | 53,109,337.396 | 10,649,484.775 | 65,851,069.407 | 2,213,032.189 | 9,751.877 | 135,188.249 | ||||||||||||||||||
BlackRock Advantage Large Cap Value Fund | 11,179,180.422 | 3,397,694.682 | 5,476,226.696 | 1,017,369.354 | 448,374.957 | 176,481.431 | ||||||||||||||||||
BlackRock Event Driven Equity Fund | 3,461,216.524 | 1,010,755.566 | 80,581,365.718 | — | — | — | ||||||||||||||||||
BlackRock Large Cap Focus Growth Fund | 37,855,749.590 | 13,370,502.532 | 17,302,887.446 | 2,605,415.591 | 244,083.252 | 664,336.059 |
Shares Outstanding/Number of Votes | ||||||||
Fund/Portfolio | Investor A | Investor C | Institutional | Class K | ||||
BlackRock Latin America Fund, Inc. | 1,903,895.818 | 284,835.646 | 1,153,690.747 | 16,327.266 |
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Shares Outstanding/Number of Votes | ||||||||||||||||||||
Fund Portfolio | Investor A | Investor C | Institutional | Class R | Class K | |||||||||||||||
BlackRock Series, Inc. | ||||||||||||||||||||
BlackRock International Fund | 19,085,913.526 | 3,757,660.946 | 12,256,029.558 | 1,176,710.443 | 151,263.827 |
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Fund/Portfolio Retirement Reserves Money Fund Shares Outstanding/Number of Votes Retirement Series Trust Class I Class II 591,511,849.600 16,645,038.550
B. For the following Funds and Portfolios, shareholders are entitled to votes based on the dollar (and fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of shares outstanding in such shareholder’s name on the record date. The following tables indicate the number of shares of each class of the indicated Funds outstanding on the Record Date, the aggregate net asset value of such Fund on the Record Date and the total number of votes to which each such Fund is entitled:
Fund/Portfolio | Shares Outstanding | Aggregate Net Asset Value ($) | Number of Votes | |||||||||
BBIF Money Fund | ||||||||||||
Class 1 | 172,054,196.96 | 1.0000 | 172,054,196.96 | |||||||||
Class 2 | 245,413,477.51 | 1.0000 | 245,413,477.51 | |||||||||
Class 3 | 621,411,382.23 | 1.0000 | 621,411,382.23 | |||||||||
Class 4 | 960,720,307.42 | 1.0000 | 960,720,307.42 | |||||||||
BBIF Treasury Fund | ||||||||||||
Class 1 | 16,834,473.21 | 1.0000 | 16,834,473.21 | |||||||||
Class 2 | 34,862,106.67 | 1.0000 | 34,862,106.67 | |||||||||
Class 3 | 190,429,303.69 | 1.0000 | 190,429,303.69 | |||||||||
Class 4 | 494,522,385.66 | 1.0000 | 494,522,385.66 | |||||||||
BLACKROCK FUNDS III | ||||||||||||
BlackRock Cash Funds: Institutional | ||||||||||||
SL Agency Shares | 50,849,649,038.253 | 1.0003 | 50,864,903,932.96 | |||||||||
BlackRock Cash Funds: Treasury | ||||||||||||
Institutional Shares | 851,564,332.340 | 1.0000 | 851,564,332.34 | |||||||||
Premium Shares | — | 1.0000 | — | |||||||||
Select Shares | — | 1.0000 | — | |||||||||
Trust Shares | — | 1.0000 | — | |||||||||
Capital Shares | — | 1.0000 | — | |||||||||
SL Agency Shares | 5,599,102,004.250 | 1.0000 | 5,599,102,004.25 | |||||||||
BlackRock LifePath® Dynamic Retirement Fund | ||||||||||||
Investor A | 7,533,630.757 | 9.7100 | 73,151,554.65 | |||||||||
Institutional | 2,760,387.440 | 11.0300 | 30,447,073.46 | |||||||||
Investor C | 62,640.974 | 10.8600 | 680,280.98 | |||||||||
Class R | 103,541.365 | 10.9200 | 1,130,671.71 | |||||||||
Class K | 1,421,128.525 | 11.0000 | 15,632,413.78 | |||||||||
BlackRock LifePath® Dynamic 2020 Fund | ||||||||||||
Investor A | 13,933,147.252 | 14.8000 | 206,210,579.33 | |||||||||
Institutional | 5,136,115.647 | 16.1000 | 82,691,461.92 | |||||||||
Investor C | 210,678.685 | 15.8400 | 3,337,150.37 | |||||||||
Class R | 192,252.971 | 15.9900 | 3,074,125.02 | |||||||||
Class K | 1,965,842.972 | 16.0400 | 31,532,121.25 | |||||||||
BlackRock LifePath® Dynamic 2025 Fund | ||||||||||||
Investor A | 2,099,818.210 | 13.6700 | 28,704,514.93 | |||||||||
Institutional | 1,343,028.631 | 13.7000 | 18,399,492.24 |
Fund/Portfolio Investor C Class R Class K BlackRock LifePath® Dynamic 2030 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2035 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2040 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2045 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2050 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2055 Fund Investor A Institutional Investor C Class R Class K Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 199,165.561 13.5700 2,702,676.66 337,639.243 13.6500 4,608,775.67 709,908.863 13.6800 9,711,553.25 17,586,972.732 13.9000 244,458,920.97 5,610,551.829 14.4700 81,184,684.97 299,401.522 14.1600 4,239,525.55 168,020.641 14.3000 2,402,695.17 2,038,969.124 14.4500 29,463,103.84 2,210,788.053 14.7800 32,675,447.42 775,411.131 14.8100 11,483,838.85 195,551.993 14.6000 2,855,059.10 239,884.783 14.7700 3,543,098.24 481,733.874 15.0300 7,240,460.13 11,792,690.503 16.8100 198,235,127.36 3,429,640.501 18.4100 63,139,681.62 162,807.895 18.0700 2,941,938.66 158,749.450 18.2200 2,892,414.98 1,692,687.921 18.5100 31,331,653.42 1,299,803.037 15.7300 20,445,901.77 523,097.678 15.7600 8,244,019.41 106,367.044 15.4800 1,646,561.84 224,200.943 15.6900 3,517,712.80 310,889.614 15.9300 4,952,471.55 3,720,172.988 21.8500 81,285,779.79 792,844.748 21.9300 17,387,085.32 67,824.395 21.5700 1,462,972.20 88,026.196 21.7700 1,916,330.29 217,293.424 22.0100 4,782,628.26 811,037.097 16.1700 13,114,469.86 301,222.550 16.2400 4,891,854.21 59,334.701 15.9400 945,795.13 65,066.273 16.1400 1,050,169.65 125,484.553 16.4600 2,065,475.74
Fund/Portfolio BlackRock LifePath® Dynamic 2060 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath Index Retirement Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2020 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2025 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2030 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2035 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2040 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2045 Fund Investor A Institutional Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 4,962.952 11.3400 56,279.88 2,044.424 11.3500 23,204.21 2,520.334 11.3100 28,504.98 2,010.032 11.3300 22,773.66 194,754.449 11.3600 2,212,410.54 5,880,751.027 12.2700 72,156,815.10 4,131,093.918 12.2900 50,771,144.25 98,929,372.370 12.2800 1,214,852,692.70 16,353.230 12.2700 200,654.13 13,187,355.612 12.7600 168,270,657.61 7,364,027.985 12.7900 94,185,917.93 186,560,758.873 12.7900 2,386,112,105.99 15,735.641 12.7600 200,786.78 10,279,774.352 13.4500 138,262,965.03 7,999,904.360 13.4800 107,838,710.77 210,556,147.590 13.4800 2,838,296,869.51 14,947.683 13.4500 201,046.34 19,182,897.823 13.8600 265,874,963.83 9,206,302.684 13.8800 127,783,481.25 246,222,423.031 13.8700 3,415,105,007.44 14,524.328 13.8600 201,307.19 8,570,522.797 14.3800 123,244,117.82 7,025,911.742 14.4200 101,313,647.32 173,805,204.473 14.4100 2,504,532,996.46 14,025.245 14.3800 201,683.02 12,165,212.415 14.7800 179,801,839.49 6,973,452.818 14.8100 103,276,836.23 178,432,074.699 14.8100 2,642,579,026.29 13,661.202 14.7800 201,912.57 4,909,389.709 15.2000 74,622,723.58 5,103,782.096 15.2400 77,781,639.14
Fund/Portfolio Class K Investor P BlackRock LifePath® Index 2050 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2055 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2060 Fund Investor A Institutional Class K Investor P iShares MSCI Total International Index Fund Investor A Institutional Class K iShares Russell 1000Large-Cap Index Fund Investor A Institutional Class K iShares S&P 500 Index Fund Investor A Investor C1 Institutional Class K Service Investor P iShares U.S. Aggregate Bond Index Fund Investor A Institutional Class K Investor P Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 114,887,022.783 15.2500 1,752,027,097.44 13,289.037 15.2000 201,993.36 5,622,026.788 15.4600 86,916,534.14 4,994,674.622 15.5000 77,417,456.64 98,029,405.018 15.5000 1,519,455,777.78 13,071.895 15.4600 202,091.50 2,732,052.908 15.7600 43,057,153.83 4,037,523.506 15.8000 63,792,871.39 46,745,914.181 15.8000 738,585,444.06 12,820.513 15.7600 202,051.28 249,640.587 13.9500 3,482,486.19 226,265.602 13.9800 3,163,193.12 10,064,119.649 13.9800 140,696,392.69 14,482.259 13.9500 202,027.51 32,230,025.429 9.1000 293,293,231.40 18,193,770.352 9.1300 166,109,123.31 31,966,839.965 9.4000 300,488,295.67 3,413,712.764 19.4000 66,226,027.62 2,728,054.137 19.5300 53,278,897.30 7,729,610.702 19.4600 150,418,224.26 7,272,935.815 348.5600 2,535,054,507.68 124,360.972 348.5700 43,348,504.01 10,719,522.861 348.8500 3,739,505,550.06 28,931,341.966 348.9800 10,096,459,719.29 1,097,370.392 348.7300 382,685,976.80 593.280 348.5700 206,799.61 13,166,552.416 9.7600 128,505,551.58 12,697,409.147 9.7700 124,053,687.37 101,648,029.830 9.7700 993,101,251.44 20,345.880 9.7700 198,779.25
Group B Funds
A. For the Funds/Portfolios listed in the tables below, shareholders 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 and Portfolio and the number of votes to which each such class is entitled as of September 24, 2018:
Shares Outstanding/Number of Votes | ||||||||||||||||||||||||
Fund/Portfolio | Investor A | Investor C | Institutional | Class R | Service | Class K | ||||||||||||||||||
BlackRock Funds IV | ||||||||||||||||||||||||
BlackRock Alternative Capital Strategies Fund | 151,673.049 | 7,848.223 | 3,099,852.649 | — | — | — | ||||||||||||||||||
BlackRock Global Long/Short Credit Fund | 15,738,861.349 | 9,575,850.413 | 217,497,081.397 | — | — | 130,292,710.588 | ||||||||||||||||||
BlackRock Impact Bond Fund | 54,561.172 | 6,949.298 | 2,501,505.858 | — | — | 5,000.000 |
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B. For the following Funds and Portfolios, shareholders are entitled to votes based on the dollar (and fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of shares outstanding in such shareholder’s name on the record date. The following tables indicate the number of shares of each class of the indicated Funds outstanding on the Record Date, the aggregate net asset value of such Fund on the Record Date and the total number of votes to which each such Fund is entitled:
Fund/Portfolio | Shares Outstanding | Aggregate Net Asset Value ($) | Number of Votes | |||||||||
BLACKROCK FUNDS VI | ||||||||||||
BlackRock CoreAlpha Bond Fund | ||||||||||||
Investor A | 68,604.005 | 10.0000 | 686,040.05 | |||||||||
Investor C | 17,798.038 | 10.0100 | 178,158.36 | |||||||||
Institutional | 74,725,955.111 | 10.0000 | 747,259,551.11 | |||||||||
Class K | 35,691.611 | 10.0100 | 357,273.03 |
Appendix D – Compensation of the Existing Board Members and Board Nominees
Each Existing Board Member who is an Independent Board Member is paid as compensation an annual retainer of $275,000 per year for his or her services as a Board Member of all Funds in the BlackRock Equity-Liquidity Complex that are overseen by the respective Board Member, and a $15,000 Board meeting fee for eachin-person Board meeting attended (and may receive a $5,000 Board meeting fee for telephonic attendance at Board meetings) for up to five Board meetings held in a calendar year (compensation for meeting 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. Each Independent Board Member receives $10,000 per year for each standing Committee on which he or she serves for up to two standing Committee assignments but is not paid this amount for serving on a Committee which he or she chairs. The Chair of the Boards is paid an additional annual retainer of $120,000 and the Chair Elect of the Boards is paid an additional annual retainer of $30,000. The Chair of the Audit Committees is paid an additional annual retainer of $40,000 and the Chairs of the Compliance Committees, Governance Committees and Performance Oversight Committees are each paid an additional annual retainer of $30,000. In addition, each Independent Board Member was paid $10,000 forin-person attendance or $2,000 for telephonic attendance at each of three sessions related to the proposed realignment and consolidation of the Existing Boards and the BlackRock Fund complexes.
The following tables set forth the aggregate compensation paid to each Independent Board Member by each Fund and Portfolio during its most recently completed fiscal year and the total compensation paid to each Independent Board Member by the BlackRock Fund Complexes for the calendar year ended December 31, 2017. Each Fund/Portfolio’s fiscal year end is indicated onAppendices F and 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.
Existing 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 | ||||||||||||||||||||||||
Group A Funds | ||||||||||||||||||||||||||||||||
BBIF Money Fund* | ||||||||||||||||||||||||||||||||
BBIF Treasury Fund* | ||||||||||||||||||||||||||||||||
BIF Money Fund* | ||||||||||||||||||||||||||||||||
BIF Treasury Fund* | ||||||||||||||||||||||||||||||||
BlackRock Asian Dragon Fund, Inc. | $ | 1,084 | $ | 1,109 | $ | 1,084 | $ | 1,122 | $ | 1,096 | $ | 1,096 | $ | 1,109 | $ | 1,084 | ||||||||||||||||
BlackRock Emerging Markets Fund, Inc. | $ | 1,305 | $ | 1,342 | $ | 1,305 | $ | 1,357 | $ | 1,324 | $ | 1,320 | $ | 1,344 | $ | 1,305 | ||||||||||||||||
BlackRock Financial Institutions Series Trust | ||||||||||||||||||||||||||||||||
BlackRock Summit Cash Reserves Fund | $ | 1,004 | $ | 947 | $ | 1,004 | $ | 1,008 | $ | 931 | $ | 1,010 | $ | 1,011 | $ | 1,004 | ||||||||||||||||
BlackRock FundsSM | ||||||||||||||||||||||||||||||||
BlackRock Advantage Emerging Markets Fund | $ | 1,140 | $ | 1,082 | $ | 1,140 | $ | 1,147 | $ | 1,070 | $ | 1,163 | $ | 1,155 | $ | 1,140 | ||||||||||||||||
BlackRock Advantage International Fund | $ | 1,793 | $ | 1,735 | $ | 1,793 | $ | 1,823 | $ | 1,746 | $ | 1,900 | $ | 1,853 | $ | 1,793 | ||||||||||||||||
BlackRock Advantage Large Cap Growth Fund | $ | 1,893 | $ | 1,835 | $ | 1,893 | $ | 1,926 | $ | 1,849 | $ | 2,009 | $ | 1,959 | $ | 1,893 | ||||||||||||||||
BlackRock Advantage Small Cap Core Fund | $ | 1,316 | $ | 1,259 | $ | 1,316 | $ | 1,330 | $ | 1,253 | $ | 1,355 | $ | 1,344 | $ | 1,316 | ||||||||||||||||
BlackRock Advantage Small Cap Growth Fund | $ | 1,877 | $ | 1,819 | $ | 1,877 | $ | 1,909 | $ | 1,832 | $ | 1,978 | $ | 1,942 | $ | 1,877 | ||||||||||||||||
BlackRockAll-Cap Energy & Resources Portfolio | $ | 1,037 | $ | 979 | $ | 1,037 | $ | 1,041 | $ | 964 | $ | 1,050 | $ | 1,045 | $ | 1,037 |
