The Board ~~Members Not SeekingRe-Election~~of 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.

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.

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,

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.

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.

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.

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.

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 ~~biographical~~of 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.

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 relating~~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 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 ~~Existing~~risks 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 are~~of 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-election~~make any investment inconsistent with such Fund’s classification as a ~~result of their retirement or transition to consultant~~diversified company under the Investment Company Act. Long-Horizon Equity Fund’s current diversification policy is ~~set forth below. The terms~~fundamental, 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 ~~Existing~~Long-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:

~~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.~~

~~Board Leadership Structure~~If 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 ~~Oversight~~statement 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.

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 Act~~event 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 Board~~Proposal 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 role~~shareholders of ~~the Chair of the Boards is~~Long-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 risks~~managed 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 ~~provisions~~changes 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’s~~changes 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.~~

~~Day-to-day~~ ~~risk management~~A supplement to Long-Horizon Equity Fund’s prospectus, dated August 5, 2021 (the “Supplement”), has been filed with ~~respect to~~ the ~~Funds~~Commission and is ~~the responsibility of BlackRock or other service providers (depending~~available 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 applicable~~changes to the ~~Funds. Risk oversight is part~~Fund discussed above (subject to shareholder approval of ~~the Boards’ general oversight~~Proposal 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 in~~~~Appendix 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 in~~Appendix 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 in~~~~Appendix F.~~

No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s 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 at~~https://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 in~~Appendix F.~~

~~The current members of each Fund’s Audit Committee, all of whom are Independent Board Members, are as follows:~~

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 the~~Closed-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 at~~https://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 in~~Appendix F.~~

~~The current members of each Fund’s Governance Committee, all of whom are Independent Board Members, are as follows:~~

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 any~~sub-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 in~~Appendix F.~~

~~The current members of each Fund’s Compliance Committee, all of whom are Independent Board Members, are as follows:~~

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 and~~non-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 in~~Appendix F.~~

~~The current members of each Fund’s Performance Oversight Committee, all of whom are Independent Board Members, are as follows:~~

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 in~~~~Appendix 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:~~

~~Executive Officers of the Funds.~~ ~~Information about the current executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in~~~~Appendix G.~~

~~Your Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee under each applicable Proposal.~~

~~For~~A 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 particular~~the Fund. ~~The quorum requirement for~~For each Fund ~~is set forth in~~~~Appendix A.~~

~~The~~except CoreAlpha Bond Fund and CoreAlpha Bond Master, a quorum consists of a majority of the Shares entitled to vote ~~requirement for each~~on 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 in~~~~Appendix 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 that~~quorum 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 that~~a Proposal are ~~series~~not 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 ~~will~~except 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 votes~~adjourned without further notice other than announcement at the Meeting ~~are cast “FOR”~~for up to 120 days after the ~~proposal. Abstentions~~Record Date. For each of CoreAlpha Bond Fund, CoreAlpha Bond Master and ~~“brokernon-votes”~~ ~~will not~~BlackRock 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 have~~adjourned without further notice other than announcement at the ~~same effect as~~Meeting 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 in~~~~Appendix~~A~~) which require~~the 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), as~~voting securities” of each applicable ~~for Funds that require a plurality or~~Fund. The “vote of a majority of the ~~votes cast. Brokernon-votes~~ ~~occur when shares~~outstanding 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 ~~held~~present at the Meeting or represented by ~~brokers~~proxy; 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 from~~securities 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 shareholders~~Shareholders of each ~~Fund organized as a~~ Feeder Fund ~~in a master/feeder structure (identified in~~~~Appendix B~~~~) where such Fund invests all or substantially all of its assets in a corresponding Master Fund or series of a corresponding Master Fund~~ are ~~also~~ being asked, in ~~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 ~~such~~the Feeder Fund, with respect to ~~the election~~how, as a beneficial owner of the ~~Board Nominees~~applicable Master Fund, the Feeder Fund should vote in connection with the proposals to approve the amendment or elimination of certain of the ~~corresponding~~applicable Master ~~Fund~~Fund’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 ~~the~~its 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”). ~~The~~Each Feeder ~~Funds do~~Fund does not require that a specified number of shareholders submit voting instructions before ~~a Feeder~~each 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 corresponding~~the 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 vote~~proxies, 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, your~~the proxies; if no direction is indicated, the shares will be voted and voting instructions will be submitted, as applicable, in accordance with the ~~recommendations~~recommendation 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.