Fund/Portfolio BlackRock Commodity Strategies Fund BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional* BlackRock Cash Funds: Treasury* BlackRock LifePath® Dynamic Retirement Fund* BlackRock LifePath® Dynamic 2020 Fund* BlackRock LifePath® Dynamic 2025 Fund* BlackRock LifePath® Dynamic 2030 Fund* Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 1,254 $ 1,196 $ 1,254 $ 1,265 $ 1,188 $ 1,288 $ 1,277 $ 1,254 $ 938 $ 881 $ 938 $ 939 $ 862 $ 941 $ 940 $ 938 $ 753 $ 754 $ 753 $ 755 $ 754 $ 754 $ 755 $ 753 $ 1,154 $ 1,096 $ 1,154 $ 1,162 $ 1,085 $ 1,179 $ 1,170 $ 1,154 $ 1,001 $ 1,020 $ 1,001 $ 1,030 $ 1,010 $ 1,010 $ 1,020 $ 1,001 $ 1,812 $ 1,754 $ 1,812 $ 1,842 $ 1,765 $ 1,893 $ 1,873 $ 1,812 $ 9,365 $ 9,308 $ 9,365 $ 9,652 $ 9,575 $ 10,284 $ 9,938 $ 9,365 $ 1,932 $ 1,874 $ 1,932 $ 1,966 $ 1,890 $ 2,036 $ 2,001 $ 1,932 $ 976 $ 918 $ 976 $ 978 $ 901 $ 981 $ 980 $ 976 $ 1,503 $ 1,445 $ 1,503 $ 1,523 $ 1,446 $ 1,561 $ 1,543 $ 1,503 $ 2,631 $ 2,573 $ 2,631 $ 2,689 $ 2,612 $ 2,830 $ 2,747 $ 2,631 $ 2,033 $ 2,056 $ 2,033 $ 2,152 $ 1,994 $ 2,088 $ 2,109 $ 2,033 $ 771 $ 775 $ 771 $ 777 $ 773 $ 773 $ 774 $ 771 $ 1,126 $ 1,069 $ 1,126 $ 1,134 $ 1,057 $ 1,146 $ 1,141 $ 1,126 $ 1,827 $ 1,769 $ 1,827 $ 1,858 $ 1,781 $ 1,928 $ 1,889 $ 1,827 $ 1,959 $ 1,901 $ 1,959 $ 1,994 $ 1,917 $ 2,081 $ 2,030 $ 1,959 $ 1,177 $ 1,207 $ 1,177 $ 1,220 $ 1,193 $ 1,190 $ 1,208 $ 1,177 $ 984 $ 926 $ 984 $ 986 $ 909 $ 991 $ 989 $ 984 $ 2,578 $ 2,694 $ 2,578 $ 2,757 $ 2,641 $ 2,660 $ 2,705 $ 2,578 $ 1,107 $ 1,049 $ 1,107 $ 1,114 $ 1,037 $ 1,126 $ 1,120 $ 1,107 $ 929 $ 871 $ 929 $ 929 $ 852 $ 930 $ 930 $ 929 $ 930 $ 872 $ 930 $ 930 $ 854 $ 932 $ 931 $ 930 $ 930 $ 872 $ 930 $ 930 $ 853 $ 931 $ 931 $ 930 $ 931 $ 873 $ 931 $ 931 $ 854 $ 932 $ 932 $ 931 $ 930 $ 872 $ 930 $ 930 $ 854 $ 932 $ 931 $ 930 $ 928 $ 870 $ 928 $ 929 $ 852 $ 930 $ 929 $ 928 $ 928 $ 871 $ 928 $ 929 $ 852 $ 930 $ 929 $ 928 $ 1,020 $ 962 $ 1,020 $ 1,023 $ 946 $ 1,027 $ 1,027 $ 1,020 $ 2,068 $ 2,010 $ 2,068 $ 2,107 $ 2,030 $ 2,179 $ 2,146 $ 2,068 $ 2,271 $ 2,214 $ 2,271 $ 2,317 $ 2,241 $ 2,375 $ 2,364 $ 2,271 $ 1,052 $ 995 $ 1,052 $ 1,057 $ 980 $ 1,065 $ 1,062 $ 1,052 $ 726 $ 728 $ 726 $ 728 $ 726 $ 726 $ 727 $ 726 $ 1,995 $ 1,937 $ 1,995 $ 2,032 $ 1,955 $ 2,099 $ 2,068 $ 1,995
Fund/Portfolio BlackRock LifePath® Dynamic 2035 Fund* BlackRock LifePath® Dynamic 2040 Fund* BlackRock LifePath® Dynamic 2045 Fund* BlackRock LifePath® Dynamic 2050 Fund* BlackRock LifePath® Dynamic 2055 Fund* BlackRock LifePath® Dynamic 2060 Fund* BlackRock LifePath® Index Retirement Fund* BlackRock LifePath® Index 2020 Fund* BlackRock LifePath® Index 2025 Fund* BlackRock LifePath® Index 2030 Fund* BlackRock LifePath® Index 2035 Fund* BlackRock LifePath® Index 2040 Fund* BlackRock LifePath® Index 2045 Fund* BlackRock LifePath® Index 2050 Fund* BlackRock LifePath® Index 2055 Fund* BlackRock LifePath® Index 2060 Fund* iShares MSCI Total International Index Fund* iShares Russell 1000Large-Cap Index Fund* iShares S&P 500 Index Fund* iShares U.S. Aggregate Bond Index Fund* BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund* BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund* BlackRock Advantage Large Cap Value Fund* BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund* BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 12,353 $ 13,034 $ 12,353 $ 13,428 $ 12,747 $ 12,747 $ 13,142 $ 12,353 $ 1,384 $ 1,327 $ 1,384 $ 1,400 $ 1,323 $ 1,441 $ 1,416 $ 1,384 $ 1,014 $ 1,034 $ 1,014 $ 1,042 $ 1,024 $ 1,022 $ 1,034 $ 1,014 $ 752 $ 754 $ 752 $ 755 $ 753 $ 753 $ 754 $ 752 $ 2,802 $ 2,958 $ 2,802 $ 3,017 $ 2,873 $ 2,861 $ 2,943 $ 2,802 $ 51,098 $ 54,521 $ 51,098 $ 55,980 $ 52,806 $ 52,558 $ 54,514 $ 51,098 $ 2,319 $ 2,437 $ 2,319 $ 2,486 $ 2,373 $ 2,368 $ 2,427 $ 2,319 $ 861 $ 870 $ 861 $ 875 $ 865 $ 865 $ 870 $ 861 $ 733 $ 734 $ 733 $ 734 $ 733 $ 733 $ 734 $ 733 $ 975 $ 985 $ 975 $ 992 $ 983 $ 982 $ 992 $ 975 $ 8,717 $ 9,258 $ 8,717 $ 9,460 $ 8,988 $ 8,919 $ 9,259 $ 8,717 $ 33,597 $ 35,771 $ 33,597 $ 36,685 $ 34,711 $ 34,512 $ 35,826 $ 33,597 $ 15,632 $ 16,666 $ 15,632 $ 17,091 $ 16,137 $ 16,056 $ 16,643 $ 15,632
Fund/Portfolio BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund* BlackRock Select Treasury Strategies Institutional Fund* BlackRock Treasury Strategies Institutional Fund* FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath®Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath®Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 1,649 $ 1,711 $ 1,649 $ 1,737 $ 1,680 $ 1,675 $ 1,711 $ 1,649 $ 967 $ 909 $ 967 $ 969 $ 892 $ 970 $ 971 $ 967 $ 1,154 $ 1,097 $ 1,154 $ 1,162 $ 1,086 $ 1,168 $ 1,171 $ 1,154 $ 2,078 $ 2,021 $ 2,078 $ 2,118 $ 2,041 $ 2,129 $ 2,158 $ 2,078 $ 1,626 $ 1,569 $ 1,626 $ 1,650 $ 1,574 $ 1,662 $ 1,675 $ 1,626 $ 1,548 $ 1,605 $ 1,548 $ 1,633 $ 1,576 $ 1,576 $ 1,605 $ 1,548 $ 991 $ 1,011 $ 991 $ 1,020 $ 1,000 $ 1,000 $ 1,009 $ 991 $ 8,931 $ 9,469 $ 8,931 $ 9,747 $ 9,210 $ 9,210 $ 9,488 $ 8,931 $ 954 $ 970 $ 954 $ 978 $ 962 $ 962 $ 970 $ 954 $ 1,376 $ 1,421 $ 1,376 $ 1,444 $ 1,398 $ 1,398 $ 1,421 $ 1,376 $ 816 $ 822 $ 816 $ 826 $ 819 $ 819 $ 823 $ 816 $ 1,399 $ 1,446 $ 1,399 $ 1,470 $ 1,423 $ 1,423 $ 1,446 $ 1,399 $ 803 $ 809 $ 803 $ 812 $ 806 $ 806 $ 809 $ 803 $ 1,267 $ 1,304 $ 1,267 $ 1,323 $ 1,286 $ 1,286 $ 1,304 $ 1,267 $ 772 $ 776 $ 772 $ 778 $ 774 $ 774 $ 776 $ 772 $ 902 $ 914 $ 902 $ 920 $ 908 $ 908 $ 914 $ 902 $ 746 $ 748 $ 746 $ 749 $ 747 $ 747 $ 748 $ 746 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 2,284 $ 2,389 $ 2,284 $ 2,442 $ 2,337 $ 2,337 $ 2,390 $ 2,284 $ 3,918 $ 4,131 $ 3,918 $ 4,240 $ 4,026 $ 4,026 $ 4,134 $ 3,918 $ 3,689 $ 3,884 $ 3,689 $ 3,985 $ 3,789 $ 3,789 $ 3,890 $ 3,689 $ 4,600 $ 4,855 $ 4,600 $ 4,986 $ 4,731 $ 4,731 $ 4,863 $ 4,600 $ 3,189 $ 3,351 $ 3,189 $ 3,435 $ 3,273 $ 3,273 $ 3,356 $ 3,189 $ 3,530 $ 3,714 $ 3,530 $ 3,809 $ 3,625 $ 3,625 $ 3,721 $ 3,530 $ 2,255 $ 2,354 $ 2,255 $ 2,406 $ 2,307 $ 2,307 $ 2,359 $ 2,255 $ 2,134 $ 2,226 $ 2,134 $ 2,274 $ 2,182 $ 2,182 $ 2,230 $ 2,134 $ 1,312 $ 1,351 $ 1,312 $ 1,371 $ 1,333 $ 1,333 $ 1,353 $ 1,312 $ 763 $ 765 $ 763 $ 766 $ 764 $ 764 $ 766 $ 763 $ 30,922 $ 32,940 $ 30,922 $ 33,964 $ 31,946 $ 31,946 $ 32,970 $ 30,922 $ 19,496 $ 20,773 $ 19,496 $ 21,409 $ 20,132 $ 20,132 $ 20,769 $ 19,496 $ 2,438 $ 2,562 $ 2,438 $ 2,620 $ 2,496 $ 2,496 $ 2,555 $ 2,438 $ 5,105 $ 5,397 $ 5,105 $ 5,546 $ 5,253 $ 5,253 $ 5,402 $ 5,105 $ 6,767 $ 7,161 $ 6,767 $ 7,366 $ 6,972 $ 6,972 $ 7,177 $ 6,767
Fund/Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Group B Funds BlackRock Funds IV BlackRock Alternative Capital Strategies Fund** BlackRock Global Long/Short Credit Fund** BlackRock Impact Bond Fund** BlackRock Funds VI BlackRock CoreAlpha Bond Fund* Master Investment Portfolio II CoreAlpha Bond Master Portfolio** Total Compensation from the BlackRock Fund Complexes1 Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 4,643 $ 4,585 $ 4,643 $ 4,769 $ 4,692 $ 5,063 $ 4,895 $ 4,643 $ 1,904 $ 1,846 $ 1,904 $ 1,937 $ 1,861 $ 2,005 $ 1,971 $ 1,904 $ 2,265 $ 2,208 $ 2,265 $ 2,311 $ 2,234 $ 2,357 $ 2,357 $ 2,265 $ 18,540 $ 19,855 $ 18,540 $ 20,511 $ 19,060 $ 19,547 $ 19,735 $ 18,540 $ 3,943 $ 4,115 $ 3,943 $ 4,276 $ 3,969 $ 4,115 $ 4,148 $ 3,943 $ 2,125 $ 2,213 $ 2,125 $ 2,260 $ 2,173 $ 2,173 $ 2,221 $ 2,125 $ 3,635 $ 3,577 $ 3,635 $ 3,727 $ 3,650 $ 3,808 $ 3,819 $ 3,635 $ 976 $ 919 $ 976 $ 979 $ 902 $ 980 $ 981 $ 976 $ 1,244 $ 1,186 $ 1,244 $ 1,255 $ 1,178 $ 1,264 $ 1,266 $ 1,244 $ 2,086 $ 2,029 $ 2,086 $ 2,126 $ 2,049 $ 2,159 $ 2,166 $ 2,086 $ 762 $ 765 $ 762 $ 767 $ 764 $ 764 $ 765 $ 762 $ 6,617 $ 6,560 $ 6,617 $ 6,811 $ 6,734 $ 7,132 $ 7,004 $ 6,617 $ 945 $ 888 $ 945 $ 946 $ 870 $ 948 $ 948 $ 945 $ 1,789 $ 1,864 $ 1,789 $ 1,901 $ 1,826 $ 1,826 $ 1,862 $ 1,789 $ 370,000 $ 390,000 $ 370,000 $ 400,000 $ 365,000 $ 380,000 $ 390,000 $ 370,000
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Existing Board Members Not SeekingRe-election and Retired Board Members1
Fund/Portfolio | Rodney D. Johnson | Robert C. Robb, Jr. | Frederick W. Winter | |||||||||
Group A Funds | ||||||||||||
BBIF Money Fund* | ||||||||||||
BBIF Treasury Fund* | ||||||||||||
BIF Money Fund* | ||||||||||||
BIF Treasury Fund* | ||||||||||||
BlackRock Asian Dragon Fund, Inc. | $ | 1,208 | $ | 1,109 | $ | 1,084 | ||||||
BlackRock Emerging Markets Fund, Inc. | $ | 1,502 | $ | 1,342 | $ | 1,305 | ||||||
BlackRock Financial Institutions Series Trust | ||||||||||||
BlackRock Summit Cash Reserves Fund | $ | 1,132 | $ | 1,101 | $ | 1,024 |
Fund/Portfolio BlackRock FundsSM BlackRock Advantage Emerging Markets Fund BlackRock Advantage International Fund BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRockAll-Cap Energy & Resources Portfolio BlackRock Commodity Strategies Fund BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 1,313 $ 1,236 $ 1,159 $ 2,186 $ 1,889 $ 1,812 $ 2,320 $ 1,989 $ 1,912 $ 1,550 $ 1,413 $ 1,336 $ 2,299 $ 1,973 $ 1,896 $ 1,173 $ 1,133 $ 1,056 $ 1,466 $ 1,350 $ 1,273 $ 1,042 $ 1,035 $ 958 $ 765 $ 754 $ 753 $ 1,331 $ 1,250 $ 1,173 $ 1,097 $ 1,020 $ 1,001 $ 2,213 $ 1,908 $ 1,831 $ 12,326 $ 9,461 $ 9,385 $ 2,373 $ 2,028 $ 1,951 $ 1,094 $ 1,072 $ 995 $ 1,798 $ 1,599 $ 1,522 $ 3,309 $ 2,727 $ 2,650 $ 2,510 $ 2,210 $ 2,052 $ 789 $ 775 $ 771 $ 1,295 $ 1,222 $ 1,146 $ 2,232 $ 1,923 $ 1,846 $ 2,408 $ 2,055 $ 1,978 $ 1,332 $ 1,207 $ 1,177 $ 1,104 $ 1,080 $ 1,003 $ 3,209 $ 2,694 $ 2,578 $ 1,269 $ 1,203 $ 1,126 $ 1,031 $ 1,025 $ 948 $ 1,032 $ 1,026 $ 949 $ 1,032 $ 1,026 $ 949 $ 1,033 $ 1,027 $ 950 $ 1,032 $ 1,026 $ 949 $ 1,030 $ 1,024 $ 947 $ 1,030 $ 1,024 $ 947 $ 1,152 $ 1,116 $ 1,039 $ 2,556 $ 2,164 $ 2,087 $ 2,828 $ 2,368 $ 2,291 $ 1,196 $ 1,148 $ 1,072 $ 729 $ 728 $ 726 $ 2,458 $ 2,091 $ 2,014
Fund/Portfolio BlackRock Funds III BlackRock Cash Funds: Institutional* BlackRock Cash Funds: Treasury* BlackRock LifePath® Dynamic Retirement Fund* BlackRock LifePath® Dynamic 2020 Fund* BlackRock LifePath® Dynamic 2025 Fund* BlackRock LifePath® Dynamic 2030 Fund* BlackRock LifePath® Dynamic 2035 Fund* BlackRock LifePath® Dynamic 2040 Fund* BlackRock LifePath® Dynamic 2045 Fund* BlackRock LifePath® Dynamic 2050 Fund* BlackRock LifePath® Dynamic 2055 Fund* BlackRock LifePath® Dynamic 2060 Fund* BlackRock LifePath® Index Retirement Fund* BlackRock LifePath® Index 2020 Fund* BlackRock LifePath® Index 2025 Fund* BlackRock LifePath® Index 2030 Fund* BlackRock LifePath® Index 2035 Fund* BlackRock LifePath® Index 2040 Fund* BlackRock LifePath® Index 2045 Fund* BlackRock LifePath® Index 2050 Fund* BlackRock LifePath® Index 2055 Fund* BlackRock LifePath® Index 2060 Fund* iShares MSCI Total International Index Fund* iShares Russell 1000Large-Cap Index Fund* iShares S&P 500 Index Fund* iShares U.S. Aggregate Bond Index Fund* BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund* BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund* BlackRock Advantage Large Cap Value Fund* BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund* BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 16,297 $ 13,034 $ 12,353 $ 1,639 $ 1,481 $ 1,404 $ 1,113 $ 1,034 $ 1,014 $ 763 $ 754 $ 752 $ 3,508 $ 2,958 $ 2,802 $ 68,175 $ 54,521 $ 51,098
Fund/Portfolio MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund* BlackRock Select Treasury Strategies Institutional Fund* BlackRock Treasury Strategies Institutional Fund* FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 2,861 $ 2,437 $ 2,319 $ 908 $ 870 $ 861 $ 737 $ 734 $ 733 $ 1,061 $ 985 $ 975 $ 11,428 $ 9,258 $ 8,717 $ 44,741 $ 35,771 $ 33,597 $ 20,686 $ 16,666 $ 15,632 $ 1,963 $ 1,711 $ 1,649 $ 1,082 $ 1,063 $ 986 $ 1,333 $ 1,250 $ 1,173 $ 2,570 $ 2,175 $ 2,098 $ 1,965 $ 1,722 $ 1,645 $ 1,830 $ 1,605 $ 1,548 $ 1,083 $ 1,011 $ 991 $ 11,716 $ 9,469 $ 8,931 $ 1,034 $ 970 $ 954 $ 1,599 $ 1,421 $ 1,376 $ 849 $ 822 $ 816 $ 1,631 $ 1,446 $ 1,399 $ 833 $ 809 $ 803 $ 1,454 $ 1,304 $ 1,267 $ 791 $ 776 $ 772 $ 964 $ 914 $ 902 $ 755 $ 748 $ 746 $ 288 $ 287 $ 287 $ 2,815 $ 2,389 $ 2,284 $ 5,002 $ 4,131 $ 3,918 $ 4,696 $ 3,884 $ 3,689 $ 5,916 $ 4,855 $ 4,600 $ 4,027 $ 3,351 $ 3,189 $ 4,484 $ 3,714 $ 3,530 $ 2,776 $ 2,354 $ 2,255 $ 2,615 $ 2,226 $ 2,134
Fund/Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Group B Funds BlackRock Funds IV BlackRock Alternative Capital Strategies Fund** BlackRock Global Long/Short Credit Fund** BlackRock Impact Bond Fund** BlackRock Funds VI BlackRock CoreAlpha Bond Fund* Master Investment Portfolio II CoreAlpha Bond Master Portfolio** Total Compensation from the BlackRock Fund Complexes2 Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 1,514 $ 1,351 $ 1,312 $ 778 $ 765 $ 763 $ 41,161 $ 32,940 $ 30,922 $ 25,861 $ 20,773 $ 19,496 $ 3,021 $ 2,562 $ 2,438 $ 6,592 $ 5,397 $ 5,105 $ 8,818 $ 7,161 $ 6,767 $ 6,002 $ 4,739 $ 4,662 $ 2,335 $ 2,000 $ 1,923 $ 2,820 $ 2,361 $ 2,284 $ 24,612 $ 20,009 $ 18,559 $ 5,067 $ 4,269 $ 3,962 $ 2,603 $ 2,213 $ 2,125 $ 4,654 $ 3,731 $ 3,654 $ 1,095 $ 1,072 $ 996 $ 1,453 $ 1,340 $ 1,263 $ 2,581 $ 2,183 $ 2,106 $ 777 $ 765 $ 762 $ 8,647 $ 6,713 $ 6,636 $ 1,053 $ 1,041 $ 965 $ 2,153 $ 1,864 $ 1,789 $ 470,000 $ 390,000 $ 370,000
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Appendix E – Equity Securities Owned by Board Members and Board Nominees
The following tables, under the heading “Aggregate Dollar Range of Equity Securities,” set forth the dollar range of shares of each Fund beneficially owned by the Board Nominees and Existing Board Members in the Funds that they oversee or are nominated to oversee as of August 1, 2018.
As of August 1, 2018, 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, except as indicated in the table below.
Fund, Portfolio and Class | Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding Shares of Class Owned | Percentage of Outstanding Shares of Portfolio Owned | ||||||||||||
BlackRock FundsSM | ||||||||||||||||
BlackRock Emerging Markets Equity Strategies Fund—Institutional Shares* | Mark Stalnecker | 67,779.53 | 11.56 | % | 5.57 | % |
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As of August 1, 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 August 1, 2018, 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)
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Appendix F – Meetings of the Boards
During the most recent full fiscal year for each Fund listed in the table below, the Board met the following number of times:
Group A Funds
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Appendix G – 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 Company Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below.
Information Pertaining to the Executive Officers
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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.
Appendix H – 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 Name | Accounting Firm* | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | ||||||
BBIF Money Fund | D&T | 3/31 | 8,160 | 8,198 | — | 2,000 | ||||||
BBIF Treasury Fund | D&T | 3/31 | 8,160 | 8,198 | — | 2,000 | ||||||
BIF Money Fund | D&T | 3/31 | 8,160 | 8,160 | — | 2,000 | ||||||
BIF Treasury Fund | D&T | 3/31 | 8,160 | 8,160 | — | 2,000 | ||||||
BlackRock Asian Dragon Fund, Inc. | D&T | 12/31 | 40,486 | 41,706 | — | — | ||||||
BlackRock Emerging Markets Fund, Inc. | D&T | 10/31 | 38,701 | 39,921 | — | — | ||||||
BlackRock Financial Institutions Series Trust | ||||||||||||
BlackRock Summit Cash Reserves Fund | D&T | 4/30 | 26,520 | 27,183 | — | 2,000 | ||||||
BlackRock Funds SM | ||||||||||||
BlackRock Advantage Emerging Markets Fund | PwC | 7/31 | 50,000 | 50,000 | 9,000 | — | ||||||
BlackRock Advantage International Fund | D&T | 9/30 | 33,150 | 31,892 | — | — | ||||||
BlackRock Advantage Large Cap Growth Fund | D&T | 9/30 | 20,196 | 20,188 | — | — | ||||||
BlackRock Advantage Small Cap Core Fund | D&T | 5/31 | 36,414 | 36,418 | — | 2,000 | ||||||
BlackRock Advantage Small Cap Growth Fund | D&T | 9/30 | 29,682 | 28,502 | — | — | ||||||
BlackRockAll-Cap Energy & Resources Portfolio | D&T | 9/30 | 19,686 | 20,876 | — | — | ||||||
BlackRock Commodity Strategies Fund | PwC | 7/31 | 49,600 | 46,550 | 4,000 | — | ||||||
BlackRock Emerging Markets Dividend Fund | D&T | 9/30 | 36,720 | 35,462 | — | — | ||||||
BlackRock Emerging Markets Equity Strategies Fund | D&T | 12/31 | 58,548 | 52,200 | — | — | ||||||
BlackRock Energy & Resources Portfolio | D&T | 9/30 | 26,316 | 27,583 | — | — | ||||||
BlackRock Exchange Portfolio | D&T | 12/31 | 17,893 | 19,113 | — | — | ||||||
BlackRock Global Long/Short Equity Fund | PwC | 7/31 | 64,000 | 64,000 | — | — |
Fund Name BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) D&T 9/30 39,882 41,149 — — D&T 9/30 23,358 24,599 — — D&T 5/31 36,924 36,877 — — D&T 9/30 26,520 26,537 — — D&T 9/30 19,992 21,259 — 2,000 D&T 3/31 26,520 20,145 — 2,000 D&T 1/31 21,828 21,858 — — PwC 7/31 22,100 22,123 4,000 — D&T 9/30 64,464 65,688 — 4,000 D&T 9/30 36,720 36,737 — — D&T 10/31 76,053 66,122 — — PwC 7/31 40,000 27,000 — 4,000 D&T 1/31 26,520 26,000 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,140 — 5,000 PwC 7/31 22,000 22,140 — — PwC 7/31 22,000 22,140 — —
Fund Name iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund (1) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 7/31 22,000 21,800 — — D&T 12/31 20,849 18,216 — — PwC 7/31 22,000 21,800 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 9,921 — — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 9,865 — — PwC 12/31 11,023 11,148 — —
Fund Name iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — D&T 12/31 32,440 33,660 6,000 — D&T 12/31 8,339 7,689 — — D&T 9/30 8,160 8,160 — — D&T 9/30 8,160 8,160 — — D&T 9/30 29,376 29,325 — — D&T 6/30 8,160 8,160 — — D&T 10/31 37,273 38,493 — — D&T 10/31 27,680 22,606 1,000 — D&T 10/31 27,680 27,030 1,000 — D&T 10/31 31,250 30,600 5,500 4,500 D&T 10/31 26,864 26,214 1,000 — D&T 10/31 25,500 24,850 1,000 — D&T 10/31 27,680 22,606 1,000 — D&T 10/31 25,857 25,207 1,000 — D&T 10/31 33,290 32,640 1,000 4,500 D&T 10/31 31,250 30,600 1,000 — D&T 10/31 25,500 24,850 1,000 — PwC 10/31 29,000 7,510 — — D&T 4/30 8,160 9,218 — 4,000
Fund Name BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (1) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) D&T 4/30 8,160 9,830 — 4,000 D&T 4/30 8,160 9,218 — 4,000 D&T 4/30 26,520 32,997 — 4,000 D&T 4/30 24,480 30,702 — 4,000 D&T 4/30 26,520 38,199 — 2,000 D&T 4/30 24,480 38,199 — 2,000 PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 13,731 — — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — —
Fund Name LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Retirement Reserves Money Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 11,511 — — PwC 12/31 12,407 12,507 — — PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 12,407 12,507 — — PwC 12/31 24,120 24,370 — — D&T 9/30 36,210 36,202 — — D&T 9/30 33,150 33,142 — — D&T 6/30 33,150 33,142 — — D&T 3/31 26,520 32,997 — — D&T 3/31 24,480 26,826 — — D&T 12/31 29,380 30,600 — — D&T 4/30 26,520 28,110 — 2,000 Ready Assets U.S.A. Government Money Fund D&T 4/30 26,520 27,221 — — Ready Assets U.S. Treasury Money Fund D&T 4/30 24,480 23,804 — — Retirement Series Trust D&T 4/30 26,520 27,897 — 2,000
|
|
Group B Funds
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 IV | ||||||||||||||||||||||||
BlackRock Alternative Capital Strategies Fund ** | D&T | 12/31 | 65,688 | 60,000 | — | — | ||||||||||||||||||
BlackRock Global Long/Short Credit Fund ** | PwC | 7/31 | 69,300 | 69,300 | — | — | ||||||||||||||||||
BlackRock Impact Bond Fund ** | D&T | 5/31 | 56,712 | 51,140 | — | — | ||||||||||||||||||
BlackRock Funds VI | ||||||||||||||||||||||||
BlackRock CoreAlpha Bond Fund ** | PwC | 12/31 | 11,023 | 11,148 | — | — | ||||||||||||||||||
Master Investment Portfolio II | ||||||||||||||||||||||||
CoreAlpha Bond Master Portfolio ** | PwC | 12/31 | 39,538 | 34,888 | — | — |
|
|
Tax Fees and All Other Fees
Group A Funds
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 ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||
BBIF Money Fund | 3/31 | 9,800 | 9,792 | — | — | |||||
BBIF Treasury Fund | 3/31 | 9,800 | 9,792 | — | — | |||||
BIF Money Fund | 3/31 | 9,800 | 9,792 | — | — | |||||
BIF Treasury Fund | 3/31 | 9,800 | 9,792 | — | — | |||||
BlackRock Asian Dragon Fund, Inc. | 12/31 | 14,727 | 14,427 | — | — | |||||
BlackRock Emerging Markets Fund, Inc. | 10/31 | 15,027 | 14,127 | — | — | |||||
BlackRock Financial Institutions Series Trust | ||||||||||
BlackRock Summit Cash Reserves Fund | 4/30 | 9,800 | 9,792 | — | — | |||||
BlackRock Funds SM | ||||||||||
BlackRock Advantage Emerging Markets Fund (1) | 7/31 | — | — | — | — | |||||
BlackRock Advantage International Fund | 9/30 | 14,100 | 14,727 | — | — |
Fund Name BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRockAll-Cap Energy & Resources Portfolio BlackRock Commodity Strategies Fund (1) BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund (1) BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund (1) BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund (1) iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund (1) iShares Edge MSCI Min Vol USA Index Fund (1) iShares Edge MSCI Multifactor Intl Index Fund (1) iShares Edge MSCI Multifactor USA Index Fund (1) iShares Edge MSCI USA Momentum Factor Index Fund (1) iShares Edge MSCI USA Quality Factor Index Fund (1) iShares Edge MSCI USA Size Factor Index Fund (1) Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 9/30 13,100 13,407 — — 5/31 15,500 13,407 — — 9/30 13,100 13,707 — — 9/30 13,100 13,707 — — 7/31 — — — — 9/30 14,100 14,727 — — 12/31 21,238 20,600 — — 9/30 13,100 13,707 — — 12/31 12,852 12,852 — — 7/31 — — — — 9/30 13,100 13,707 — — 9/30 13,100 13,707 — — 5/31 15,500 14,007 — — 9/30 14,100 14,727 — — 9/30 13,100 13,707 — — 3/31 9,800 9,792 — — 1/31 13,100 14,007 — — 7/31 — — — — 9/30 13,100 14,307 — — 9/30 13,100 13,707 — — 10/31 20,600 20,000 — — 7/31 — — — — 1/31 14,100 — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — —
Fund Name iShares Edge MSCI USA Value Factor Index Fund (1) iShares MSCI Asia ex Japan Index Fund (1) iShares MSCI Developed World Index Fund (1) iShares RussellMid-Cap Index Fund (1) iShares RussellSmall/Mid-Cap Index Fund (1) iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund (1) BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund (2) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 12/31 15,440 15,402 — — 7/31 — — — — 12/31 2,925 2,425 — — 12/31 2,925 2,425 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 — — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — —
Fund Name iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund (1) Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund FFI Government Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 14,765 9,582 — — 12/31 12,062 11,424 — — 9/30 13,100 14,007 — — 9/30 13,100 14,007 — — 9/30 13,100 13,107 — — 6/30 13,100 14,007 — — 10/31 15,027 14,127 — — 10/31 10,812 10,812 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 10,812 10,812 — — 10/31 10,812 10,812 — — 10/31 10,812 10,812 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 — — — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — —
Fund Name FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (2) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 4/30 9,800 9,792 — — 4/30 13,300 13,260 — — 4/30 13,300 13,260 — — — — 12/31 20,661 20,161 — — 12/31 15,626 18,460 — — 12/31 15,626 15,126 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 — — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 — 3,633 — — 12/31 15,626 15,126 — — 12/31 15,626 18,459 — —
Fund Name Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 12/31 7,133 3,633 — — 12/31 15,626 15,126 — — 9/30 13,500 13,815 — — 9/30 13,500 13,515 — — 6/30 13,500 13,515 — — 3/31 13,300 13,260 — — 3/31 13,300 13,260 — — 12/31 17,379 17,640 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — —
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Group B Funds
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 Funds IV | ||||||||||||||||||||
BlackRock Alternative Capital Strategies Fund ** | 12/31 | 20,638 | 20,000 | — | — | |||||||||||||||
BlackRock Global Long/Short Credit Fund (1),** | 7/31 | — | — | — | — | |||||||||||||||
BlackRock Impact Bond Fund ** | 5/31 | 17,500 | 16,002 | — | — | |||||||||||||||
BlackRock Funds VI | ||||||||||||||||||||
BlackRock CoreAlpha Bond Fund ** | 12/31 | 8,066 | 7,566 | — | — | |||||||||||||||
Master Investment Portfolio II | ||||||||||||||||||||
CoreAlpha Bond Master Portfolio ** | 12/31 | 20,661 | 20,161 | — | — |
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AggregateNon-Audit Fees for Services Provided to Each Fund and its Affiliated Service
ProvidersPre-Approved by the Audit Committee*
Group A Funds
Aggregate Non-Audit Fees | ||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
BBIF Money Fund | 3/31 | 9,800 | 11,792 | |||
BBIF Treasury Fund | 3/31 | 9,800 | 11,792 | |||
BIF Money Fund | 3/31 | 9,800 | 11,792 | |||
BIF Treasury Fund | 3/31 | 9,800 | 11,792 | |||
BlackRock Asian Dragon Fund, Inc. | 12/31 | 14,727 | 14,427 | |||
BlackRock Emerging Markets Fund, Inc. | 10/31 | 15,027 | 14,127 | |||
BlackRock Financial Institutions Series Trust | ||||||
BlackRock Summit Cash Reserves Fund | 4/30 | 9,800 | 11,792 | |||
BlackRock Funds SM | ||||||
BlackRock Advantage Emerging Markets Fund | 7/31 | 9,000 | — | |||
BlackRock Advantage International Fund | 9/30 | 14,100 | 14,727 | |||
BlackRock Advantage Large Cap Growth Fund | 9/30 | 13,100 | 13,407 | |||
BlackRock Advantage Small Cap Core Fund | 5/31 | 15,500 | 15,407 | |||
BlackRock Advantage Small Cap Growth Fund | 9/30 | 13,100 | 13,707 | |||
BlackRockAll-Cap Energy & Resources Portfolio | 9/30 | 13,100 | 13,707 | |||
BlackRock Commodity Strategies Fund | 7/31 | 4,000 | — | |||
BlackRock Emerging Markets Dividend Fund | 9/30 | 14,100 | 14,727 | |||
BlackRock Emerging Markets Equity Strategies Fund | 12/31 | 21,238 | 20,600 | |||
BlackRock Energy & Resources Portfolio | 9/30 | 13,100 | 13,707 | |||
BlackRock Exchange Portfolio | 12/31 | 12,852 | 12,852 | |||
BlackRock Global Long/Short Equity Fund | 7/31 | — | — | |||
BlackRock Health Sciences Opportunities Portfolio | 9/30 | 13,100 | 13,707 | |||
BlackRock High Equity Income Fund | 9/30 | 13,100 | 13,707 | |||
BlackRock Impact U.S. Equity Fund | 5/31 | 15,500 | 14,007 | |||
BlackRock International Dividend Fund | 9/30 | 14,100 | 14,727 | |||
BlackRockMid-Cap Growth Equity Portfolio | 9/30 | 13,100 | 15,707 | |||
BlackRock Money Market Portfolio | 3/31 | 9,800 | 11,792 | |||
BlackRock Real Estate Securities Fund | 1/31 | 13,100 | 14,007 | |||
BlackRock Short Obligations Fund | 7/31 | 4,000 | — | |||
BlackRock Tactical Opportunities Fund | 9/30 | 13,100 | 18,307 |
Fund Name BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund(1) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 9/30 13,100 13,707 10/31 20,600 20,000 7/31 — 4,000 1/31 14,100 — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — 5,000 7/31 — — 7/31 — — 7/31 — — 12/31 15,440 15,402 7/31 — — 12/31 2,925 2,425 12/31 2,925 2,425 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 8,066 — 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566
Fund Name BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 20,765 9,582 12/31 12,062 11,424 9/30 13,100 14,007 9/30 13,100 14,007 9/30 13,100 13,107 6/30 13,100 14,007 10/31 15,027 14,127 10/31 11,812 10,812 10/31 10,792 9,792 10/31 15,292 14,292 10/31 11,812 10,812 10/31 11,812 10,812 10/31 11,812 10,812 10/31 10,792 9,792 10/31 10,792 14,292 10/31 10,792 9,792 10/31 10,792 9,792 10/31 — — 4/30 9,800 13,792 4/30 9,800 13,792 4/30 9,800 13,792
Fund Name FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (1) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 4/30 9,800 13,792 4/30 9,800 13,792 4/30 13,300 15,260 4/30 13,300 15,260 12/31 20,661 20,161 12/31 15,626 18,460 12/31 15,626 15,126 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 15,619 — 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 — 3,633 12/31 15,626 15,126 12/31 15,626 18,459 12/31 7,133 3,633 12/31 15,626 15,126 9/30 13,500 13,815
Fund Name Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 9/30 13,500 13,515 6/30 13,500 13,515 3/31 13,300 13,260 3/31 13,300 13,260 12/31 17,379 17,640 4/30 9,800 11,792 4/30 9,800 9,792 4/30 9,800 9,792 4/30 9,800 11,792
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Group B Funds
Aggregate Non-Audit Fees | ||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||||
BlackRock Funds IV | ||||||||||||
BlackRock Alternative Capital Strategies Fund ** | 12/31 | 20,638 | 20,000 | |||||||||
BlackRock Global Long/Short Credit Fund ** | 7/31 | — | — | |||||||||
BlackRock Impact Bond Fund ** | 5/31 | 17,500 | 16,002 | |||||||||
BlackRock Funds VI | ||||||||||||
BlackRock CoreAlpha Bond Fund ** | 12/31 | 8,066 | 7,566 | |||||||||
Master Investment Portfolio II | ||||||||||||
CoreAlpha Bond Master Portfolio ** | 12/31 | 20,661 | 20,161 |
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Appendix I – 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. Additional information about the investment manager andsub-advisers is set forth after the table below.
Group A Funds
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BlackRock Advisors, LLC serves as investment manager and/or administrator to certain of the Funds and/or Portfolios, and is located at 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock Advisors, LLC 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 Fund Advisors is located at 400 Howard Street, San Francisco, California 94105.
BlackRock Asset Management North Asia Limited is located at 16/F Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
BlackRock (Singapore) Limited is located at 20 Anson Road,#18-01, 079912 Singapore.
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.
Appendix J – 5% Share Ownership
For purposes of this Appendix 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 J.
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As of September 24, 2018, 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 and Class | Name and Address of Owner | Shares Owned | Percentage of Outstanding Shares of Class Owned | |||
BBIF Money Fund | ||||||
BBIF Money Fund – Class 1 Shares | Merrill Lynch Pierce Fenner & Smith | 172,054,197 | 100% | |||
BBIF Money Fund – Class 2 Shares | Merrill Lynch Pierce Fenner & Smith | 245,413,478 | 100% | |||
BBIF Money Fund – Class 3 Shares | Merrill Lynch Pierce Fenner & Smith | 621,411,382 | 100% | |||
BBIF Money Fund – Class 4 Shares | Merrill Lynch Pierce Fenner & Smith | 960,720,307 | 100% | |||
BBIF Treasury Fund | ||||||
BBIF Treasury Fund – Class 1 Shares | Merrill Lynch Pierce Fenner & Smith | 16,834,473 | 100% | |||
BBIF Treasury Fund – Class 2 Shares | Merrill Lynch Pierce Fenner & Smith | 34,862,107 | 100% | |||
BBIF Treasury Fund – Class 3 Shares | Merrill Lynch Pierce Fenner & Smith | 190,429,304 | 100% | |||
BBIF Treasury Fund – Class 4 Shares | Merrill Lynch Pierce Fenner & Smith | 494,522,386 | 100% | |||
BIF Money Fund | ||||||
BIF Money Fund | Merrill Lynch Pierce Fenner & Smith | 8,432,678,106 | 100% | |||
BIF Treasury Fund | ||||||
BIF Treasury Fund | Merrill Lynch Pierce Fenner & Smith | 1,143,228,774 | 100% | |||
BlackRock Asian Dragon Fund, Inc. | ||||||
BlackRock Asian Dragon Fund, Inc. - Investor A Shares | Merrill Lynch Pierce Fenner & Smith | 3,394,875.21 | 62.77% | |||
Morgan Stanley & Co. | 298,624.19 | 5.52% | ||||
National Financial Services LLC | 298,616.28 | 5.52% | ||||
BlackRock Asian Dragon Fund, Inc. - Investor C Shares | Merrill Lynch Pierce Fenner & Smith | 187,040.68 | 29.03% | |||
Morgan Stanley & Co. | 98,772.05 | 15.33% | ||||
Pershing LLC | 52,505.47 | 8.15% | ||||
National Financial Services LLC | 42,472.79 | 6.59% | ||||
Wells Fargo Clearing Services | 40,245.95 | 6.24% | ||||
Raymond James | 37,073.10 | 5.75% | ||||
UBS WM USA | 34,095.85 | 5.29% | ||||
Charles Schwab & Co. Inc. Special Custody Acct FBO Customers | 33,084.05 | 5.13% | ||||
BlackRock Asian Dragon Fund, Inc. - Class R Shares | Merrill Lynch Pierce Fenner & Smith | 110,593.79 | 54.98% | |||
Pershing LLC | 17,187.92 | 8.54% | ||||
Reliance Trust Company FBO MassMutual DMF PO Box 48529 Atlanta, GA 30362 | 14,445.89 | 7.18% | ||||
Ascensus Trust Company FBO Anderson & Wood Plan 209120 PO Box 10758 Fargo, ND 58106 | 12,425.76 | 6.17% |
Fund and Class Name and Address of Owner SEI Private Trust Company FBOCarson-N Non Sch Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Asian Dragon Fund, Inc. – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,470,797.95 48.14% National Financial Services LLC 387,816.86 7.55% BlackRock Asian Dragon Fund, Inc. - Class K Shares Edward D. Jones and Co. 29,873.94 69.26% BlackRock Financial Management, Inc. 10,700.91 24.81% JP Morgan Securities LLC 2,494.17 5.78% BlackRock Emerging Markets Fund, Inc. BlackRock Emerging Markets Fund, Inc. – Investor A Shares Merrill Lynch Pierce Fenner & Smith 5,548,877.48 65.92% BlackRock Emerging Markets Fund, Inc. – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,396,824.92 64.64% Wells Fargo Clearing Services 139,787.40 6.46% BlackRock Emerging Markets Fund, Inc. – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,649,359.82 53.19% National Financial Services LLC 1,124,629.39 22.58% Pershing LLC 256,229.41 5.14% BlackRock Emerging Markets Fund, Inc. – Class K Shares Edward D. Jones and Co. 67,372.48 88.67% BlackRock Financial Management, Inc. 7,701.19 10.13% BlackRock Financial Institutions Series Trust BlackRock Summit Cash Reserves Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 35,452,880.71 92.74% BlackRock Summit Cash Reserves Fund – Investor C Shares BlackRock Financial Management, Inc. 50,000.00 100% BlackRock FundsSM BlackRock Advantage Emerging Markets Fund – Investor A Shares National Financial Services LLC 148,012.04 28.95% 81,803.98 16.00% Wells Fargo Clearing Services 51,460.96 10.06% SEI Private Trust Company 36,379.54 7.11% Charles Schwab and Co. 28,781.47 5.63% Merrill Lynch Pierce Fenner & Smith 28,207.26 5.51% BlackRock Advantage Emerging Markets Fund – Investor C Shares Morgan Stanley & Co. 99,780.99 31.30% JP Morgan Securities LLC 41,279.96 12.95% Merrill Lynch Pierce Fenner & Smith 33,255.54 10.43% UBS WM USA 32,009.42 10.04% Raymond James 29,029.23 9.10% Wells Fargo Clearing Services 16,386.49 5.14% National Financial Services LLC 16,205.46 5.08%
Fund and Class Name and Address of Owner *BlackRock Funds II 60/40 Target Allocation Fund *BlackRock Funds II 80/20 Target Allocation Fund *BlackRock Funds LLC LifePath Dynamic Master 2040 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2030 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2020 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2050 Portfolio *BlackRock Funds II 40/60 Target Allocation Fund State Street Bank and Trust As TTEE and/or Custodian (FBO) ADP Access, Large MarketNon-Qualified Capital Bank & Trust Co. TTEE FBO For Bare Feet Inc. 401(k) 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 Reliance Trust Company FBO MassMutual DMF PO Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Emerging Markets Fund – Institutional Shares National Financial Services LLC 629,084.52 21.36% Pershing LLC 489,351.90 16.61% UBS WM USA 398,721.25 13.53% Wells Fargo Clearing Services 379,815.23 12.89% Morgan Stanley & Co. 349,449.97 11.86% Merrill Lynch Pierce Fenner & Smith 181,911.34 6.17% BlackRock Advantage Emerging Markets Fund – Class K Shares 2,571,992.51 18.90% 2,340,972.44 17.21% 2,002,086.65 14.71% 1,934,290.49 14.22% 1,214,724.11 8.93% 801,967.39 5.89% 716,355.07 5.26% BlackRock Advantage International Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 13,318,202.67 73.72% BlackRock Advantage International Fund – Investor C Shares Morgan Stanley & Co. 346,651.09 24.08% UBS WM USA 195,620.19 13.59% Merrill Lynch Pierce Fenner & Smith 192,594.64 13.38% Wells Fargo Clearing Services 142,224.75 9.88% National Financial Services LLC 94,355.78 6.55% Pershing LLC 93,241.68 6.47% Raymond James 85,065.98 5.91% BlackRock Advantage International Fund – Class R Shares 163,904.69 36.20% Merrill Lynch Pierce Fenner & Smith 131,039.03 28.94% 45,858.89 10.12% 27,726.81 6.12%