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 proxy~~Shares held of record by broker-dealers as to ~~vote on routine matters if no instructions have~~which 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 broker~~non-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 ~~shareholder~~owner of a ~~Fund~~Fund’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 agent~~you may ~~be the record holder of~~instruct 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 specify~~financial institution of record how ~~the shareholder’s shares should be voted may be deemed to authorize a service provider~~ to vote ~~such~~your shares in favor of ~~Proposals 1(a)~~Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5 and ~~1(b),~~Proposal 6, as applicable, ~~(and~~and, 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 contractual~~the shareholder is authorizing their bank, broker or other ~~restrictions,~~financial institution of record to execute a ~~service agent may be permitted~~proxy 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 proportion~~that 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.

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 on~~Appendix H.~~- 46 -

~~Appendix H~~ ~~sets forth for each Fund the fees billed by that Fund’s Independent Registered Public Accounting Firm for the two most recent fiscal years for all audit,non-audit,~~ ~~tax and all other services provided directly to the Fund. The fee information in~~~~Appendix H~~ ~~is presented under the following captions:~~

(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including~~out-of-pocket~~ ~~expenses.~~

(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

(c) Tax Fees—fees associated with tax compliance and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” in~~Appendix H~~ ~~relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relates to tax advice, tax planning or tax consulting.~~

~~(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”~~

Each Fund’s Audit Committee is required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee also is required to consider and act upon (i) the provision by the Fund’s Independent Registered Public Accounting Firm of any~~non-audit~~ ~~services to the Fund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm 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. See~~Appendix H~~ ~~to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s Independent Registered Public Accounting Firm.~~

~~The Audit Committee of each Fund complies with applicable laws and regulations with regard to 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 may~~pre-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 general~~pre-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 required~~pre-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:~~

Investment ~~Manager,Sub-Advisers~~Adviser, Principal Underwriter and ~~Administrators~~Administrator

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 in~~~~Appendix I.~~

AsFund. The principal business address of ~~September 24, 2018, to the best of each Fund’s knowledge, the persons listed in~~~~Appendix J~~ ~~owned more than 5% of the outstanding shares of the class of such Fund indicated.~~

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 Emerging Markets Flexible Dynamic Bond Portfolio, a series of BlackRock Funds V

BlackRock Strategic Income Opportunities Portfolio a series of BlackRock Funds V

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.

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 begins~~relevant Board’s solicitation relating to ~~print and mail its proxy materials. Timely submission of a proposal does not guarantee that~~ such ~~proposal will~~meeting 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 ~~that~~the 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 of a Fund who wish to send communications to the relevant Board or ~~any individual Board Member~~a specified Director/Trustee should ~~write their Fund~~submit 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 a~~at: 100 Bellevue Parkway, Wilmington, Delaware 19809, Attention: Fund ~~shareholder. If~~Secretary, identifying the ~~communication is~~correspondence 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 -

~~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 of~~out-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.~~

~~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.~~

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 in~~acting under the ~~enclosed proxy~~proxies upon such matters in accordance with their judgment of ~~what is in~~ the best interests of the ~~Funds.~~

A list of ~~each Fund’s~~ shareholders ~~of record as of~~entitled to be present and to vote at the ~~Record Date~~Meeting 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’s~~By-Laws,~~ including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.

Please vote promptly by signing and dating ~~each~~the 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) or~~to provide voting ~~instruction form(s) to vote~~instructions by telephone or ~~via~~over the Internet.