Fund and Class Name and Address of Owner BlackRock Advisors LLC FBO BlackRock College 2020 Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority International Opportunities Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College Enrollment Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Aggressive Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College 2027 Option BlackRock Advisors LLC FBO BlackRock College 2024 Option BlackRock Advisors LLC BlackRock College 2032 Option Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage International Fund – Class K Shares Edward D Jones and Co. 440,441.40 93.04% BlackRock Advantage International Fund – Institutional Shares 3,197,326.28 13.29% 3,190,609.82 13.27% 2,995,437.90 12.45% Merrill Lynch Pierce Fenner & Smith 2,610,204.61 10.85% 2,167,335.08 9.01% 1,593,113.93 6.62% 1,548,756.42 6.44% 1,337,155.40 5.56% 1,239,342.09 5.15% BlackRock Advantage Large Cap Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 21,358,581.68 49.95% National Financial Services LLC 3,187,720.43 7.45% BlackRock Advantage Large Cap Growth Fund – Investor C Shares Wells Fargo Clearing Services 509,708.01 15.18% National Financial Services LLC 461,997.34 13.76% Morgan Stanley & Co. 391,131.95 11.65% Merrill Lynch Pierce Fenner & Smith 306,901.29 9.14% Pershing LLC 286,392.98 8.53% UBS WM USA 190,923.73 5.68% BlackRock Advantage Large Cap Growth Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 107,169.14 84.23% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 10,075.46 7.91% BlackRock Advantage Large Cap Growth Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,347,776.50 56.00% UBS WM USA 333,310.92 7.95% Wells Fargo Clearing Services 302,154.94 7.20% National Financial Services LLC 298,951.91 7.13% BlackRock Advantage Large Cap Growth Fund – Class K Shares JP Morgan Securities LLC 21,821.18 64.09% BlackRock Financial Management Inc. 12,217.47 35.88%
Fund and Class Name and Address of Owner BlackRock Funds MLPF Cust FPO David G. Cherup IRA P.O. Box 8907 Wilmington, DE 19899-8907 BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option Saxon & Co. P.O. Box 94597 Cleveland, OH 44101-4597 *Gibson Dunn & Crutcher LLP Partners Cash Balance Plan 333 South Grand Ave. Los Angeles, CA 90071 Saxon & Co. P.O. Box 94597 Cleveland, OH 44101-4597 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Large Cap Growth Fund – Service Shares Wells Fargo Clearing Services 2,755.94 29.82% Morgan Stanley & Co. 2,142.86 23.18% National Financial Services LLC 1,722.94 18.64% TD Ameritrade 863.93 9.34% 763.576 8.26% Pershing LLC 562.301 6.08% BlackRock Advantage Small Cap Core Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 4,000,583.32 77.91% Charles Schwab & Co. Inc. 521,589.16 10.15% BlackRock Advantage Small Cap Core Fund – Investor C Shares Raymond James 64,536.12 29.32% Pershing LLC 36,943.15 16.78% LPL Financial 23,817.06 10.82% National Financial Services LLC 20,391.36 9.26% RBC Capital Markets LLC 12,323.65 5.59% BlackRock Advantage Small Cap Core Fund – Institutional Shares Goldman Sachs & Co. 13,371,776.31 43.95% Charles Schwab & Co. Inc. 4,415,057.23 14.51% 2,041,647.72 6.71% Pershing LLC 1,527,876.83 5.02% BlackRock Advantage Small Cap Core Fund – Class K Shares 271,608.70 33.35% Wells Fargo Bank NA FBO Temple Univ Invs 147,104.66 18.06% Wells Fargo Bank NA FBO Jeanes Hospital 106,985.21 13.13% 104,849.28 12.87% 50,817.97 6.24% BlackRock Advantage Small Cap Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 4,872,136.15 39.54% National Financial Services LLC 1,302,121.97 10.56%
Fund and Class Name and Address of Owner Reliance Trust Company FBO MassMutual DMF P.O. Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Small Cap Growth Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,098,470.89 31.61% RBC Capital Markets LLC 377,979.84 10.87% Morgan Stanley & Co. 277,630.12 7.98% LPL Financial 179,947.89 5.17% UBS WM USA 178,801.17 5.14% Pershing LLC 174,506.16 5.02% National Financial Services 174,453.27 5.02% BlackRock Advantage Small Cap Growth Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 479,816.48 37.53% Hartford Life Insurance Company 347,246.63 27.16% 121,851.88 9.53% BlackRock Advantage Small Cap Growth Fund – Institutional Shares LPL Financial 6,292,341.81 29.62% Merrill Lynch Pierce Fenner & Smith 5,120,351.40 24.10% National Financial Services LLC 3,744,687.31 17.62% BlackRock Advantage Small Cap Growth Fund – Class K Shares Edward D. Jones and Co. 83,272.94 88.68% BlackRock Financial Management Inc. 9,606.15 10.23% BlackRock Advantage Small Cap Growth Fund – Service Shares National Financial Services LLC 425,308.96 56.71% Vanguard Fiduciary Trust Company
P.O. Box 2600
Valley Forge, PA 19482-2600 131,679.44 17.55% ICMA Retirement Corporation
777 North Capitol Street, NE
Washington DC 20002 88,017.58 11.73% BlackRockAll-Cap Energy & Resources Portfolio – Investor A Shares National Financial Services LLC 526,376.78 15.11% Pershing LLC 436,578.84 12.53% Merrill Lynch Pierce Fenner & Smith 339,769.74 9.75% Edward D. Jones and Co. 223,355.17 6.41% Wells Fargo Clearing Services 207,269.65 5.94% BlackRockAll-Cap Energy & Resources Portfolio – Investor C Shares Morgan Stanley & Co. 322,178.89 16.70% Wells Fargo Clearing Services 278,369.21 14.43% Pershing LLC 214,498.90 11.12% UBS WM USA 180,282.22 9.34% Merrill Lynch Pierce Fenner & Smith 165,407.23 8.57% National Financial Services LLC 117,014.24 6.06%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Raymond James 101,181.72 5.24% BlackRockAll-Cap Energy & Resources Portfolio – Institutional Shares UBS WM USA 284,123.49 16.28% Pershing LLC 279,460.86 16.01% Wells Fargo Clearing Services 164,595.85 9.43% LPL Financial 139,735.43 8.00% National Financial Services LLC 130,085.66 7.45% Raymond James 114,874.55 6.58% Charles Schwab & Co. Inc. 107,170.41 6.14% Morgan Stanley & Co. 88,022.14 5.04% BlackRockAll-Cap Energy & Resources Portfolio – Service Shares National Financial Services LLC 17,358.39 34.91% 13,612.29 27.37% TD Ameritrade 12,858.35 25.86% BlackRock Commodity Strategies Fund – Investor A Shares National Financial Services LLC 1,653,262.35 23.03% Morgan Stanley & Co. 1,387,738.16 19.33% Charles Schwab & Co. Inc. 737,808.33 10.27% Raymond James 657,557.61 9.16% Merrill Lynch Pierce Fenner & Smith 622,998.59 8.67% Pershing LLC 494,721.83 6.89% Edward D. Jones and Co. 390,537.65 5.44% BlackRock Commodity Strategies Fund – Investor C Shares Morgan Stanley & Co. 221,975.84 22.46% Pershing LLC 146,469.49 14.82% National Financial Services LLC 114,767.87 11.61% LPL Financial 76,295.82 7.72% Merrill Lynch Pierce Fenner & Smith 73,718.27 7.46% Edward D. Jones and Co. 70,560.43 7.14% UBS WM USA 69,169.84 7.00% BlackRock Commodity Strategies Fund – Institutional Shares National Financial Services LLC 4,431,073.77 16.81% American Enterprise Investment SVC 3,707,336.13 14.06% Charles Schwab & Co. 3,547,357.13 13.45% Raymond James 3,453,964.31 13.10% Pershing LLC 3,095,012.54 11.74% UBS WM USA 2,082,580.05 7.90% LPL Financial 1,955,650.57 7.41%
Fund and Class Name and Address of Owner Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,713,629.68 6.50% BlackRock Commodity Strategies Fund – Class K Shares Edward D. Jones and Co. 2,986,777.51 99.84% BlackRock Emerging Markets Dividend Fund – Investor A Shares Edward D. Jones and Co. 335,438.89 44.86% National Financial Services LLC 188,215.86 25.17% Pershing LLC 62,755.69 8.39% BlackRock Emerging Markets Dividend Fund – Investor C Shares Pershing LLC 35,152.79 28.24% LPL Financial 27,646.21 22.21% National Financial Services LLC 13,977.16 11.22% Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170 11,433.04 9.18% Edward D. Jones and Co. 10,682.50 8.58% BlackRock Emerging Markets Dividend Fund – Institutional Shares *BlackRock Holdco2 Inc. 78,473.50 32.73% LPL Financial 39,436.04 16.45% UBS WM USA 35,577.65 14.84% Pershing LLC 26,759.05 11.16% Raymond James 20,008.37 8.34% BlackRock Emerging Markets Dividend Fund – Class K Shares Edward D. Jones and Co. 409,868.31 94.99% BlackRock Emerging Markets Equity Strategies Fund – Investor A Shares TD Ameritrade 22,632.63 60.70% 6,307.00 16.91% *BlackRock Holdco2 Inc. 5,981.80 16.04% BlackRock Emerging Markets Equity Strategies Fund – Investor C Shares *BlackRock Holdco2 Inc. 5,944.73 56.11% BNYM I S Trust Co Cust Sep IRA FBO
Parrish D. Swearingen 1,875.83 17.70% BNYM I S Trust Co Cust Sep IRA FBO
Joseph G. Jahnke 1,875.83 17.70% BNYM I S Trust Co Cust Roth IRA FBO
Tonya M. Mitchell 648.478 6.12% BlackRock Emerging Markets Equity Strategies Fund – Institutional Shares Interactive Brokers LLC
2 Pickwick Plaza
Greenwich, CT 06830 326,843.39 55.76% Pershing LLC 165,148.74 28.17%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *Mark E. Stalnecker
301 Bellevue Parkway
Wilmington, DE 19809 67,779.53 11.56% BlackRock Emerging Markets Equity Strategies Fund – Class K Shares *BlackRock Holdco2 Inc. 581,622.95 100% BlackRock Energy & Resources Portfolio - Investor A Shares Lincoln National Life Insurance Company
150 N Radnor Chester Rd Ste. C120
Radnor, PA 19087-5248 1,375,548.41 23.64% National Financial Services LLC 376,869.96 6.47% LPL Financial 345,027.24 5.93% Merrill Lynch Pierce Fenner & Smith 341,644.87 5.87% Pershing LLC 330,824.62 5.68% BlackRock Energy & Resources Portfolio - Investor C Shares Pershing LLC 199,308.74 12.95% Morgan Stanley & Co. 184,964.39 12.02% Merrill Lynch Pierce Fenner & Smith 174,838.15 11.36% Wells Fargo Clearing Services 162,890.54 10.58% National Financial Services LLC 123,106.41 8.00% Matrix Trust Company Cust. FBO
717 17th Street, Suite 1300
Denver, CO 80202 99,088.81 6.44% BlackRock Energy & Resources Portfolio - Institutional Shares Goulstorrs & Co, Inc.
400 Atlantic Ave
Boston, MA 02110 353,527.70 31.98% Wells Fargo Clearing Services 102,607.82 9.28% LPL Financial 84,457.84 7.64% Raymond James 74,143.16 6.70% UBS WM USA 66,655.01 6.02% Nationwide Trust Company FSB
P.O. Box 182029
Columbus, OH 43218-2029 55,692.48 5.03% BlackRock Exchange Portfolio – BlackRock Shares Knotfloat & Co.
1200 Crown Colony Dr.
Quincy, MA 02169-0938 9,808.50 6.36% Maril & Co. FBO VA
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 9,447.41 6.12% BlackRock Global Long/Short Equity Fund – Investor A Shares Pershing LLC 1,785,673.42 44.11% UBS WM USA 408,859.96 10.10% National Financial Services LLC 385,860.40 9.53% Morgan Stanley & Co. 275,275.89 6.80% Charles Schwab & Co. Inc. 248,228.82 6.13%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 238,422.69 5.89% BlackRock Global Long/Short Equity Fund – Investor C Shares Morgan Stanley & Co. 531,226.29 29.88% Merrill Lynch Pierce Fenner & Smith 277,109.43 15.59% UBS WM USA 260,419.80 14.65% National Financial Services LLC 145,559.67 8.18% Wells Fargo Clearing Services 130,135.54 7.32% LPL Financial 113,133.73 6.36% American Enterprise Investment SVC 97,600.90 5.49% BlackRock Global Long/Short Equity Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 19,239,134.72 41.76% Charles Schwab & Co. Inc. 7,298,398.65 15.84% Morgan Stanley & Co. 6,314,555.87 13.70% National Financial Services 3,210,104.76 6.96% BlackRock Global Long/Short Equity Fund – Class K Shares JP Morgan Securities LLC 26,201.55 99.68% BlackRock Health Sciences Opportunities Portfolio – Investor A Shares Merrill Lynch Pierce Fenner & Smith 6,638,286.38 15.45% National Financial Services LLC 5,428,831.79 12.64% Pershing LLC 3,691,105.18 8.59% Charles Schwab & Co. Inc. 3,552,865.05 8.27% Edward D. Jones and Co. 2,878,944.17 6.70% BlackRock Health Sciences Opportunities Portfolio – Investor C Shares Pershing LLC 2,643,857.61 14.67% Merrill Lynch Pierce Fenner & Smith 2,241,630.55 12.44% Morgan Stanley & Co. 2,192,192.80 12.17% Wells Fargo Clearing Services 1,827,873.36 10.14% National Financial Services LLC 1,504,506.46 8.35% American Enterprise Investment SVC 1,237,144.63 6.86% UBS WM USA 1,218,800.08 6.76% Raymond James 1,182,322.70 6.56% LPL Financial 1,010,528.78 5.61% BlackRock Health Sciences Opportunities Portfolio – Institutional Shares Merrill Lynch Pierce Fenner & Smith 8,411,719.86 19.35% National Financial Services LLC 5,963,313.47 13.72% American Enterprise Investment SVC 4,352,747.38 10.01% Morgan Stanley & Co. 3,529,910.61 8.12% Pershing LLC 3,151,061.41 7.25% LPL Financial 2,515,161.80 5.78%
Fund and Class Name and Address of Owner Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 *Mac & Co. 500 Grant Street, Room151-1010 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 007 Alameda Health System Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Health Sciences Opportunities Portfolio – Class R Shares 2,359,291.69 61.60% Merrill Lynch Pierce Fenner & Smith 452,487.51 11.81% BlackRock Health Sciences Opportunities Portfolio – Class K Shares
Pittsburgh, PA 15258 370,861.61 20.00% National Financial Services LLC 362,837.36 19.57% Massachusetts Mutual Insurance Com
1295 State Street, MIP M200-INVST
Springfield, MA 01111 119,077.68 6.42%
7677 Oakport Street, Suite 1200
Oakland, CA 94621 113,305.55 6.11% Reliance Trust Company FBO Mass Mutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 101,305.92 5.46% JP Morgan Securities LLC 101,248.51 5.46% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 96,375.35 5.19% BlackRock Health Sciences Opportunities Portfolio – Service Shares National Financial Services LLC 175,812.54 28.87% JP Morgan Securities LLC 75,605.88 12.41% BlackRock High Equity Income Fund – Investor A Shares National Financial Services LLC 1,375,316.75 15.46% Merrill Lynch Pierce Fenner & Smith 1,174,717.86 13.21% Pershing LLC 713,083.69 8.01% Wells Fargo Clearing Services 587,287.40 6.60% Morgan Stanley & Co. 532,752.09 5.99% BlackRock High Equity Income Fund – Investor C Shares Morgan Stanley & Co. 1,080,868.76 18.56% Merrill Lynch Pierce Fenner & Smith 634,710.66 10.90% Raymond James 584,920.72 10.04% Wells Fargo Clearing Services 493,357.67 8.47% Pershing LLC 424,905.92 7.29% National Financial Services LLC 419,218.86 7.19% UBS WM USA 387,759.92 6.65% BlackRock High Equity Income Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 1,714,391.66 19.30% National Financial Services LLC 1,186,863.08 13.36%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 997,197.88 11.23% Morgan Stanley & Co. 786,438.16 8.85% Great-West Trust Company LLC TTEE F Recordkeeping Various Benefit PL NY 736,471.01 8.29% Wells Fargo Clearing Services 610,603.38 6.87% John Hancock Trust Company 597,510.93 6.72% BlackRock High Equity Income Fund – Service Shares National Financial Services LLC 151,314.34 31.08% Morgan Stanley & Co. 91,092.37 18.71% Charles Schwab & Co. Inc. 46,563.47 9.56% Pershing LLC 45,296.17 9.30% TD Ameritrade 34,146.24 7.01% BlackRock Impact U.S. Equity Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 237,171.97 48.34% Morgan Stanley & Co. 68,929.76 14.05% Edward D. Jones and Co. 47,744.34 9.73% Charles Schwab & Co. 34,178.01 6.96% Pershing LLC 28,760.14 5.86% LPL Financial 25,895.65 5.27% BlackRock Impact U.S. Equity Fund – Investor C Shares Morgan Stanley & Co. 100,573.70 64.12% Merrill Lynch Pierce Fenner & Smith 25,307.54 16.13% National Financial Services LLC 8,417.95 5.36% BlackRock Impact U.S. Equity Fund – Institutional Shares BlackRock Holdco2 Inc. 1,995,000.00 47.52% Morgan Stanley & Co. 1,169,147.70 27.84% Merrill Lynch Pierce Fenner & Smith 371,973.36 8.86% National Financial Services LLC 308,747.00 7.35% LPL Financial 227,979.93 5.43% BlackRock Impact U.S. Equity Fund – Class K Shares *BlackRock Holdco2 Inc. 19,801.98 100% BlackRock International Dividend Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 534,295.88 10.31% National Financial Services LLC 468,987.04 9.05% Edward D. Jones and Co. 438,545.59 8.46% UMB Bank NA FBO Fiduciary for Tax Deferred Accts
One Security Benefit Place
Topeka, KS 66636 408,692.05 7.88% Pershing LLC 367,941.40 7.10% Wells Fargo Clearing Services 272,776.87 5.26%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Nationwide Trust Company FSB
P.O. Box 182029
Columbus, OH 43218-2029 264,665.66 5.10% BlackRock International Dividend Fund – Investor C Shares Morgan Stanley & Co. 319,539.13 20.83% Merrill Lynch Pierce Fenner & Smith 194,822.91 12.70% Wells Fargo Clearing Services 184,357.61 12.02% National Financial Services LLC 125,230.38 8.16% Raymond James 106,754.92 6.96% Pershing LLC 102,015.71 6.65% LPL Financial 100,727.29 6.56% UBS WM USA 93,882.85 6.12% BlackRock International Dividend Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 620,940.91 17.47% UBS WM USA 609,016.88 17.14% National Financial Services LLC 483,585.90 13.61% Wells Fargo Clearing Services 469,861.87 13.22% Morgan Stanley & Co. 239,942.47 6.75% LPL Financial 211,691.90 5.95% Raymond James 183,465.03 5.16% Pershing LLC 180,345.19 5.07% BlackRock International Dividend Fund – Class K Shares Edward D. Jones and Co. 116,586.71 92.20% BlackRock International Dividend Fund – Service Shares National Financial Services LLC 36,695.32 22.80% MassMutual Life Insurance Company
1295 State Street MIP C105
Springfield, MA 01111-0001 34,635.24 21.52% Charles Schwab & Co. Inc. 19,712.16 12.25% TD Ameritrade 16,003.67 9.94% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 13,727.76 8.53% BlackRockMid-Cap Growth Equity Portfolio – Investor A Shares National Financial Services LLC 5,555,531.63 16.79% Edward D. Jones and Co. 3,705,756.77 11.20% Merrill Lynch Pierce Fenner & Smith 2,828,219.84 8.54% BlackRockMid-Cap Growth Equity Portfolio – Investor C Shares Wells Fargo Clearing Services 1,259,382.35 14.74% Morgan Stanley & Co. 970,134.80 11.36% National Financial Services LLC 893,087.55 10.45%
Fund and Class Name and Address of Owner Charles Schwab & Co., Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 863,536.55 10.11% American Enterprise Investment SVC 859,193.45 10.06% Pershing LLC 651,117.39 7.62% Merrill Lynch Pierce Fenner & Smith 582,049.17 6.81% Raymond James 531,736.78 6.22% BlackRockMid-Cap Growth Equity Portfolio – Institutional Shares American Enterprise Investment SVC 6,265,722.72 16.95% National Financial Services LLC 4,849,868.07 13.12% Pershing LLC 4,383,362.76 11.85% Raymond James 3,118,755.57 8.43% Merrill Lynch Pierce Fenner & Smith 2,801,610.88 7.57% Wells Fargo Clearing Services 2,778,559.33 7.51% LPL Financial 2,418,701.37 6.54% Morgan Stanley & Co. 2,192,087.75 5.93% UBS WM USA 1,949,882.86 5.27% BlackRockMid-Cap Growth Equity Portfolio – Class R Shares Merrill Lynch Pierce Fenner & Smith 163,932.53 18.33% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 82,759.02 9.25% Matrix Trust Company as Agent for Newport Trust Company, Harlan Foods, Inc. Profit Sharing 4
35 Iron Point Circle, Suite 300
Folsom, CA 95630 56,863.28 6.36% Cleavers Farm Supply Inc. TTEE FBO Cleavers Farm Supply Inc. 401(k)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 44,989.29 5.03% BlackRockMid-Cap Growth Equity Portfolio – Class K Shares Edward D. Jones and Co. 1,321,542.55 27.25% SEI Private Trust Company 1,318,685.92 27.19% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 351,979.87 7.25% National Financial Services LLC 321,242.73 6.62% BlackRockMid-Cap Growth Equity Portfolio – Service Shares National Financial Services LLC 695,304.81 52.33% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 303,134.50 22.81% TD Ameritrade 199,752.17 15.03% BlackRock Money Market Portfolio – Investor A Shares 56,695,298.10 21.49% National Financial Services LLC 35,994,017.27 13.64%
Fund and Class Name and Address of Owner Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 Alps Mutual Fund Services Inc. for Customers of Westcore Funds (Reinvest) 1290 Broadway, Suite 1100 . Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Morgan Stanley & Co. 25,286,855.19 9.58% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 21,035,271.51 7.97% RBC Capital Markets LLC 20,465,726.85 7.76% Raymond James 19,014,817.39 7.20% Edward D. Jones and Co. 17,285,973.96 6.55% BlackRock Money Market Portfolio – Investor C Shares Wells Fargo Clearing Services 2,093,959.32 16.07% LPL Financial 2,073,731.62 15.92% Morgan Stanley & Co. 1,983,063.02 15.22% Pershing LLC 938,261.07 7.20% National Financial Services LLC 737,198.55 5.66% BlackRock Money Market Portfolio – Institutional Shares SEI Private Trust Company 125,180,501.85 40.40% 55,083,838.30 17.78% Broadway National Bank
P.O. Box 17001
San Antonio, TX 78286 49,619,731.37 16.01% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 21,580,570.71 6.96% BlackRock Money Market Portfolio – Service Shares Raymond James 4,464,213.98 60.72%
Denver, CO 80203 1,911,862.71 26.00% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 447,127.78 6.08% BlackRock Real Estate Securities Fund – Investor A Shares LPL Financial 163,189.70 17.27% Pershing LLC 151,787.96 16.06% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 151,260.47 16.01% National Financial Services LLC 113,455.32 12.00% Edward D. Jones and Co. 75,027.58 7.94% American Enterprise Investment SVC 53,938.19 5.70% BlackRock Real Estate Securities Fund – Investor C Shares Pershing LLC 62,693.14 32.66% Merrill Lynch Pierce Fenner & Smith 23,661.87 12.32%
Fund and Class Name and Address of Owner Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 19,364.13 10.08% National Financial Services LLC 19,176.56 9.99% BlackRock Real Estate Securities Fund – Institutional Shares Pershing LLC 171,180.82 21.76% American Enterprise Investment SVC 133,947.26 17.03% UBS WM USA 118,504.16 15.06% LPL Financial 112,587.71 14.31% Merrill Lynch Pierce Fenner & Smith 65,728.07 8.35% National Financial Services LLC 57,839.69 7.35% Raymond James 46,259.33 5.88% BlackRock Short Obligations Fund – Investor A Shares Morgan Stanley & Co. 865,427.02 66.31% JP Morgan Securities LLC 414,942.45 31.79% BlackRock Short Obligations Fund – Institutional Shares Charles Schwab & Co. Inc. 4,751,475.65 64.16% Pershing LLC 992,474.72 13.40% LPL Financial 543,890.58 7.34% *BlackRock Holdco2 Inc. 499,499.50 6.74% BlackRock Short Obligations Fund – Class K Shares 3,013,213.31 27.39% *Tauck Inc.
10 Westport Rd, Floor 1
Wilton, CT 06897-4548 2,573,358.19 23.39% *Samson Exploration LLC
110 W 7th Street, Suite 2000
Tulsa, OK 74119-1076 2,036,579.24 18.51% Nabank & Co.
P.O. Box 2180
Tulsa, OK 74101 1,485,673.80 13.50% *BlackRock Holdco2. Inc. 1,000,949.30 9.10% *Guilford Specialty Group Inc.
100 Pearl Street, 5th Floor
Hartford, CT 06103 715,903.13 6.50% BlackRock Tactical Opportunities Fund – Investor A Shares National Financial Services LLC 2,716,505.99 17.53% BlackRock Tactical Opportunities Fund – Investor C Shares Wells Fargo Clearing Services 461,613.34 21.94% Morgan Stanley & Co. 233,575.78 11.10% Raymond James 191,834.46 9.12% National Financial Services LLC 183,973.77 8.74% Pershing LLC 163,125.74 7.75% Merrill Lynch Pierce Fenner & Smith 133,149.23 6.33%
Fund and Class Name and Address of Owner TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 132,941.52 6.32% BlackRock Tactical Opportunities Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,996,708.85 20.86% BlackRock Advisors LLC FBO
BlackRock College 2020 Option 2,211,904.91 15.40% BlackRock Advisors LLC FBO
Ohio Tution Trust Authority
Growth Portfolio Option 1,388,207.85 9.66% Mitra & Co. FB NG
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 1,349,720.73 9.39% BlackRock Advisors LLC FBO
BlackRock College 2024 Option 946,711.75 6.59% BlackRock Advisors LLC FBO
BlackRock College Enrollment Option 844,048.16 5.87% BlackRock Advisors LLC FBO
BlackRock College 2027 Option 819,818.37 5.70% BlackRock Tactical Opportunities Fund – Class K Shares *Teacher Retirement System of Texas
1000 Red River Street
Austin, TX 78701-2698 10,446,556.53 80.92% *BlackRock Funds LLC
LifePath Dynamic Master 2030 Portfolio 708,993.48 5.49% BlackRock Tactical Opportunities Fund – Service Shares Saxon & Co.
P.O. Box 7780-1888
Philadelphia, PA 19182 16,544.05 30.50% Wells Fargo Clearing Services 11,905.29 21.94% 5,478.46 10.10% Raymond James 4,963.60 9.15% *Jan Speth
301 Bellevue Parkway
Wilmington, DE 19809 4,716.32 8.69% National Financial Services LLC 3,146.65 5.80% BlackRock Technology Opportunities Fund – Investor A Shares National Financial Services LLC 6,731,886.59 31.93% Merrill Lynch Pierce Fenner & Smith 3,567,670.91 16.92% Pershing LLC 1,651,921.55 7.83% Charles Schwab & Co. 1,592,458.08 7.55% BlackRock Technology Opportunities Fund – Investor C Shares Wells Fargo Clearing Services 603,036.87 10.64% Pershing LLC 556,095.71 9.81% Merrill Lynch Pierce Fenner & Smith 530,207.46 9.35% 524,194.15 9.24%
Fund and Class Name and Address of Owner Lincoln Retirement Services Company FBO Medical Specialists 401(k) Plan P.O. Box 7876 Fort Wayne, IN 46801-7876 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned JP Morgan Securities LLC 512,158.48 9.03% National Financial Services LLC 484,145.75 8.54% LPL Financial 469,019.66 8.27% Morgan Stanley & Co. 403,082.10 7.11% American Enterprise Investment SVC 323,079.61 5.70% UBS WM USA 316,757.63 5.58% BlackRock Technology Opportunities Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 3,165,227.30 17.51% LPL Financial 3,093,331.79 17.11% Pershing LLC 2,632,667.81 14.56% National Financial Services LLC 2,245,156.74 12.42% American Enterprise Investment SVC 1,304,544.65 7.21% Wells Fargo Clearing Services 1,147,650.48 6.35% BlackRock Technology Opportunities Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 116,791.69 25.85% 45,399.04 10.04% BlackRock Technology Opportunities Fund – Service Shares TD Ameritrade 200,911.98 40.39% National Financial Services LLC 139,355.44 28.01% Pershing LLC 52,251.59 10.50% Wells Fargo Clearing Services 51,061.89 10.26% BlackRock Total Emerging Markets Fund – Investor A Shares National Financial Services LLC 382,887.53 18.40% Charles Schwab & Co. Inc. 302,498.98 14.54% TD Ameritrade 238,630.52 11.47% Merrill Lynch Pierce Fenner & Smith 167,966.73 8.07% Pershing LLC 139,724.01 6.71% American Enterprise Investment SVC 124,758.47 5.99% Morgan Stanley & Co. 120,390.49 5.78% LPL Financial 119,346.04 5.73% BlackRock Total Emerging Markets Fund – Investor C Shares Morgan Stanley & Co. 158,567.80 25.27% American Enterprise Investment SVC 88,711.97 14.13% National Financial Services LLC 76,572.35 12.20% Pershing LLC 75,262.71 11.99% UBS WM USA 66,019.70 10.52% LPL Financial 49,765.62 7.93%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers *Houston Firefighters Relief and Retirement Fund Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 33,477.34 5.33% Raymond James 33,232.75 5.29% BlackRock Total Emerging Markets Fund – Institutional Shares American Enterprise Investment SVC 4,225,268.51 19.45% LPL Financial 2,903,043.81 13.36% 2,476,297.33 11.40% RBC Capital Markets LLC 2,305,391.08 10.61% Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers 2,061,707.25 9.49% Raymond James 1,549,590.95 7.13% Merrill Lynch Pierce Fenner & Smith 1,359,735.90 6.26% Morgan Stanley & Co. 1,329,816.93 6.12% BlackRock Total Factor Fund – Investor A Shares Charles Schwab & Co. Inc. 123,522.37 31.32% Pershing LLC 61,354.83 15.56% National Financial Services LLC 52,244.92 13.24% Merrill Lynch Pierce Fenner & Smith 31,964.95 8.10% UBS WM USA 27,198.46 6.89% American Enterprise Investment SVC 25,332.40 6.42% BlackRock Total Factor Fund – Investor C Shares LPL Financial 29,132.11 40.26% American Enterprise Investment SVC 13,868.08 19.16% Pershing LLC 8,119.550 11.22% National Financial Services LLC 5,334.56 7.37% Merrill Lynch Pierce Fenner & Smith 5,210.17 7.20% BlackRock Total Factor Fund – Institutional Shares
4225 Interwood N Parkway
Houston, TX 77032-3866 4,950,495.05 38.27% *BlackRock Holdco2 Inc. 2,504,182.10 19.35% National Financial Services LLC 2,051,335.92 15.85% Charles Schwab & Co. Inc. 1,616,154.21 12.49% BlackRock Total Factor Fund – Class K Shares Augusta Health Care Inc. C/O BlackRock
55 E 52nd Street
New York, NY 10055-0002 872,938.89 30.97% *BlackRock Funds II
LifePath Active Portfolio 2025 376,030.33 13.34% *BlackRock Funds II
LifePath Active Portfolio 2020 337,800.24 11.98% *BlackRock Funds II
LifePath Active Portfolio 2030 328,997.06 11.67%
Fund and Class Name and Address of Owner Minnesota Life Insurance Company 400 Robert Street North Saint Paul, Minnesota 55101 *BlackRock Funds LLC LifePath Index Master 2040 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2030 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2045 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2035 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2050 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2025 Fund 400 Howard Street San Francisco, CA 94105-2618 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *BlackRock Funds II
LifePath Active Portfolio 2035 208,887.69 7.41% *BlackRock Funds II
LifePath Active Portfolio 2015 187,458.42 6.65% *BlackRock Funds II
LifePath Active Portfolio 2040 159,986.65 5.67% iShares Developed Real Estate Index Fund – Investor A Shares Mid Atlantic Trust Company FBO Legacy.com 401(k) Plan 15,532.15 26.40% Matrix Trust Company Trustee FBO Farmers & Merchants Bank of Central 14,989.38 25.48% 7,437.90 12.64% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 4,877.80 8.29% iShares Developed Real Estate Index Fund – Institutional Shares Charles Schwab & Co Inc. 1,541,788.04 49.86% National Financial Services LLC 735,314.52 23.78% Pershing LLC 497,643.88 16.09% iShares Developed Real Estate Index Fund – Class K Shares 35,828,552.40 18.34% 27,674,933.41 14.16% 27,344,206.29 13.99% 26,995,265.86 13.81% 25,651,733.76 13.13% Wells Fargo Bank NA FBO Omnibus Cash Cash 14,350,806.34 7.34% 13,961,702.83 7.14%
Fund and Class Name and Address of Owner *BlackRock Funds LLC LifePath Index Master 2055 Fund 400 Howard Street San Francisco, CA 94105-2618 *Michael Macelhiney 301 Bellevue Parkway Wilmington, DE 19809 BNYM I S Trust Co Cust Rollover IRA Chad Dziedzic Voya Institutional Trust Co. as Trustee or Custodian for Core Market BNYM I S Trust Co. Cust Rollover IRA BNYM I S Trust Co. Cust Rollover IRA Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 12,902,043.83 6.60% iShares Edge MSCI Min Vol EAFE Index Fund – Institutional Shares FIIOC FBO
Vintage King Audio 401(K) Plan 19,648.16 22.66% FIIOC FBO
Tooher Ferraris 401(K) Plan 18,592.72 21.44% Charles Schwab & Co. Inc. 11,910.85 13.73% *BlackRock Holdco2 Inc. 10,000.00 11.53% 9,266.14 10.68% FIIOC FBO
Verde 401(K) Plan 7,648.21 8.82%
301 Bellevue Parkway
Wilmington, DE 19809 5,731.26 6.61% iShares Edge MSCI Min Vol EAFE Index Fund – Class K Shares
Retirement Plans
30 Braintree Hill Office Park
Braintree, MA 02184 12,762,445.30 92.65% *BlackRock Holdco2 Inc. 990,000.00 7.18% iShares Edge MSCI Min Vol USA Index Fund – Institutional Shares Charles Schwab & Co. Inc. 282,328.77 82.79% FIIOC FBO
Vintage King Audio 401(K) Plan 30,190.02 8.85% iShares Edge MSCI Min Vol USA Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.42% iShares Edge MSCI Multifactor Intl Index Fund – Institutional Shares *Chad A. Dziedzic
301 Bellevue Parkway
Wilmington, DE 19809 22,408.82 49.16% *BlackRock Holdco2 Inc. 10,000.00 21.93%
Chad A. Dziedzic 5,021.71 11.01%
Marlina L. Dziedzic 2,757.53 6.04% iShares Edge MSCI Multifactor Intl Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.69% iShares Edge MSCI Multifactor USA Index Fund – Institutional Shares Charles Schwab & Co. Inc. 53,826.58 70.61% *BlackRock Holdco2 Inc. 10,000.00 13.11%
Fund and Class Name and Address of Owner Great-West Trust FBO RTC TTEE FBO Certain Retirement Plans TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 7,030.24 9.22% *Jeffrey R. Biggers
301 Bellevue Parkway
Wilmington, DE 19809 4,866.82 6.38% iShares Edge MSCI Multifactor USA Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.52% iShares Edge MSCI USA Momentum Factor Index Fund – Institutional Shares Pershing LLC 62,269.12 44.80% TD Ameritrade 23,795.57 17.12% National Financial Services LLC 22,767.03 16.38% *BlackRock Holdco2 Inc. 10,000.00 7.19% 8,179.07 5.88% iShares Edge MSCI USA Momentum Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.62% iShares Edge MSCI USA Quality Factor Index Fund – Institutional Shares Pershing LLC 22,081.76 64.10% *BlackRock Holdco2 Inc. 10,000.00 29.02% TD Ameritrade 2,281.91 6.62% iShares Edge MSCI USA Quality Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 50.83% Matrix Trust Company Cust. FBO
Buffalo Board of Education 403(B)
717 17th Street, Suite 1300
Denver, CO 80202 184,026.09 9.44% Matrix Trust Company Cust. FBO
West Seneca Central Schools 403(B)
717 17th Street, Suite 1300
Denver, CO 80202 124,127.41 6.37% iShares Edge MSCI USA Size Factor Index Fund – Institutional Shares *BlackRock Holdco2 Inc. 10,000.00 98.66% iShares Edge MSCI USA Size Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 100% iShares Edge MSCI USA Value Factor Index Fund – Institutional Shares *BlackRock Holdco2 Inc. 10,000.00 89.80% TD Ameritrade 1,134.89 10.19% iShares Edge MSCI USA Value Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 100% iShares MSCI Asia ex Japan Index Fund – Institutional Shares Charles Schwab & Co. Inc. 6,595,902.82 73.19% *BlackRock Holdco2 Inc. 1,505,526.69 16.70% TD Ameritrade 756,806.68 8.39%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers PIMS/Prudential Retirement as Nominee for the TTEE/Cust. PL 010 Nexcom 401(k) Plan Virginia Beach, VA 23452-5724 Planmember Services UMB Bank Custodian 6187 Carpinteria Avenue Carpinteria, CA 93013 Planmember Services Carpinteria, CA 93013 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnediShares MSCI Asia ex Japan Index Fund – Class K Shares JP Morgan Securities LLC 1,260,295.09 95.30% iShares MSCI Developed World Index Fund – Institutional Shares National Financial Services LLC 457,903.59 35.86% SEI Private Trust Company 368,768.95 28.88% Countybank Trust Services Cust. Self
Memorial Health Services Inc.
419 Main Street, 2nd Floor
Greenwood, SC 29646 281,414.49 22.03% iShares MSCI Developed World Index Fund – Class K Shares JP Morgan Securities LLC 44,200,990.71 95.67% iShares RussellMid-Cap Index Fund – Investor A Shares Charles Schwab & Co. Inc. 11,828,279.12 69.33% iShares RussellMid-Cap Index Fund – Institutional Shares 5,603,170.51 34.31% Raymond James 2,324,041.16 14.23% Pershing LLC 1,735,445.36 10.62%
3280 Virginia Beach Blvd. 1,098,312.96 6.72% Bank of America Custodian
P.O. Box 843869
Dallas, TX 75284-1575 1,019,287.10 6.24% National Financial Services LLC 999,104.55 6.11% *Connecticut Higher Education Trust
690 Lee Road
Wayne, PA 19087-0000 927,617.19 5.68% iShares RussellMid-Cap Index Fund – Class K Shares Merrill Lynch Pierce Fenner & Smith 14,540,035.79 29.42% 4,203,799.315 8.51% JP Morgan Securities LLC 3,577,095.37 7.23%
UMB Bank Custodian
6187 Carpinteria Avenue 2,964,681.09 5.99% iShares RussellSmall/Mid-Cap Index Fund – Investor A Shares WTRISC Co. IRA Omnibus Acct
777 North Capitol Street, NE
Washington, DC 20002 1,643,029.62 75.35% LPL Financial 215,508.31 9.88% iShares RussellSmall/Mid-Cap Index Fund – Institutional Shares National Financial Services LLC 552,381.58 46.99%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 423,138.03 36.00% TD Ameritrade 176,708.44 15.03% Shares RussellSmall/Mid-Cap Index Fund – Class K Shares National Financial Services LLC 3,975,103.89 59.95% John Hancock Trust Company LLC 965,671.92 14.56% The Northern Trust Co as Trustee
FBO HoraceMann-DV
P.O. Box 92994
Chicago, IL 60675-2994 553,172.96 8.34% iShares Short-Term TIPS Bond Index Fund – Investor A Shares Pershing LLC 22,350.03 46.34% FIIOC FBO
Potomac Physician Associates PC
401(k) Plan 9,255.94 19.19% *BlackRock Holdco2 Inc. 5,000.00 10.36% UMB Bank, NA C/F Bridgewater-
Raritan BOE 403B FBO Kenneth
Campbell
9 Dartmouth Rd.
Annandale, NJ 08801 2,444.05 5.06% iShares Short-Term TIPS Bond Index Fund – Institutional Shares Pershing LLC 80,000.56 62.25% Wells Fargo Clearing Services 21,995.16 17.11% *Capinco
1555 N Rivercenter Dr. Suite 302
Milwaukee, WI 53212-3958 17,183.96 13.37% iShares Short-Term TIPS Bond Index Fund – Class K Shares *BlackRock Holdco2 Inc. 90,000.00 71.02% Matrix Trust Co Agent for TRP RPS
RK FBO 401(k) Surtec Inc. 401(k)
Profit Sharing Plan
1880 N Macarthur Dr.
Tracy, CA 95376-2841 12,022.54 9.48% iShares Total U.S. Stock Market Index Fund – Investor A Shares WTRISC Co. IRA Omnibus Acct
777 North Capitol Street, NE
Washington, DC 20002 3,311,104.86 61.47% National Financial Services LLC 972,234.20 18.05% iShares Total U.S. Stock Market Index Fund – Institutional Shares LPL Financial 3,055,616.21 50.72% Pershing LLC 1,391,614.62 23.10% National Financial Services LLC 839,758.45 13.94% *Copic Medical Foundation
7351 E Lowry Blvd. Suite 400
Denver, CO 80230 313,514.58 5.20%
Fund and Class Name and Address of Owner Investors Bank and Trust as FBO iShares Lehman Aggregate Investors Bank & Trust Cust. FBO iShares S&P 500 Sweep Shares
Owned Percentage of
Outstanding
Shares of
Class OwnediShares Total U.S. Stock Market Index Fund – Class K Shares State of Louisiana Trustee FBO
Louisiana Public Employees DCP
8515 E Orchard Rd. 2T2
Greenwood Village, CO 80111 18,936,400.45 34.76% National Financial Services LLC 11,063,599.15 20.31% *Mac & Co.
500 Grant Street, Room151-1010
Pittsburgh, PA 15258 6,938,251.55 12.73% Comerica Bank FBO MIDMI ARMC
Multi
P.O. Box 75000 Mail Code 3446
Detroit, MI 48275 3,642,806.10 6.68% BlackRock Funds III BlackRock Cash Funds: Institutional – SL Agency Shares *iShares Russell 2000 ETF
400 Howard Street
San Francisco, CA 94105 6,003,922,099.79 11.81% *iShares Core S&PSmall-Cap ETF
400 Howard Street
San Francisco, CA 94105 3,716,875,061.90 7.31% *iShares Core S&PMid-Cap ETF
400 Howard Street
San Francisco, CA 94105 3,254,115,105.82 6.40% *iShares iBoxx $ High Yield Corporate
Bond ETF
400 Howard Street
San Francisco, CA 94105 3,153,300,782.32 6.20%
Custodian
Bond Fund
400 Howard Street
San Francisco, CA 94105 2,956,522,192.19 5.81% *iShares Core MSCI Emerging Funds
400 Howard Street
San Francisco, CA 94105 2,763,024,403.48 5.43% *iShares iBoxx $ Investment Grade
Corporate Bond ETF
400 Howard Street
San Francisco, CA 94105 2,747,183,047.09 5.40% BlackRock Cash Funds: Treasury – SL Agency Shares
Account
400 Howard Street
San Francisco, CA 94105 622,957,260.14 11.13% IBT as Custodian iShares Lehman
Short Treasury Bond Fund
400 Howard Street
San Francisco, CA 94105 571,818,375.29 10.21%
Fund and Class Name and Address of Owner BNYM I S Trust Co Cust Rollover IRA Marie J. Mason Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Investors Bank and Trust as
Custodian iShares S&P U.S.