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.


~~Fund~~¹	~~Form of~~ ~~Organization~~	~~Voting Rights~~	~~Quorum Requirement~~	~~Vote~~ ~~Required to~~ ~~Approve~~ ~~Proposal 1(a)~~³
~~BBIF Money Fund~~	~~Massachusetts Trust~~	Holders are entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share), and each fractional dollar amount shall be entitled to a proportionate fractional vote.	~~Holders of shares entitled to vote, present in person or by proxy, representing a majority~~By Order of the ~~voting power~~	~~A plurality~~Boards of ~~votes cast~~

~~BBIF Treasury Fund~~	~~Massachusetts Trust~~	Holders are entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share), and each fractional dollar amount shall be entitled to a proportionate fractional vote.	~~Holders of shares entitled to vote, present in person or by proxy, representing a majority of the voting power~~	~~A plurality of votes cast~~

~~BIF Money Fund~~²	~~Massachusetts Trust~~	~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~	~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~	~~A majority of the shares present at the Meeting~~

~~BIF Treasury Fund~~²	~~Massachusetts Trust~~	~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~	~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~	~~A majority of the shares present at the Meeting~~

~~BlackRock Asian Dragon Fund, Inc.~~	~~Maryland Corporation~~	~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~	~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~	~~A majority of the votes cast~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~BlackRock Emerging Markets Fund, Inc.~~
~~Maryland Corporation~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the votes cast~~
~~BlackRock Financial Institutions Series Trust~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~Series~~
~~BlackRock Summit Cash Reserves Fund~~
~~BlackRock Funds~~^SM
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A plurality of the shares voted~~
~~Series~~
~~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~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~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~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~BlackRock Funds III~~
~~Delaware Trust~~ Each share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of net asset value (number of shares owned times net asset value per share) of shares outstanding in such holder’s name on the books of the Fund. ~~One-third~~ ~~of the shares entitled to vote, present in person or by proxy~~ ~~A plurality of the shares voted~~
~~Series~~
~~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~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~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.~~
~~Maryland Corporation~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders ofone-third~~ ~~of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the votes cast~~
~~Series~~
~~iShares MSCI EAFE International Index Fund~~
~~iShares Russell 2000Small-Cap~~ ~~Index Fund~~
~~BlackRock Large Cap Series Funds, Inc.~~
~~Maryland Corporation~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders ofone-third~~ ~~of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the votes cast~~
~~Series~~
~~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.~~
~~Maryland Corporation~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the votes cast~~
~~BlackRock Liquidity Funds~~
~~Delaware Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders ofone-third~~ ~~of the shares entitled to vote, present in person or by proxy~~ ~~A plurality of the shares voted~~
~~Series~~
~~California Money Fund~~
~~Federal Trust Fund~~
~~FedFund~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~MuniCash~~
~~MuniFund~~
~~New York Money Fund~~
~~TempCash~~
~~TempFund~~
~~T-Fund~~
~~Treasury Trust Fund~~
~~BlackRock Series, Inc.~~
~~Maryland Corporation~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders ofone-third~~ ~~of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the votes cast~~
~~Series~~
~~BlackRock International Fund~~
~~Funds For Institutions Series~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~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~~²
~~Delaware LLC~~ ~~Each holder of an interest shall be entitled to a vote proportionate to its interest as recorded on the books of the Fund.~~ ~~Holders of a majority of the interests entitled to vote, present in person or by proxy~~ ~~A majority of the interests present at the Meeting~~
~~Series~~
~~Master Premier Government Institutional Portfolio~~
~~Master Treasury Strategies Institutional Portfolio~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~Master Investment Portfolio~~
~~Delaware Trust~~ ~~Each holder of an interest shall be entitled to a vote in proportion to its interest relative to total outstanding interests in the Fund.~~ ~~Thirty Percent (30%) of the outstanding interests, present in person or by proxy~~ ~~A majority of the interests voted~~
~~Series~~
~~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~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~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~~²
~~Delaware LLC~~ ~~Each holder of an interest in a series shall be entitled to a vote proportionate to its interest in the Fund.~~ ~~Holders of a majority of the interests entitled to vote, present in person or by proxy~~ ~~A majority of the interests present at the Meeting~~
~~Series~~
~~Master Advantage Large Cap Core Portfolio~~
~~Master Advantage Large Cap Value Portfolio~~
~~Master Large Cap Focus Growth Portfolio~~
~~Master Money LLC~~²
~~Delaware LLC~~ Each holder of an interest shall be entitled to a vote in proportion to its interest in the Fund; provided that in the event that holders exercise pass through voting, such holders shall vote their interests on the same basis as interests in such holders are voted. ~~Holders of a majority of the interests entitled to vote, present in person or by proxy~~ ~~A majority of the interests present at the Meeting~~
~~Master Treasury LLC~~²
~~Delaware LLC~~ Each holder of an interest shall be entitled to a vote in proportion to its interest in the Fund, provided, however, that in the event that holders exercise pass through voting, such holders shall vote their Interests on the same basis as interests in such holders are voted. ~~Holders of a majority of the interests entitled to vote, present in person or by proxy~~ ~~A majority of the interests present at the Meeting~~

~~Fund~~¹
~~Form of~~
~~Organization~~
~~Voting Rights~~
~~Quorum Requirement~~
~~Vote~~
~~Required to~~
~~Approve~~
~~Proposal 1(a)~~³
~~Quantitative Master Series LLC~~²
~~Delaware LLC~~ ~~Each holder shall be entitled to vote proportionate to its interest in the Fund.~~ ~~Holders of a majority of the interests entitled to vote, present in person or by proxy~~ ~~A majority of the interests present at the Meeting~~
~~Series~~
~~Master Small Cap Index Series~~
~~Ready Assets Government Liquidity Fund~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~Ready Assets U.S.A. Government Money Fund~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~Ready Assets U.S. Treasury Money Fund~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~Retirement Series Trust~~²
~~Massachusetts Trust~~ ~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~ ~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~ ~~A majority of the shares present at the Meeting~~
~~Series~~
~~Retirement Reserves Money Fund~~

~~The Portfolios of series Funds are set forth below the name of the applicable Fund.~~

~~Denotes Funds in which abstentions and brokernon-votes~~ ~~will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(a).~~

The quorum requirement for a series of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal 1(a), the quorum requirement applies to all shareholders of the Fund as a whole. The approval of the shareholders of all relevant Funds that are series of the applicable Fund voting together is required.

~~Group B Funds~~


~~Fund~~¹	~~Form of~~ ~~Organization~~	~~Voting Rights~~	~~Quorum Requirement~~	~~Vote~~ ~~Required to~~ ~~Approve~~ ~~Proposal 1(b)~~³
~~BlackRock Funds IV~~	~~Massachusetts Trust~~	~~Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction.~~	~~Holders of a majority of the shares entitled to vote, present in person or by proxy~~	~~A plurality of the shares voted~~

~~Series~~

~~BlackRock Alternative Capital Strategies Fund~~
~~BlackRock Global Long/Short Credit Fund~~
~~BlackRock Impact Bond Fund~~

~~BlackRock Funds VI~~	~~Delaware Trust~~	Each share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of net asset value (number of shares owned times net asset value per share) of shares outstanding in such holder’s name on the books of the Fund.	~~One-third~~ ~~of the shares entitled to vote, present in person or by proxy~~	~~A plurality of the shares voted~~

~~Series~~

~~BlackRock CoreAlpha Bond Fund~~

~~Master Investment Portfolio II~~	~~Delaware Trust~~	~~Each holder of an interest shall be entitled to a vote in proportion to its interest relative to total outstanding interests in the Fund.~~	~~Thirty Percent (30%) of the outstanding interests, present in person or by proxy~~	~~A majority of the interests voted~~
~~CoreAlpha Bond Master Portfolio~~

~~The Portfolios of series Funds are set forth below the name of the applicable Fund.~~

The quorum requirement for a series of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal 1(b), the quorum requirement applies to all shareholders of the Fund as a whole. The approval of the shareholders of all relevant Funds that are series of the applicable Fund voting together is required.