Preferred Stock Index Fund
400 Howard Street
San Francisco, CA 94105 455,844,122.92 8.14% State Street Bank and Trust as
Custodian iShares Short Maturity
Bond Fund
200 Clarendon Street
Boston, MA 02116 352,935,091.58 6.30% BlackRock Cash Funds: Treasury – Institutional Shares *Mac & Co.
500 Grant Street, Room151-1010
Pittsburgh, PA 15258 435,236,044.99 51.11% *Bristol Myers Squibb Company
Route 206 and Province Line Road
Princeton, NJ 08543 350,000,000.00 41.10% BlackRock LifePath Dynamic Retirement Fund – Investor A Shares *Hartford Life Separate Account 457 6,485,258.90 86.08% National Financial Services LLC 504,443.82 6.69% BlackRock LifePath Dynamic Retirement Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 16,627.17 26.54% LPL Financial 13,443.07 21.46% Pershing LLC 11,659.23 18.61% National Financial Services LLC 3,833.77 6.12% 3,801.17 6.06% BlackRock LifePath Dynamic Retirement Fund – Institutional Shares Northern Trust Company Custodian FBO Texas Instruments Corporate 1,063,415.67 38.52% Charles Schwab & Co. Inc. 748,978.55 27.13% National Financial Services LLC 545,667.05 19.76% *Hartford Life Separate Account 457 143,092.07 5.18% BlackRock LifePath Dynamic Retirement Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 61,831.77 59.71% Ascensus Trust Company FBO Virginia Fork Produce Company, Inc.
P.O. Box 10758
Fargo, ND 58106 18,355.05 17.72% Mid Atlantic Trust Company FBO 1st Pet Veterinary Centers Cha 401(k) 8,068.91 7.79% BlackRock LifePath Dynamic Retirement Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 768,073.60 54.04% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 166,344.68 11.70%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 161,359.44 11.35% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan 100,509.54 7.07% John Hancock Trust Company LLC 80,939.78 5.69% National Financial Services LLC 73,220.08 5.15% BlackRock LifePath Dynamic 2020 Fund – Investor A Shares Hartford Life Separate Account 457 12,580,219.11 90.28% BlackRock LifePath Dynamic 2020 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 85,971.85 40.80% Pershing LLC 24,562.05 11.65% Raymond James 20,240.38 9.60% Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 11,873.72 5.63% BlackRock LifePath Dynamic 2020 Fund – Institutional Shares Northern Trust Company FBO Texas Instruments Corporate Custody Account 1,478,821.82 28.79% National Financial Services LLC 1,424,029.41 27.72% Charles Schwab & Co. Inc. 1,030,655.91 20.06% *Hartford Life Separate Account 457 672,447.35 13.09% BlackRock LifePath Dynamic 2020 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 155,330.43 80.79% Ascensus Trust Company FBO Dorset Park Skating Assoc. 401(k)
P.O. Box 10758
Fargo, ND 58106 13,802.09 7.17% Mid Atlantic Trust Company FBO Lauderdale Tankers Corp. 401(k) 11,162.92 5.80% BlackRock LifePath Dynamic 2020 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 740,009.98 37.64% National Financial Services LLC 302,006.50 15.36% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 277,222.94 14.10% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 197,846.75 10.06% John Hancock Trust Company LLC 197,344.69 10.03% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 136,818.29 6.95% BlackRock LifePath Dynamic 2025 Fund – Investor A Shares *Hartford Life Separate Account 457 1,670,471.36 79.55%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned National Financial Services LLC 117,096.70 5.57% BlackRock LifePath Dynamic 2025 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 73,606.95 36.95% LPL Financial 16,776.50 8.42% Ascensus Trust Company FBO Law Office of Warren A Forstall LLC
P.O. Box 10758
Fargo, ND 58106 13,796.53 6.92% Mid Atlantic Trust Company FBO Peter T. Simonson MD PLLC 401(k) 13,602.27 6.82% Wells Fargo Clearing Services 13,316.06 6.68% BlackRock LifePath Dynamic 2025 Fund – Institutional Shares National Financial Services LLC 1,263,197.33 94.05% BlackRock LifePath Dynamic 2025 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 244,563.50 72.43% Wells Fargo Bank FBO Various Retirement Plans 54,150.59 16.03% BlackRock LifePath Dynamic 2025 Fund – Class K Shares John Hancock Trust Company LLC 218,883.60 30.83% Wells Fargo Bank FBO Various Retirement Plans 217,111.82 30.58% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 140,439.95 19.78% Charles Schwab & Co. Inc. 62,186.43 8.75% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 39,130.58 5.51% BlackRock LifePath Dynamic 2030 Fund – Investor A Shares *Hartford Life Separate Account 457 16,186,857.12 92.03% BlackRock LifePath Dynamic 2030 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 170,188.75 56.84% National Financial Services LLC 16,370.13 5.46% Mid Atlantic Trust Company FBO Sammons Insurance Inc. 401(k) 14,986.26 5.00% BlackRock LifePath Dynamic 2030 Fund – Institutional Shares National Financial Services LLC 1,495,606.03 26.65% Charles Schwab & Co. Inc. 1,373,621.90 24.48% Northern Trust Company as Custodian FBO Texas Instruments Corporate Custody Account 1,063,467.13 18.95% *Hartford Life Separate Account 457 755,789.69 13.47%
Fund and Class Name and Address of Owner Matrix Trust Company FBO Competency & Credentialing Institute Denver, CO 80202 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Reliance Trust Co. Custodian FBO MassMutual Omnibus PE
P.O. Box 48529
Atlanta, GA 30362 375,149.75 6.68% John Hancock Trust Company 359,550.89 6.40% BlackRock LifePath Dynamic 2030 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 124,885.20 74.32% Mid Atlantic Trust Company FBO 1st Pet Veterinary Centers CHA 401(k) 10,915.90 6.49% Ascensus Trust Company
FBO Virginia Fork Produce Company, Inc
P.O. Box 10758
Fargo, ND 58106 10,208.88 6.07% Ascensus Trust Company
FBO Dorset Park Skating Assoc. 401(K)
P.O. Box 10758
Fargo, ND 58106 9,545.99 5.68% BlackRock LifePath Dynamic 2030 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 1,020,396.10 50.04% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 376,993.69 18.48% Charles Schwab & Co. Inc. 178,445.69 8.75% National Financial Services LLC 174,928.60 8.57% John Hancock Trust Company LLC 149,647.50 7.33% BlackRock LifePath Dynamic 2035 Fund – Investor A Shares *Hartford Life Separate Account 457 1,907,947.61 86.30% BlackRock LifePath Dynamic 2035 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 57,044.20 29.17% Wells Fargo Clearing Services 15,731.35 8.04% Mid Atlantic Trust Company FBO Amalfis Italian Restaurant & C 401(k) 11,904.03 6.08% BlackRock LifePath Dynamic 2035 Fund – Institutional Shares National Financial Services LLC 638,419.43 82.33% John Hancock Trust Company LLC 81,399.91 10.49% BlackRock LifePath Dynamic 2035 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 166,732.91 69.50% Mid Atlantic Trust Company FBO Delasoft Inc. 401(k) Profit Sharing 30,347.62 12.65%
717 17th Street, Suite 1300 18,286.95 7.62% BlackRock LifePath Dynamic 2035 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 136,021.78 28.23% John Hancock Trust Company LLC 131,822.72 27.36%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 109,624.28 22.75% National Financial Services LLC 30,755.40 6.38% BlackRock LifePath Dynamic 2040 Fund – Investor A Shares *Hartford Life Separate Account 457 10,872,664.23 92.19% BlackRock LifePath Dynamic 2040 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 56,252.38 34.55% Pershing LLC 26,069.26 16.01% Mid Atlantic Trust Company FBO Metabyte Inc. 401(k) Profit Sharing 15,249.45 9.36% Ascensus Trust Company FBO Law Office of Warren A Forstall LLC
P.O. Box 10758
Fargo, ND 58106 14,051.10 8.63% BlackRock LifePath Dynamic 2040 Fund – Institutional Shares Charles Schwab & Co. Inc. 1,072,090.30 31.25% National Financial Services LLC 1,004,582.61 29.29% *Hartford Life Separate Account 457 494,587.79 14.42% John Hancock Trust Company LLC 307,964.61 8.97% Northern Trust Company Custodian FBO Texas Instruments Corporate 274,270.42 7.99% Reliance Trust Co. Custodian FBO MassMutual Omnibus PE
P.O. Box 48529
Atlanta, GA 30362 176,445.61 5.14% BlackRock LifePath Dynamic 2040 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 90,357.66 56.91% Mid Atlantic Trust Company FBO
Delasoft Inc. 401(K) Profit Sharing 17,599.66 11.08% Mid Atlantic Trust Company FBO
First American Investments 401(K) P 17,269.48 10.87% Mid Atlantic Trust Company FBO
1st Pet Veterinary Centers Cha 401(K) 9,961.34 6.27% BlackRock LifePath Dynamic 2040 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 1,070,031.57 63.21% Charles Schwab & Co. Inc. 194,984.26 11.51% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 139,516.00 8.24% National Financial Services 124,177.25 7.33% BlackRock LifePath Dynamic 2045 Fund – Investor A Shares *Hartford Life Separate Account 457 1,091,978.20 84.01% BlackRock LifePath Dynamic 2045 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 35,442.09 33.32%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 12,576.75 11.82% BlackRock LifePath Dynamic 2045 Fund – Institutional Shares National Financial Services LLC 383,123.22 73.24% John Hancock Trust Company LLC 122,299.55 23.37% BlackRock LifePath Dynamic 2045 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 158,352.11 70.62% Mid Atlantic Trust Company FBO Delasoft Inc. 401(k) Profit Sharing 41,701.50 18.60% BlackRock LifePath Dynamic 2045 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 154,121.02 49.57% John Hancock Trust Company LLC 87,954.16 28.29% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 30,590.52 9.83% National Financial Services LLC 18,554.66 5.96% BlackRock LifePath Dynamic 2050 Fund – Investor A Shares *Hartford Life Separate Account 457 3,408,599.79 91.62% BlackRock LifePath Dynamic 2050 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 15,351.94 22.63% Mid Atlantic Trust Company FBO Dunklau Pharmacy Holdings LLC 401(k) 8,682.02 12.80% LPL Financial 4,777.36 7.04% Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 3,927.69 5.79% BlackRock LifePath Dynamic 2050 Fund – Institutional Shares National Financial Services LLC 295,509.44 37.27% John Hancock Trust Company 145,910.31 18.40% Northern Trust Company Custodian FBO Texas Instruments Corporate Custody Account 119,841.56 15.11% *Hartford Life Separate Account 457 108,308.64 13.66% Charles Schwab & Co. Inc. 89,886.80 11.33% BlackRock LifePath Dynamic 2050 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 50,980.45 57.91% Mid Atlantic Trust Company FBO
1st Pet Veterinary Centers Cha 401(K) 7,424.09 8.43% Mid Atlantic Trust Company FBO
Delasoft Inc. 401(K) Profit Sharing 6,900.98 7.83% Ascensus Trust Company FBOMake-A-Wish 401(k) Plan
P.O. Box 10758
Fargo, ND 58106 6,261.67 7.11%
Fund and Class Name and Address of Owner BNYM I S Trust Co Cust Simple IRA Claire F. Noto Randall Eldredge Cust FBO Larry Zieammermann UTMA/KS 301 Bellevue Parkway Wilmington, DE 19809 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Mid Atlantic Trust Company FBO
Effecture LLC 401(K) Profit Sharing 6,146.08 6.98% BlackRock LifePath Dynamic 2050 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 99,846.91 45.95% John Hancock Trust Company 43,087.56 19.82% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 20,150.36 9.27% National Financial Services LLC 14,466.86 6.65% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401K 14,174.72 6.52% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 12,747.48 5.86% BlackRock LifePath Dynamic 2055 Fund – Investor A Shares *Hartford Life Separate Account 457 654,278.49 80.67% National Financial Services LLC 51,642.36 6.36% BlackRock LifePath Dynamic 2055 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 15,624.11 26.33% LPL Financial 5,102.39 8.59% Mid Atlantic Trust Company FBO Sammons Insurance Inc. 401(k) 4,444.45 7.49% 3,895.28 6.56% BlackRock LifePath Dynamic 2055 Fund – Institutional Shares National Financial Services LLC 221,910.34 73.66% John Hancock Trust Company LLC 55,974.60 18.58% BlackRock LifePath Dynamic 2055 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 57,493.36 88.36% BlackRock LifePath Dynamic 2055 Fund – Class K Shares Wells Fargo Bank Various Retirement Plans 56,879.89 45.32% John Hancock Trust Company LLC 32,047.16 25.53% Charles Schwab & Co. Inc. 14,539.62 11.58% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401K 6,955.01 5.54% BlackRock LifePath Dynamic 2060 Fund – Investor A Shares *BlackRock Holdco2 Inc. 2,000.00 40.29% 1,167.08 23.51% Pershing LLC 631.797 12.73% JP Morgan Securities LLC 559.283 11.26%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned National Financial Services LLC 291.361 5.87% BlackRock LifePath Dynamic 2060 Fund – Investor C Shares *BlackRock Holdco2 Inc. 2,000.00 79.35% Pershing LLC 520.334 20.64% BlackRock LifePath Dynamic 2060 Fund – Institutional Shares *BlackRock Holdco2 Inc. 2,000.00 97.82% BlackRock LifePath Dynamic 2060 Fund – Class R Shares *BlackRock Holdco2 Inc. 2,000.00 99.50% BlackRock LifePath Dynamic 2060 Fund – Class K Shares *BlackRock Holdco2 Inc. 192,000.00 98.58% BlackRock LifePath Index Retirement Fund – Investor A Shares National Financial Services LLC 930,768.74 15.82% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 776,189.28 13.19% Charles Schwab & Co. Inc. 454,165.35 7.72% John Hancock Trust Company 404,047.11 6.87% FIIOC FBO Palecek Profit Sharing & 401(k) Plan 357,220.54 6.07% ICMA-RC RHS Omnibus Account
777 North Capitol Street, NE
Washington DC 20002 326,862.60 5.55% BlackRock LifePath Index Retirement Fund – Institutional Shares National Financial Services LLC 1,119,051.26 27.08% Merrill Lynch Pierce Fenner & Smith 601,753.85 14.56% Ascensus Trust Company FBO Hematology & Oncology Assoc of RI
P.O. Box 10758
Fargo, ND 58106 257,764.63 6.23% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 249,085.05 6.02% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 223,159.99 5.40% BlackRock LifePath Index Retirement Fund – Investor P Shares BlackRock Financial Management, Inc. 16,353.23 100% BlackRock LifePath Index Retirement Fund – Class K Shares National Financial Services LLC 32,736,466.62 33.09% John Hancock Life 9,715,260.16 9.82%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2020 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 4,401,301.48 33.37% John Hancock Trust Company LLC 1,674,208.60 12.69% National Financial Services LLC 1,601,628.71 12.14% Charles Schwab & Co. Inc 1,366,361.82 10.36% BlackRock LifePath Index 2020 Fund – Institutional Shares National Financial Services LLC 2,191,903.12 29.76% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 732,392.52 9.94% Merrill Lynch Pierce Fenner & Smith 529,739.09 7.19% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 485,695.94 6.59% FIIOC FBO Pioneer Drilling Services Ltd. 418,714.51 5.68% John Hancock Trust Company LLC 380,595.63 5.16% BlackRock LifePath Index 2020 Fund – Investor P Shares BlackRock Financial Management, Inc. 15,735.64 100% BlackRock LifePath Index 2020 Fund – Class K Shares National Financial Services LLC 66,232,271.58 35.50% John Hancock Life 14,485,894.39 7.76% BlackRock LifePath Index 2025 Fund – Investor A Shares National Financial Services LLC 2,065,865.90 20.09% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,450,121.57 14.10% Charles Schwab & Co. Inc. 1,266,068.48 12.31% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 818,045.01 7.95% MassMutual
1295 State Street
Springfield, MA 01111-0001 526,951.77 5.12% BlackRock LifePath Index 2025 Fund – Institutional Shares National Financial Services LLC 1,669,538.90 20.86% Merrill Lynch Pierce Fenner & Smith 753,771.57 9.42% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 737,332.38 9.21% FIIOC FBO Pioneer Drilling Services Ltd. 401(k) Plan 512,266.05 6.40%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2025 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,947.68 100% BlackRock LifePath Index 2025 Fund – Class K Shares National Financial Services LLC 72,292,192.59 34.33% John Hancock Life 24,403,918.93 11.59% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 12,346,590.31 5.86% BlackRock LifePath Index 2030 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product 7,842,116.37 40.88% National Financial Services LLC 2,248,349.20 11.72% Charles Schwab & Co. Inc. 2,042,737.55 10.64% John Hancock Trust Company LLC 1,431,899.53 7.46% BlackRock LifePath Index 2030 Fund – Institutional Shares National Financial Services LLC 2,130,709.38 23.14% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,055,478.69 11.46% Merrill Lynch Pierce Fenner & Smith 978,705.77 10.63% TIAA, FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 668,278.40 7.25% FIIOC FBO Pioneer Drilling Services Ltd. 559,505.15 6.07% BlackRock LifePath Index 2030 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,524.33 100% BlackRock LifePath Index 2030 Fund – Class K Shares National Financial Services LLC 77,476,981.60 31.46% John Hancock Life 26,469,502.34 10.75% BlackRock LifePath Index 2035 Fund – Investor A Shares National Financial Services LLC 1,813,219.70 21.15% Charles Schwab & Co. Inc. 1,532,827.11 17.88% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,296,858.62 15.13% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 451,434.34 5.26% BlackRock LifePath Index 2035 Fund – Institutional Shares National Financial Services LLC 1,140,361.10 16.23% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 707,869.67 10.07% FIIOC FBO Pioneer Drilling Services Ltd. 401(k) Plan 440,993.20 6.27% Merrill Lynch Pierce Fenner & Smith 401,655.22 5.71%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 355,113.96 5.05% BlackRock LifePath Index 2035 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,025.25 100% BlackRock LifePath Index 2035 Fund – Class K Shares National Financial Services LLC 63,225,955.09 36.37% John Hancock Life 21,605,008.28 12.43% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 10,806,187.27 6.21% BlackRock LifePath Index 2040 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 5,382,679.51 44.24% Charles Schwab & Co. Inc. 1,331,989.71 10.94% National Financial Services LLC 1,308,788.29 10.75% John Hancock Trust Company LLC 900,052.29 7.39% BlackRock LifePath Index 2040 Fund – Institutional Shares National Financial Services LLC 1,148,226.69 16.46% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 829,941.23 11.90% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 715,638.23 10.26% Merrill Lynch Pierce Fenner & Smith 600,297.48 8.60% FIIOC FBO Pioneer Drilling Services Ltd. 469,298.28 6.72% BlackRock LifePath Index 2040 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,661.20 100% BlackRock LifePath Index 2040 Fund – Class K Shares National Financial Services LLC 58,159,386.29 32.59% John Hancock Life 16,728,264.07 9.37% BlackRock LifePath Index 2045 Fund – Investor A Shares National Financial Services LLC 909,710.06 18.53% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 764,886.77 15.58% Charles Schwab & Co. Inc. 688,000.72 14.01% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 334,705.40 6.81% BlackRock LifePath Index 2045 Fund – Institutional Shares National Financial Services LLC 619,407.31 12.13%
Fund and Class Name and Address of Owner DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans Des Moines, IA 50392 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned FIIOC FBO Pioneer Drilling Services LTD 526,731.70 10.32% TIAA FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 511,206.11 10.01% Merrill Lynch Pierce Fenner & Smith 422,097.87 8.27% FIIOC
FBO Insight Global LLC 401(K) Plan 313,113.51 6.13% BlackRock LifePath Index 2045 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,289.04 100% BlackRock LifePath Index 2045 Fund – Class K Shares National Financial Services LLC 44,562,332.52 38.78% John Hancock Life 12,848,260.31 11.18% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 6,223,847.94 5.41% BlackRock LifePath Index 2050 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 2,350,256.74 41.80% National Financial Services LLC 763,759.34 13.58% Charles Schwab & Co. Inc. 564,010.88 10.03% John Hancock Trust Company 399,697.64 7.10% BlackRock LifePath Index 2050 Fund – Institutional Shares National Financial Services LLC 682,008.85 13.65% FIIOC
FBO Insight Global LLC 401(k) Plan 617,373.65 12.36% FIIOC
FBO Pioneer Drilling Services LTD 607,104.72 12.15% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 462,712.57 9.26% FIIOC
FBO Connectwise Inc. 401(k) Plan 357,644.80 7.16% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 294,849.93 5.90% BlackRock LifePath Index 2050 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,071.90 100% BlackRock LifePath Index 2050 Fund – Class K Shares National Financial Services LLC 33,535,639.73 34.20% John Hancock Life 9,138,226.26 9.32%
711 High Street 4,995,109.39 5.09%
Fund and Class Name and Address of Owner FIIOC FBO Sheehy Organization FIIOC Connectwise Inc. 401(k) Plan TIAA FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000 St. Louis, MO 63102-2733 Reliance Trust Company P.O. Box 28004 Atlanta, GA 30358 DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 FIIOC FBO Connectwise Inc. 401(k) Plan FIIOC FBO Lionbridge Technologies Inc. Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2055 Fund – Investor A Shares Charles Schwab & Co. Inc. 585,030.50 21.41% National Financial Services LLC 512,583.95 18.76% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 330,386.00 12.09% Great-West Trust FBO RTC TTEE FBO Certain Retirement Plans 151,604.11 5.54% BlackRock LifePath Index 2055 Fund – Institutional Shares FIIOC
FBO Insight Global LLC 401(k) Plan 1,301,892.87 32.24% FIIOC
FBO Pioneer Drilling Services LTD 413,682.21 10.24% 359,340.51 8.9% National Financial Services LLC 325,766.44 8.06% 255,594.70 6.33% 215,217.49 5.33% BlackRock LifePath Index 2055 Fund – Investor P Shares BlackRock Financial Management, Inc. 12,820.51 100% BlackRock LifePath Index 2055 Fund – Class K Shares National Financial Services LLC 17,820,725.33 38.12% John Hancock Life 6,257,366.55 13.38% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 2,360,202.88 5.04% BlackRock LifePath Index 2060 Fund – Investor A Shares 119,671.60 47.93% National Financial Services LLC 25,428.17 10.18% Great-West Trust Company LLC TTEE F 17,314.47 6.93% TD Ameritrade 16,372.99 6.55% 14,053.35 5.62% BlackRock LifePath Index 2060 Fund – Institutional Shares National Financial Services LLC 119,087.61 52.63% 37,728.52 16.67% 19,020.46 8.40%
Fund and Class Name and Address of Owner DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010 3280 Virginia Beach Blvd. Virginia Beach, VA 23452-5724 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 767 Menasha Corp 401(k) Retirement 1649 Bergstrom Rd, P.O. Box 367 Neenah, WI 54957-0367 State of Louisiana Trustee FBO Louisiana Public Employees DCP 8515 E Orchard Rd. 2T2 Greenwood Village, CO 80111 *Connecticut Higher Education Trust 690 Lee Road Wayne, PA 19087-0000 Nationwide Trust Company P.O. Box 182029 Columbus, OH 43218-2029 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Matrix Trust Company Cust. FBO The Armory Foundation 401(k) Plan
717 17th Street, Suite 1300
Denver, CO 80202 14,006.78 6.19% BlackRock LifePath Index 2060 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,482.26 100% BlackRock LifePath Index 2060 Fund – Class K Shares National Financial Services LLC 2,688,754.27 26.71% John Hancock Life 1,967,539.57 19.55% 863,881.75 8.58% iShares MSCI Total International Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 29,575,033.00 91.76% iShares MSCI Total International Index Fund – Institutional Shares Charles Schwab & Co. Inc. 6,063,698.77 33.32% Merrill Lynch Pierce Fenner & Smith 5,498,428.45 30.22% TD Ameritrade 3,342,563.32 18.37% 1,087,006.51 5.97% iShares MSCI Total International Index Fund – Class K Shares National Financial Services LLC 7,262,421.11 22.71% Merrill Lynch Pierce Fenner & Smith 5,149,599.36 16.10% Comerica Bank FBO MIDMI ARMC Multi 5,023,653.67 15.71% Goldman Sachs & Co. 3,986,239.25 12.46% 2,484,367.60 7.77% 1,766,942.03 5.52% iShares Russell 1000Large-Cap Index Fund – Investor A Shares National Financial Services LLC 382,936.20 11.21% iShares Russell 1000Large-Cap Index Fund – Institutional Shares Raymond James 846,101.44 31.01% 689,206.58 25.26% 260,142.50 9.53%
Fund and Class Name and Address of Owner *HP Foundation 1501 Page Mill Rd. Palo Alto, CA 94304-0000 SSB/NYLIM Supplemental Income Plan 30 Dan Rd. Canton, MA 02021-2809 Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Great-West Trust Company LLC Trust/Retirement Plans Minnesota Life Insurance Company 400 Robert Street North Saint Paul, Minnesota 55101 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Pershing LLC 185,428.46 6.79% iShares Russell 1000Large-Cap Index Fund – Class K Shares 1,734,533.57 22.44% National Financial Services LLC 1,430,759.18 18.51% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 912,592.58 11.80% Goldman Sachs & Co. 805,827.75 10.42% iShares S&P 500 Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 2,719,028.90 37.38% 583,305.02 8.02% TD Ameritrade 457,305.98 6.28% National Financial Services LLC 365,363.60 5.02% iShares S&P 500 Index Fund – Investor C1 Shares Morgan Stanley & Co. 50,941.31 40.96% Wells Fargo Clearing Services 18,832.04 15.14% National Financial Services LLC 10,463.98 8.41% UBS WM USA 9,245.32 7.43% Raymond James 8,746.57 7.03% iShares S&P 500 Index Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 7,847,272.98 73.20% iShares S&P 500 Index Fund – Investor P Shares BlackRock Financial Management, Inc. 589.136 99.30% iShares S&P 500 Index Fund – Class K Shares Goldman Sachs & Co. 10,643,265.69 36.78% Merrill Lynch Pierce Fenner & Smith 4,851,589.75 16.76% National Financial Services LLC 2,081,507.01 7.19% iShares S&P 500 Index Fund – Service Shares National Financial Services LLC 151,343.54 13.79% John Hancock Trust Company LLC 151,083.34 13.76% 125,080.34 11.39% 120,829.45 11.01% Great-West Trust Company LLC FBO Employee Benefits Clients 401(k) 96,207.11 8.76% 78,547.91 7.15% iShares U.S. Aggregate Bond Index Fund – Investor A Shares LPL Financial 3,005,967.04 22.83%
Fund and Class Name and Address of Owner WTRISC Co IRA Omnibus Acct 777 North Capitol Street, NE Washington DC 20002 Reliance Trust Company FBO MassMutual Registered Product P.O. Box 28004 Atlanta, GA 30358 Reliance Trust Company FBO MassMutual Registered Product P.O. Box 28004 Atlanta, GA 30358 Wells Fargo Bank NA TTEE FBO State of Alabama DCP 457 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010 3280 Virginia Beach Blvd. Virginia Beach, VA 23452-5724 WTRISC Co IRA Omnibus Acct 777 North Capitol Street, NE Washington DC 20002 Reliance Trust Company FBO MassMutual Registered Product PO Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 2,799,861.28 21.26% 1,525,848.79 11.58% National Financial Services LLC 828,181.27 6.29% iShares U.S. Aggregate Bond Index Fund – Institutional Shares 2,418,860.32 19.05% 1,972,378.39 15.53% Pershing LLC 1,331,102.94 10.48% John Hancock Trust Company LLC 1,025,383.87 8.07% National Financial Services LLC 950,947.02 7.48% Great-West Trust Company LLC TTEE F Elkay Manufacturing Company RSP 846,721.45 6.66% 799,180.12 6.29% iShares U.S. Aggregate Bond Index Fund – Investor P Shares BlackRock Financial Management, Inc. 20,345.88 100% iShares U.S. Aggregate Bond Index Fund – Class K Shares Charles Schwab & Co. Inc. 20,430,382.94 20.09% National Financial Services LLC 19,417,465.08 19.10% Merrill Lynch Pierce Fenner & Smith 16,301,930.60 16.03% Goldman Sachs & Co. 9,370,819.80 9.21% SEI Private Trust Company 8,372,412.83 8.23% BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 11,771,224.07 46.61% 1,484,297.55 5.87% National Financial Services LLC 1,439,905.45 5.70% 1,276,518.02 5.05% iShares MSCI EAFE International Index Fund – Institutional Shares National Financial Services LLC 16,613,535.98 31.05%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Capital Bank & Trust Company TTEE F Trader Joe’s Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 Planmember Services UMB Bank Custodian 6187 Carpinteria Avenue Carpinteria, CA 93013 BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College 2020 Option Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 15,571,079.87 29.10% Pershing LLC 3,810,531.43 7.12% iShares MSCI EAFE International Index Fund – Investor P Shares BlackRock Financial Management, Inc. 14,419.61 99.47% iShares MSCI EAFE International Index Fund – Class K Shares JP Morgan Securities LLC 532,142,460.04 77.34% Goldman Sachs & Co. 62,803,153.96 9.12% iShares Russell 2000Small-Cap Index Fund – Investor A Shares 4,375,932.81 29.37% Merrill Lynch Pierce Fenner & Smith 2,955,107.47 19.83% 2,290,771.69 15.37% iShares Russell 2000Small-Cap Index Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,904,753.52 41.93% National Financial Services LLC 622,093.16 8.98% Pershing LLC 469,591.00 6.77% Raymond James 437,777.68 6.31% iShares Russell 2000Small-Cap Index Fund – Investor P Shares BlackRock Financial Management, Inc. 9,191.18 99.48% iShares Russell 2000Small-Cap Index Fund – Class K Shares Goldman Sachs & Co. 22,042,785.97 48.25% Merrill Lynch Pierce Fenner & Smith 6,316,869.98 13.82% 2,799,315.78 6.12% BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 24,442,537.01 46.02% National Financial Services LLC 3,274,571.26 6.16% BlackRock Advantage Large Cap Core Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 6,222,010.06 58.42% Morgan Stanley & Co. 873,105.86 8.19% UBS WM USA 767,142.14 7.20% BlackRock Advantage Large Cap Core Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 12,810,169.60 19.45% 7,148,088.90 10.85% 5,630,025.08 8.54%
Fund and Class Name and Address of Owner BlackRock Advisors LLC FBO BlackRock College Enrollment Option BlackRock Advisors LLC FBO BlackRock College 2027 Option BlackRock Advisors LLC BlackRock College 2032 Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Moderate Portfolio Option BlackRock Funds MLPF S Cust FPO David G. Cherup IRA P.O. Box 8907 Wilmington, DE 19899-8907 Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 4,234,524.88 6.43% 3,832,807.67 5.82% 3,544,594.39 5.38% 3,408,084.56 5.17% BlackRock Advantage Large Cap Core Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 1,721,262.59 77.77% Hartford Life Insurance Company 118,290.76 5.34% BlackRock Advantage Large Cap Core Fund – Class K Shares Edward D. Jones and Co. 118,568.68 87.70% BlackRock Financial Management, Inc. 11,441.65 8.46% BlackRock Advantage Large Cap Core Fund – Service Shares National Financial Services LLC 5,141.75 52.72% Pershing LLC 1,728.16 17.72% 1,388.18 14.23% Wells Fargo Clearing Services 578.23 5.92% 540.18 5.53% BlackRock Advantage Large Cap Value Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 5,601,157.61 50.10% National Financial Services LLC 777,228.70 6.95% BlackRock Advantage Large Cap Value Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,853,936.04 54.56% Morgan Stanley & Co. 348,876.05 10.26% UBS WM USA 183,658.49 5.40% BlackRock Advantage Large Cap Value Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,305,404.01 42.09% National Financial Services LLC 727,161.82 13.27% LPL Financial 377,022.22 6.88% Morgan Stanley & Co. 354,140.83 6.46% UBS WM USA 339,369.61 6.19% Raymond James 321,808.99 5.87% Wells Fargo Clearing Services 321,317.28 5.86% BlackRock Advantage Large Cap Value Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 768,854.22 75.57%
Fund and Class Name and Address of Owner *Albert Yodakis, Jr. 301 Bellevue Parkway Wilmington, DE 19809 Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Large Cap Value Fund – Class K Shares JP Morgan Securities LLC 123,261.19 69.84% Edward D. Jones and Co. 46,246.46 26.20% BlackRock Advantage Large Cap Value Fund – Service Shares National Financial Services LLC 38,562.63 8.60% 30,453.71 6.79% BlackRock Event Driven Equity Fund – Investor A Shares National Financial Services LLC 961,681.35 27.78% Merrill Lynch Pierce Fenner & Smith 477,043.87 13.78% Charles Schwab & Co. Inc. 476,018.46 13.75% UBW WM USA 253,007.86 7.30% Pershing LLC 251,766.59 7.27% TD Ameritrade 212,870.45 6.15% American Enterprise Investment SVC 204,276.20 5.90% BlackRock Event Driven Equity Fund – Investor C Shares UBS WM USA 411,165.02 40.67% Pershing LLC 121,736.90 12.04% Merrill Lynch Pierce Fenner & Smith 94,166.45 9.31% American Enterprise Investment SVC 75,161.58 7.43% Wells Fargo Clearing Services 56,822.67 5.62% Morgan Stanley & Co. 56,049.31 5.54% BlackRock Event Driven Equity Fund – Institutional Shares 16,257,217.88 20.17% Merrill Lynch Pierce Fenner & Smith 15,771,844.93 19.57% National Financial Services LLC 11,218,899.45 13.92% Charles Schwab & Co. Inc. 7,156,389.79 8.88% JP Morgan Securities LLC 6,279,321.80 7.79% BlackRock Large Cap Focus Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 22,645,422.76 59.82% National Financial Services LLC 2,995,751.48 7.91% BlackRock Large Cap Focus Growth Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 7,073,881.29 52.90% BlackRock Large Cap Focus Growth Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 8,813,918.61 50.93% American Enterprise Investment SVC 1,779,404.79 10.28% LPL Financial 1,567,576.02 9.05% National Financial Services LLC 1,517,847.52 8.77% Morgan Stanley & Co. 907,520.25 5.24%
Fund and Class Name and Address of Owner BlackRock Large Cap Focus Growth Fund – Class R Shares BlackRock Large Cap Focus Growth Fund – Class K Shares BlackRock Large Cap Focus Growth Fund – Service Shares BlackRock Latin America Fund, Inc. BlackRock Latin America Fund, Inc. – Investor A Shares BlackRock Latin America Fund, Inc. – Investor C Shares Charles Schwab Co. & Inc. Special Custody Acct FBO Customers BlackRock Latin America Fund, Inc. – Institutional Shares BlackRock Latin America Fund, Inc. – Class K Shares BlackRock Liquidity Funds California Money Fund – Institutional Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 First American Trust Company FBO Managed Omnibus 5 First American Way Santa Ana, CA 92707 California Money Fund – Private Client California Money Fund – Select Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,736,328.45 66.64% Edward D. Jones and Co. 635,239.64 95.62% National Financial Services LLC 77,663.63 31.81% TD Ameritrade 26,206.63 10.73% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 18,564.66 7.60% Merrill Lynch Pierce Fenner & Smith 839,795.18 44.10% Charles Schwab & Co. Inc. 232,859.66 12.23% National Financial Services LLC 174,210.13 9.15% Merrill Lynch Pierce Fenner & Smith 52,245.46 18.34% National Financial Services LLC 42,934.40 15.07% Wells Fargo Clearing Services 28,929.57 10.15% Morgan Stanley & Co. 28,538.49 10.01% Pershing LLC 21,457.66 7.53% UBS WM USA 20,818.58 7.30% 16,847.23 5.91% Wells Fargo Clearing Services 363,031.38 31.46% Merrill Lynch Pierce Fenner & Smith 263,594.96 22.84% National Financial Services LLC 221,034.22 19.15% Charles Schwab & Co. Inc. 72,804.84 6.31% Edward D. Jones and Co. 12,690.69 77.72% BlackRock Financial Management, Inc. 3,577.18 21.90% 11,973,374.47 59.34% 7,570,759.34 37.52% JP Morgan Securities LLC 27,788.84 100% Pershing LLC 1,139,295.50 100%
Fund and Class Name and Address of Owner Federal Trust Fund – Administration Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Voya Institutional Trust Co. 1 Orange Way Windsor, CT 06095-4774 Federal Trust Fund – Cash Management Federal Trust Fund – Cash Reserve *Randall S Saunders and Moya Saunders Jt. Ten. 301 Bellevue Parkway Wilmington, DE 19809 Federal Trust Fund – Dollar Merrill Lynch Pierce Fenner & Smith Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Federal Trust Fund – Institutional Bank of America NA Sweep/Auto 901 Main Street, 66th Floor Dallas, TX 75202-0000 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Bank of America Global Finance Sweep Customers 901 Main Street, 66th Floor Dallas, TX 75202-3738 FedFund – Administration FedFund – Cash Management Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Laba & Co. FBO Bank of America 135 S LaSalle Street Chicago, IL 60603 FedFund – Cash Reserve Nabank & Co. 6242 E 41st Street BTC 2W Tulsa, OK 74135 FedFund – Dollar PNC Bank 1900 East 9th St B7 YB13 07 6 Cleveland, OH 44114 Union Bank Trust Nominee FBO Cash Management Sweeps P.O. Box 85484 San Diego, CA 54849-2186 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 49,737,196.91 83.53% 9,582,348.34 16.09% Merrill Lynch Pierce Fenner & Smith 13,213,671.32 96.23% 359,534.80 96.42% 6,836,338.16 53.74% 5,733,498.75 45.07% 1,405,000,016.06 44.78% 473,202,183.11 15.08% Merrill Lynch Pierce Fenner & Smith 405,768,124.62 12.93% State Street Bank FBO Cash Sweep Clients 388,095,402.41 12.37% 195,000,000.00 6.21% Wilmington Trust 2,517,542,612.36 89.11% Pershing LLC 252,749,330.78 8.95% 101,759,136.74 77.74% 15,216,919.82 11.62% 1,083,932,940.06 96.93% Wilmington Trust 562,126,080.82 29.95% 530,464,903.63 28.27% 214,466,598.78 11.43%
Fund and Class Name and Address of Owner HSBC Bank USA NA 452 Fifth Avenue New York, NY 10018 FedFund – Institutional Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 FedFund – Private Client FedFund – Select FedFund – Capital Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 MuniCash – Administration MuniCash – Dollar Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 Provident Advisers P.O. Box 215 Zelienople, PA 16063 MuniCash – Institutional State Street FBO Cash Sweep BlackRock 1776 Heritage Dr. Quincy, MA 02170 MuniFund – Administration MuniFund – Dollar Lobatco – Texas Bank & Trust 1800 NW Loop 281 Longview, TX 75604 MuniFund – Institutional Broadway National Bank P.O. Box 17001 San Antonio, TX Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 Lobatco – Texas Bank & Trust 1800 NW Loop 281 Longview, TX 75604 *William L Mack 2115 Linwood Ave, Suite 110 Fort Lee, NJ 07024 Saxon and Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 177,319,797.82 9.45% Pershing LLC 174,488,678.55 9.30% Bank of New York Hare & Co. 12,189,283,216.83 16.83% 6,696,302,380.00 9.24% Merrill Lynch Pierce Fenner & Smith 4,074,796,865.34 5.62% JP Morgan Securities LLC 766,327.86 100% Pershing LLC 207,536,790.93 100% 6,738,611,048.32 100% Pershing LLC 0.01 100% 1,580,726.27 87.61% 104,791.72 5.81% Merrill Lynch Pierce Fenner & Smith 2,823,318,109.36 60.56% 950,921,368.24 20.40% JP Morgan Securities LLC 15,294,755.57 98.19% 4,708,564.86 100% 45,670,616.99 32.54% 25,376,294.11 18.08% 23,537,627.72 16.77% 13,149,318.29 9.37% JP Morgan Securities LLC 9,130,594.88 6.51% 7,074,925.33 5.04%
Fund and Class Name and Address of Owner MuniFund – Private Client MuniFund – Select New York Money Fund – Administration New York Money Fund – Institutional First State Trust Company 2 Righter Parkway Wilmington, DE 19803 New York Money Fund – Select TempCash – Administration TempCash – Dollar Provident Advisers Rooney Enterprises Inc. 3400 South Water Street Pittsburgh, PA 15203 Provident Advisers Chicago Title Insurance Co. Escrow Agent For HMC Prop 1994 603 Stanwix Street Pittsburgh, PA 15222 Provident Advisers Chicago Title Insurance Co. Escrow Agent/Herman Lipsitz Two Gateway Center Pittsburgh, PA 15222 TempCash – Institutional TempFund – Administration Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 TempFund – Cash Management Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 TempFund – Cash Reserve Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 TempFund – Dollar Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned JP Morgan Securities LLC 319,999.13 100% Pershing LLC 2,369,370.58 100% JP Morgan Securities LLC 0.01 100% 10,018,928.48 87.75% SEI Private Trust Co. 1,153,796.95 10.11% Pershing LLC 170,991.89 100% Pershing LLC 0.01 100% 11,527.92 75.23% 1,894.62 12.36% 1,894.62 12.36% Merrill Lynch Pierce Fenner & Smith 4,381,232,719.81 94.86% Wilmington Trust 10,384,915.72 40.20% 7,983,919.95 30.91% 6,262,139.26 24.24% 356,237,715.22 56.13% Merrill Lynch Pierce Fenner & Smith 278,448,803.72 43.87% 2,618,979.30 59.45% Wells Fargo Clearing Services 318,753.95 7.24% Merrill Lynch Pierce Fenner & Smith 308,815.24 7.01% 31,107,751.65 38.97% 19,304,045.64 24.18%
Fund and Class Name and Address of Owner Provident Advisers 32 Meadow View Court Leonia, NJ 07605 Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 TempFund – Institutional Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Strategic Cash Portfolio II 400 Bellevue Parkway Wilmington, DE 19809 Band & Co. C O US Bank 1555 N Rivercenter Drive, Suite 302 Milwaukee, WI 53212 Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 TempFund – Private Client TempFund – Select T-Fund – Administration T-Fund – Cash Management Assetmark Trust Company FBO Assetmark Inc. & Mutal Clients 3200 N Central Avenue 7th Floor Phoenix, AZ 85012 Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Jefferies LLC FBO Unterberg Taylor Capital 101 Hudson Street, 11th Floor Jersey City, NJ 07302 Jefferies LLC FBO MSC Partners LP 101 Hudson Street, 11th Floor Jersey City, NJ 07302 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 15,086,074.51 18.90% 4,776,317.03 5.98% 4,616,479.24 5.78% 1,348,002,383.20 9.67% Bank of New York Hare & Co. 2 886,179,210.35 6.36% JP Morgan Securities LLC 799,670,136.94 5.74% 772,842,103.74 5.55% 732,186,349.34 5.25% 707,236,042.00 5.08% JP Morgan Securities LLC 471,106.33 23.13% JP Morgan Securities LLC 179,040.66 8.79% JP Morgan Securities LLC 110,777.26 5.44% JP Morgan Securities LLC 107,611.70 5.28% JP Morgan Securities LLC 103,595.77 5.09% Pershing LLC 635.98 100% Wilmington Trust 639,947,406.67 69.97% Pershing LLC 274,225,818.98 29.98% 173,976,699.20 29.95% 111,729,111.15 19.24% 43,824,723.36 7.54% 37,480,601.80 6.45%
Fund and Class Name and Address of Owner Jefferies LLC FBO Stadium Capital Partners LP 101 Hudson Street, 11th Floor Jersey City, NJ 07302 T-Fund – Dollar Union Bank Trust Nominee FBO Cash Management Sweep P.O. Box 85484 San Diego, CA 54849-2186 Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 T-Fund – Institutional State Street Bank FBO Cash Sweep Clients 1776 Heritage Drive Quincy, MA 02170 Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 T-Fund – Select T-Fund – Capital Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 T-Fund – Cash Reserve First Republic Bank 111 Pine Street San Francisco, CA 94111-0000 Treasury Trust Fund - Administration Treasury Trust Fund – Cash Management Laba & Co. FBO Bank of America 135 S. LaSalle Street Chicago, IL 60603 Treasury Trust Fund – Cash Reserve First Republic Bank 111 Pine Street San Francisco, CA 94111-0000 Treasury Trust Fund – Dollar PNC Bank 1900 East 9th Street B7 YB13 07 6 Cleveland, OH 44114 Shares Owned Percentage of