~~Appendix B – Master/Feeder Structures~~

~~The following chart identifies the Funds and Portfolios that are organized in master/feeder structures:~~


~~Master Fund~~		~~Feeder Fund(s)~~
~~Master Money LLC~~		~~BBIF Money Fund~~ ~~BIF Money Fund~~

~~Master Treasury LLC~~		~~BBIF Treasury Fund~~ ~~BIF Treasury Fund~~

~~Master Institutional Money Market LLC~~ ~~- Master Premier Government Institutional Portfolio~~		~~Funds For Institutions Series~~ ~~- BlackRock Premier Government Institutional Fund~~

~~Master Institutional Money Market LLC~~ ~~– Master Treasury Strategies Institutional Portfolio~~		~~Funds For Institutions Series~~ ~~– BlackRock Treasury Strategies Institutional Fund; BlackRock Select Treasury Strategies Institutional Fund~~

~~Master Investment Portfolio~~ ~~- Large Cap Index Master Portfolio~~		~~BlackRock Funds III~~ ~~– iShares Russell 1000Large-Cap~~ ~~Index Fund~~

~~Master Investment Portfolio~~ ~~- S&P 500 Index Master Portfolio~~		~~BlackRock Funds III~~ ~~– iShares S&P 500 Index Fund~~

~~Master Investment Portfolio~~ ~~- Total International ex U.S. Index Master Portfolio~~		~~BlackRock Funds III~~ ~~– iShares MSCI Total International Index Fund~~

~~Master Investment Portfolio~~ ~~- U.S. Total Bond Index Master Portfolio~~		~~BlackRock Funds III~~ ~~– iShares U.S. Aggregate Bond Index Fund~~

~~Master Investment Portfolio~~ ~~- Money Market Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock Cash Funds: Institutional~~

~~Master Investment Portfolio~~ ~~- Treasury Money Market Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock Cash Funds: Treasury~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic Retirement Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic Retirement Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2020 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2020 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2025 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2025 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2030 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2030 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2035 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2035 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2040 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2040 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2045 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2045 Fund~~

~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2050 Master Portfolio~~		~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2050 Fund~~

~~Master Fund~~
~~Feeder Fund(s)~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2055 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2055 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Dynamic 2060 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Dynamic 2060 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index Retirement Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index Retirement Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2020 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2020 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2025 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2025 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2030 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2030 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2035 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2035 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2040 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2040 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2045 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2045 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2050 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2050 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2055 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2055 Fund~~
~~Master Investment Portfolio~~ ~~- LifePath~~^® ~~Index 2060 Master Portfolio~~ ~~BlackRock Funds III~~ ~~- BlackRock LifePath~~^® ~~Index 2060 Fund~~
~~Master Investment Portfolio II~~ ~~– CoreAlpha Bond Master Portfolio~~ ~~BlackRock Funds VI~~ ~~– BlackRock CoreAlpha Bond Fund~~
~~Master Large Cap Series LLC~~ ~~- Master Large Cap Focus Growth Portfolio~~ ~~BlackRock Large Cap Series Funds, Inc.~~ ~~- BlackRock Large Cap Focus Growth Fund~~
~~Master Large Cap Series LLC~~ ~~- Master Advantage Large Cap Value Portfolio~~ ~~BlackRock Large Cap Series Funds, Inc.~~ ~~- BlackRock Advantage Large Cap Value Fund~~
~~Master Large Cap Series LLC~~ ~~- Master Advantage Large Cap Core Portfolio~~ ~~BlackRock Large Cap Series Funds, Inc.~~ ~~- BlackRock Advantage Large Cap Core Fund~~
~~Quantitative Master Series LLC~~ ~~- Master Small Cap Index Series~~ ~~BlackRock Index Funds, Inc.~~ ~~– iShares Russell 2000Small-Cap~~ ~~Index Fund~~

~~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:


~~Fund/Portfolio~~		~~Shares Outstanding/Number of~~ ~~Votes~~
~~BIF Money Fund~~		~~8,432,678,106.460~~

~~BIF Treasury Fund~~		~~1,143,228,773.870~~

   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

   Shares Outstanding/Number of Votes
Fund/Portfolio
   Investor A    Investor C    Institutional    Class R    Service    Class K
BlackRock High Equity Income Fund
   8,892,571.808    5,822,612.561    8,878,477.756    —    486,781.273    —
BlackRock Impact U.S. Equity Fund
   490,590.884    156,848.706    4,198,226.190    —    —    19,801.980
BlackRock International Dividend Fund
   5,180,271.604    1,533,406.148    3,552,845.082    —    160,901.127    126,439.881
BlackRockMid-Cap Growth Equity Portfolio
   33,081,369.068    8,539,712.112    36,963,440.808    894,060.794    1,328,602.909    4,849,469.330
BlackRock Money Market Portfolio
   263,733,423.960    13,024,570.620    309,888,990.030    —    7,352,558.430    —
BlackRock Real Estate Securities Fund
   944,734.688    191,942.876    786,529.671    —    —    —
BlackRock Short Obligations Fund
   1,305,120.440    —    7,404,807.410    —    —    10,998,205.230
BlackRock Tactical Opportunities Fund
   15,491,321.137    2,103,084.231    14,361,581.255    —    54,240.975    12,908,382.448
BlackRock Technology Opportunities Fund
   21,078,967.212    5,667,149.447    18,069,783.561    451,799.800    497,383.550    —
BlackRock Total Emerging Markets Fund
   2,079,893.977    627,422.866    21,719,489.286    —    —    —
BlackRock Total Factor Fund
   394,308.167    72,356.104    12,935,570.795    —    —    2,818,577.817
iShares Developed Real Estate Index Fund
   58,812.227    —    3,092,144.662    —    —    195,351,662.747
iShares Edge MSCI Min Vol EAFE Index Fund
   —    —    86,695.349    —    —    13,773,712.216
iShares Edge MSCI Min Vol USA Index Fund
   —    —    340,996.902    —    —    995,732.792
iShares Edge MSCI Multifactor Intl Index Fund
   —    —    45,580.735    —    —    992,984.578
iShares Edge MSCI Multifactor USA Index Fund
   —    —    76,228.779    —    —    994,720.708
iShares Edge MSCI USA Momentum Factor Index Fund
   —    —    138,980.257    —    —    993,732.183
iShares Edge MSCI USA Quality Factor Index Fund
   —    —    34,448.374    —    —    1,947,374.455
iShares Edge MSCI USA Size Factor Index Fund
   —    —    10,135.613    —    —    990,000.000
iShares Edge MSCI USA Value Factor Index Fund
   —    —    11,134.890    —    —    990,000.000
iShares MSCI Asia ex Japan Index Fund
   —    —    9,011,743.405    —    —    1,322,349.968
iShares MSCI Developed World Index Fund
   —    —    1,276,877.497    —    —    46,199,988.518
iShares RussellMid-Cap Index Fund
   17,060,571.788    —    16,328,967.390    —    —    49,419,998.296

   Shares Outstanding/Number of Votes
Fund/Portfolio
   Investor A    Investor C    Institutional    Class R    Service    Class K
iShares RussellSmall/Mid-Cap Index Fund
   2,180,390.104    —    1,175,353.636    —    —    6,630,601.768
iShares Short-Term TIPS Bond Index Fund
   48,223.831    —    128,504.464    —    —    126,719.352
iShares Total U.S. Stock Market Index Fund
   5,385,736.194    —    6,023,936.637    —    —    54,462,717.920

BlackRock Exchange Portfolio offers BlackRock Shares. As of September 24, 2018, the shares outstanding/number of votes relating to the BlackRock Shares of BlackRock Exchange Portfolio was 154,220.920.