Outstanding
Shares of
Class Owned 32,866,775.13 5.66% 799,726,021.50 49.63% 202,018,134.77 12.54% Wilmington Trust 162,645,875.37 10.09% 112,923,318.14 7.01% Bank of New York Hare & Co. 2 8,609,325,666.73 16.61% 6,275,132,813.83 12.11% 3,760,000,002.19 7.25% Bank of New York Hare & Co. 2 2,599,794,156.19 5.02% Pershing LLC 24,610,404.33 100% 11,048,641,009.04 99.87% Bank of New York Hare & Co. 2 80,086,509.97 77.14% 23,416,975.72 22.55% Wilmington Trust 203,776,593.58 53.58% SEI Private Trust Company 36,682,495.61 9.64% Pershing LLC 29,828,386.48 7.84% 13,827,247.90 100% Merrill Lynch Pierce Fenner & Smith 8,143,678.00 93.53% 562,963.89 6.47% 158,168,543.24 32.30%
Fund and Class Name and Address of Owner Knotfloat & Co. State Street Bank FBO Sweep 1200 Crown Colony Drive Quincy, MA 02169 Union Bank Trust Nominee FBO Cash Management Sweep P.O. Box 85484 San Diego, CA 54849-2186 DBTCA as Agent for Artex Sac 1 Victoria Street Hamilton, Bermuda Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 Treasury Trust Fund – Institutional Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 Wells Fargo Bank NA 550 South 4th Street Minneapolis, MN 55415 Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 Treasury Trust Fund – Select BlackRock Series, Inc. BlackRock International Fund – Investor A Shares BlackRock International Fund – Investor C Shares BlackRock International Fund – Institutional Shares BlackRock International Fund – Class R Shares BlackRock International Fund – Class K Shares Shares Owned Percentage of
Outstanding
Shares of
Class Owned 87,965,541.96 17.97% Bank of New York Hare & Co. 2 46,154,641.81 9.43% 41,687,174.00 8.51% Wilmington Trust 40,662,142.76 8.30% Pershing LLC 40,212,618.19 8.21% 35,193,751.74 7.19% 28,837,265.68 5.89% Bank of New York Hare & Co. 2B 6,255,262,453.32 20.45% 4,587,206,866.94 14.99% Merrill Lynch Pierce Fenner & Smith 3,208,243,445.00 10.49% 2,780,683,950.93 9.09% Bank of New York Hare & Co. 2 2,387,993,091.84 7.81% 1,610,000,000.00 5.26% Pershing LLC 33,431,345.42 100% Merrill Lynch Pierce Fenner & Smith 16,591,021.12 86.92% Merrill Lynch Pierce Fenner & Smith 3,065,550.83 81.58% Merrill Lynch Pierce Fenner & Smith 4,486,783.55 36.60% Pershing LLC 3,300,350.18 26.92% National Financial Services LLC 1,441,728.80 11.76% Charles Schwab & Co. Inc. 1,067,725.59 8.71% Merrill Lynch Pierce Fenner & Smith 1,044,721.47 88.78% Edward D. Jones and Co. 140,748.58 93.04% BlackRock Financial Management, Inc. 10,515.25 6.95%
Fund and Class Name and Address of Owner Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund *Orlando World Center Marriott 8701 World Center Drive Orlando, FL 32821-6358 FFI Government Fund *Concourse Village Inc. 775 Concourse Village East Bronx, NY 10451-3902 *Rochdale Village Inc. 169-65 137th Ave Jamaica, NY 11434-4517 FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 169,420,875.00 89.37% Merrill Lynch Pierce Fenner & Smith 198,918,837.00 100.00% Merrill Lynch Pierce Fenner & Smith 105,612,444.00 45.96% 13,179,283.15 5.74% Merrill Lynch Pierce Fenner & Smith 29,642,390.00 46.46% 7,085,470.60 11.11% 5,963,802.63 9.35% Merrill Lynch Pierce Fenner & Smith 210,250,729.00 93.08% *Funds for Institutions Series
BlackRock Premier Government Institutional Fund
60 State Street
Boston, MA 02109 N/A 99.99% *Funds for Institutions Series
BlackRock Treasury Strategies Institutional Fund
60 State Street
Boston, MA 02109 N/A 53.60% *Funds for Institutions Series
BlackRock Select Treasury Strategies Institutional Fund
60 State Street
Boston, MA 02109 N/A 46.39% N/A *Master Investment Portfolio
Active Stock LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 100.00% *Master Investment Portfolio
International Tilts LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 92.27% *Master Investment Portfolio
International Tilts 80/20 Target Allocation Fund
400 Howard Street
San Francisco, CA 94105 N/A 7.72%
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Fund and Class Name and Address of Owner Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund – Class I Shares Retirement Reserves Money Fund – Class II Shares Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,577,695,698.93 99.13% Merrill Lynch Pierce Fenner & Smith 29,203,844.16 100.00% Merrill Lynch Pierce Fenner & Smith 132,633,659.83 100.00% Merrill Lynch Pierce Fenner & Smith 591,511,849.60 100.00% Merrill Lynch Pierce Fenner & Smith 16,645,038.55 100.00%
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Group B Funds | ||||||
BlackRock Funds IV | ||||||
BlackRock Alternative Capital Strategies Fund – Investor A Shares | Pershing LLC | 89,350.91 | 58.91% | |||
Charles Schwab & Co. Inc. | 48,657.38 | 32.08% | ||||
BlackRock Alternative Capital Strategies Fund – Investor C Shares | Pershing LLC | 4,550.05 | 57.97% | |||
*BlackRock Holdco2 Inc. | 2,000.14 | 25.48% | ||||
BNYM I S Trust Co Cust Simple IRA Fred Evensen | 1,298.04 | 16.53% | ||||
BlackRock Alternative Capital Strategies Fund – Institutional Shares | BlackRock Holdco2 Inc. | 2,497,309.45 | 80.56% | |||
Comerica Bank FBO Calhoun | 186,467.27 | 6.01% | ||||
National Financial Services LLC | 177,335.16 | 5.72% | ||||
BlackRock Global Long/Short Credit Fund – Investor A Shares | National Financial Services LLC | 6,203,329.45 | 39.41% | |||
Merrill Lynch Pierce Fenner & Smith | 2,957,851.98 | 18.79% | ||||
Charles Schwab & Co. Inc. | 1,300,126.35 | 8.26% | ||||
Morgan Stanley & Co. | 1,220,080.55 | 7.75% | ||||
UBS WM USA | 883,638.16 | 5.61% | ||||
BlackRock Global Long/Short Credit Fund – Investor C Shares | Merrill Lynch Pierce Fenner & Smith | 3,435,951.70 | 35.88% | |||
UBS WM USA | 1,342,937.35 | 14.02% | ||||
Morgan Stanley & Co. Inc. | 1,320,985.92 | 13.79% | ||||
Wells Fargo Clearing Services | 730,246.01 | 7.62% | ||||
Pershing LLC | 713,424.40 | 7.45% | ||||
National Financial Services LLC | 504,985.25 | 5.27% | ||||
BlackRock Global Long/Short Credit Fund – Institutional Shares | Merrill Lynch Pierce Fenner & Smith | 51,925,953.70 | 23.87% | |||
Morgan Stanley & Co. | 41,495,251.12 | 19.07% | ||||
UBS WM USA | 23,604,773.86 | 10.85% |
Fund and Class Name and Address of Owner BlackRock Global Long/Short Credit Fund – Class K Shares BlackRock Impact Bond Fund – Investor A Shares BNYM I S Trust Co Cust R/O IRA FBO Jane K. Kirchner BlackRock Impact Bond Fund – Investor C Shares BlackRock Impact Bond Fund – Institutional Shares BlackRock Impact Bond Fund – Class K Shares BlackRock Funds VI BlackRock CoreAlpha Bond Fund – Investor A Shares Charles Schwab & Co. Inc. Special Custody Acct FBO Customers BlackRock CoreAlpha Bond Fund – Investor C Shares *Shirley M. & Bruce A. Helmbercht 301 Bellevue Parkway Wilmington, DE 19809 BlackRock CoreAlpha Bond Fund – Institutional Shares BlackRock Advisors LLC FBO BlackRock College 2020 Option BlackRock Advisors LLC FBO BlackRock College Enrollment Option Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Wells Fargo Clearing Services 22,055,520.47 10.14% National Financial Services LLC 17,224,367.09 7.91% Charles Schwab & Co. Inc. 14,148,190.81 6.50% Wells Fargo Bank NA FBO 125,165,327.96 96.06% Charles Schwab & Co. Inc. 34,225.21 62.72% 10,237.73 18.76% *BlackRock Holdco2 Inc. 5,000.00 9.16% Pershing LLC 4,362.28 7.99% *BlackRock Holdco2 Inc. 5,000.00 71.94% Cetera Investment SVCS FBO Judith K. Orr 1,107.09 15.93% Cetera Investment SVCS FBO Judith K. Orr 580.756 8.35% *BlackRock Holdco2 Inc. 1,985,000.00 79.35% National Financial Services LLC 401,343.43 16.04% *BlackRock Holdco2 Inc. 5,000.00 100% UBS WM USA 33,876.13 49.37% 14,055.65 20.48% National Financial Services LLC 8,708.05 12.69% Pershing LLC 4,708.68 6.86% National Financial Services LLC 6,133.08 34.45% UBS WM USA 4,060.28 22.81% 3,369.76 18.93% *BlackRock Holdco 2 Inc. 1,923.70 10.80% Pershing LLC 1,291.83 7.25% JP Morgan Securities LLC 1,019.39 5.72% Goldman Sachs & Co. 42,544,123.03 56.93% 13,532,952.03 18.11% 4,214,226.84 5.63%
Fund and Class Name and Address of Owner BlackRock CoreAlpha Bond Fund – Class K Shares Master Investment Portfolio II CoreAlpha Bond Master Portfolio Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *BlackRock Holdco 2 Inc. 19,029.50 53.31% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 16,662.12 46.68% *Master Investment Portfolio
CoreAlpha Bond LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 26.72% *BlackRock Funds III
BlackRock CoreAlpha Bond Fund
400 Howard Street
San Francisco, CA 94105 N/A 73.27%
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[FORM OF PROXY CARD]
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The undersigned hereby appoints Benjamin Archibald, Jay Fife and Charles Park, 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 below named Funds that the undersigned is entitled to vote at the Joint Special Meetings of Shareholders of the Funds to be held on November 21, 2018 or at any adjournments, postponements or delays thereof. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meetings 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 EACH SUCH PROPOSAL.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
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Dated: [ ], 2021 |
blk_30180_092418
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:☒
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1(a). To elect fifteen 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.
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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.
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To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
- 49 -
Fundamental Investment Restriction Proposals and Funds Affected Proposals 1.A. and 2.A.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Concentration and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction. Proposals 1.B. and 2.B.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and the Issuance of Senior Securities. Proposals 1.C. and 2.C.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction. Proposals 1.D. and 2.D.—To Approve the Amendment of the Fundamental Investment Restriction Regarding the Issuance of Senior Securities and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction. Proposals 1.E. and 2.E.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Real Estate. Proposals 1.F. and 2.F.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Underwriting and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction. Proposals 1.G. and 2.G.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Commodities. Proposals 1.H. and 2.H.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Lending and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction. Proposals 1.I. and 2.I.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Diversification. Proposals 1.J. and 2.J.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Investing for the Purpose of Exercising Control or Management and, for Total Return Fund, to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Elimination of Such Fundamental Investment Restriction. Proposal 1.K.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Purchasing Commodities Contracts and Investing in Oil, Gas or Mineral Exploration or Development Programs. Proposal 1.L.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Acquiring Other Investment Companies. Proposal 1.M.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Writing and Selling Options, Straddles and Spreads. Proposal 1.N.—To Approve the Elimination of the Fundamental Investment Restriction Regarding the Purchase of Securities on Margin and Short Sales. Proposal 1 |
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[FORM OF PROXY CARD]
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The undersigned hereby appoints Benjamin Archibald, Jay Fife and Charles Park, 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 below named Funds that the undersigned is entitled to vote at the Joint Special Meetings of Shareholders of the Funds to be held on November 21, 2018 or at any adjournments, postponements or delays thereof. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Special Meetings 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 EACH SUCH PROPOSAL.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT SPECIAL MEETINGS OF SHAREHOLDERS OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
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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 SIGNED AND DATED ON THE REVERSE SIDE.
BAC_30180_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:☒
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1(a). To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.
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| 1.B. | 1.C. | 1.D. | 1.E. | 1.F. | 1.G. | 1.H. | 1.I. | 1.J. | 1.K. | 1.L. | 1.M. | 1.N. | ||||||||||||||||
BATS: Series C Portfolio |
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| N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | ● |
A-1
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To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
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| 1.B. | 1.C. | 1.D. | 1.E. | 1.F. | 1.G. | 1.H. | 1.I. | 1.J. | 1.K. | 1.L. | 1.M. | 1.N. | ||||||||||||||||||||||||||
BATS: Series M Portfolio | N/A | ● | N/A | N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BATS: Series S Portfolio | N/A | ● | N/A | N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Total Return Fund | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
BlackRock Tactical Opportunities Fund | ● | ● | N/A | N/A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Global Long/Short Credit Fund | ● | N/A | ● | ● | ● | ● | ● | ● | ● | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
BlackRock Core Bond Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock GNMA Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Inflation Protected Bond Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Low Duration Bond Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||||||||||||||||||||||||
BlackRock Strategic Income Opportunities Portfolio | ● | ● | N/A | N/A | ● | ● | ● | ● | N/A | ● | ● | ● | ● | N/A | ||||||||||||||||||||||||||||
BlackRock CoreAlpha Bond Fund | ● | N/A | ● | ● | ● | ● | ● | ● | ● | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
BlackRock Long-Horizon Equity Fund | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||
BlackRock Strategic Global Bond Fund, Inc. | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | N/A | N/A | N/A | N/A |
[FORM OF N&A]
BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEXA-2
IMPORTANT PROXY INFORMATION
Your Vote Counts!
Fund Name | 1.A. | 1.B. | 1.C. | 1.D. | 1.E. | 1.F. | 1.G. | 1.H. | 1.I. | 1.J. | 1.K. | 1.L. | 1.M. | 1.N. | ||||||||||||||||
BlackRock U.S. Mortgage Portfolio | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | N/A | N/A | N/A | N/A | ||||||||||||||||
Master Total Return Portfolio | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | N/A | N/A | N/A | N/A | ||||||||||||||||
CoreAlpha Bond Master Portfolio | ● | N/A | ● | ● | ● | ● | ● | ● | ● | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Proposal 2 | ||||||||||||||||||||||||||||||
Fund Name | 2.A. | 2.B. | 2.C. | 2.D. | 2.E. | 2.F. | 2.G. | 2.H. | 2.I. | 2.J. | ||||||||||||||||||||
BlackRock Balanced Capital Fund, Inc. | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | ||||||||||||||||||||
BlackRock Total Return Fund | ● | N/A | ● | ● | ● | ● | ● | ● | N/A | ● | ||||||||||||||||||||
BlackRock CoreAlpha Bond Fund | ● | N/A | ● | ● | ● | ● | ● | ● | ● | N/A |
A-3
List of Applicable Fundamental Investment Restrictions
The following is a list of the fundamental investment restrictions that will apply to each Fund (other than BlackRock Balanced Capital Fund, Inc.) if shareholders vote, and, if applicable, provide voting instructions, “FOR” Proposal 1 and Proposal 2, as applicable:
Under its fundamental investment restrictions, the Fund may not:
1. | All Funds Other than BlackRock U.S. Mortgage Portfolio:Concentrate its investments in a particular industry, as that term is used in the Investment Company Act. | |
BlackRock U.S. Mortgage Portfolio only: Concentrate its investments in a particular industry, as that term is used in the Investment Company Act; provided, that the Fund will invest at least 25% of its total assets in non-agency mortgage-backed securities, which for purposes of this investment restriction the Fund will treat as an industry or group of industries.
2. |
Borrow money, except as permitted under the Investment Company Act. |
3. |
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The Joint Special Meetings of Shareholders of the BlackRock-Advised Funds in the Equity-Liquidity Complex will be held on Wednesday, November 21, 2018, at 10:30 a.m., (Eastern time), at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, NJ 08540-6455.
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.
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 Meetings and the Form of Proxy Card, are available at:
https://www.proxy-direct.com/blk-30180
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, 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.
Investment Company Act. |
4. | Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage- related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments. |
5. |
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6. | Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act. |
7. | Make loans to the
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8. | All Funds Other than BATS: Series C Portfolio, BATS: Series M Portfolio, BATS: Series S Portfolio, BlackRock Emerging Markets Flexible Dynamic Bond Portfolio BlackRock Inflation Protected Bond Portfolio, BlackRock Long-Horizon Equity Fund, BlackRock Strategic Global Bond Fund, Inc. and BlackRock Strategic Income Opportunities Portfolio:Make any investment inconsistent with the Fund’s classification as a diversified company under the Investment Company Act. |
B-1
Outstanding Shares
[to be provided in definitive proxy statement]
Fund Name | Class | Shares Outstanding on Record Date | ||
BATS: Series C Portfolio
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BATS: Series M Portfolio
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BlackRock Balanced Capital Fund, Inc.
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BlackRock Total Return Fund | ||||
BlackRock Tactical Opportunities Fund | ||||
BlackRock Global Long/Short Credit Fund | ||||
BlackRock Strategic Global Bond Fund, Inc. | ||||
BlackRock Core Bond Portfolio | ||||
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
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BlackRock GNMA Portfolio | ||||
BlackRock Inflation Protected Bond Portfolio | ||||
BlackRock Low Duration Bond Portfolio | ||||
BlackRock Strategic Income Opportunities Portfolio | ||||
BlackRock CoreAlpha Bond Fund | ||||
BlackRock Long-Horizon Equity Fund | ||||
BlackRock Strategic Global Bond Fund, Inc. | ||||
BlackRock U.S. Mortgage Portfolio | ||||
Master Total Return Portfolio | ||||
CoreAlpha Bond Master Portfolio | ||||
C-1
5% Shareholder Ownership
[to be provided in definitive proxy statement]
As of the Record Date, to the best of each Fund’s knowledge, the following persons listed below beneficially owned more than 5% of the outstanding shares of the noted class of the Fund indicated:
Class | Name | Address | Shares Beneficially Owned | Percentage of Outstanding Shares of Class Owned (Name of Class)
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BATS: Series C Portfolio | ||||||||
BATS: Series M Portfolio | ||||||||
BATS: Series S Portfolio | ||||||||
BlackRock Balanced Capital Fund, Inc. | ||||||||
BlackRock Total Return Fund | ||||||||
BlackRock Tactical Opportunities Fund | ||||||||
BlackRock Global Long/Short Credit Fund | ||||||||
BlackRock Strategic Global Bond Fund, Inc. | ||||||||
BlackRock Core Bond Portfolio | ||||||||
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio | ||||||||
BlackRock GNMA Portfolio | ||||||||
BlackRock Inflation Protected Bond Portfolio | ||||||||
BlackRock Low Duration Bond Portfolio | ||||||||
D-1
BlackRock Strategic Income Opportunities Portfolio | ||||||||
BlackRock CoreAlpha Bond Fund | ||||||||
BlackRock Long-Horizon Equity Fund | ||||||||
BlackRock Strategic Global Bond Fund, |
The Joint Special Meetings are 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.
BlackRock U.S. Mortgage Portfolio
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CoreAlpha Bond Master Portfolio |
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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.
D-2
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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_30180_NA_092418