   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


~~Fund/Portfolio~~	~~Classes~~	~~Outstanding~~ ~~Shares/Number of~~ ~~Votes~~
~~BlackRock Liquidity Funds~~

~~California Money Fund~~	~~Administration~~		—
	~~Capital~~		—
	~~Cash Management~~		—
	~~Cash Plus~~		—
	~~Cash Reserve~~		—
	~~Dollar~~		—
	~~Institutional~~		~~20,176,872.180~~
	~~Plus~~		—
	~~Premier~~		—
	~~Private Client~~		~~27,788.840~~
	~~Select~~		~~1,139,295.510~~

~~Federal Trust Fund~~	~~Administration~~		~~59,547,508.030~~
	~~Capital~~		—
	~~Cash Management~~		~~13,731,121.580~~
	~~Cash Reserve~~		~~372,892.960~~
	~~Dollar~~		~~12,721,692.580~~

~~Fund/Portfolio~~
~~Classes~~
~~Outstanding~~
~~Shares/Number of~~
~~Votes~~
~~Institutional~~ ~~3,137,655,221.790~~
~~Premier~~ —
~~Private Client~~ —
~~Select~~ —
~~FedFund~~
~~Administration~~ ~~2,825,057,449.040~~
~~Capital~~ ~~6,738,670,244.210~~
~~Cash Management~~ ~~130,902,660.330~~
~~Cash Plus~~ —
~~Cash Reserve~~ ~~1,118,296,877.950~~
~~Dollar~~ ~~1,876,741,308.730~~
~~Institutional~~ ~~72,444,829,513.170~~
~~Premier~~ —
~~Private Client~~ ~~766,327.860~~
~~Select~~ ~~207,536,790.940~~
~~MuniCash~~
~~Administration~~ ~~0.010~~
~~Capital~~ —
~~Cash Management~~ —
~~Cash Plus~~ —
~~Cash Reserve~~ —
~~Dollar~~ ~~1,804,175.606~~
~~Institutional~~ ~~4,662,157,308.047~~
~~Premier~~ —
~~Private Client~~ —
~~Select~~ —
~~MuniFund~~
~~Administration~~ ~~15,576,031.600~~
~~Capital~~ —
~~Cash Management~~ —
~~Cash Reserve~~ —
~~Dollar~~ ~~4,708,564.860~~
~~Institutional~~ ~~140,362,599.080~~
~~Plus~~ —
~~Premier~~ —
~~Private Client~~ ~~319,999.130~~
~~Select~~ ~~2,369,370.590~~
~~New York Money Fund~~
~~Administration~~ ~~0.010~~
~~Capital~~ —
~~Cash Management~~ —
~~Cash Plus~~ —
~~Cash Reserve~~ —
~~Dollar~~ —
~~Institutional~~ ~~11,417,463.320~~
~~Plus~~ —
~~Premier~~ —
~~Private Client~~ —
~~Select~~ ~~170,991.900~~
~~TempCash~~
~~Administration~~ ~~0.010~~
~~Capital~~ —
~~Cash Management~~ —
~~Cash Plus~~ —
~~Cash Reserve~~ —
~~Dollar~~ ~~15,322.732~~
~~Institutional~~ ~~4,618,579,169.006~~
~~Premier~~ —
~~Private Client~~ — ��
~~Select~~ —

~~Fund/Portfolio~~
~~Classes~~
~~Outstanding~~
~~Shares/Number of~~
~~Votes~~
~~TempFund~~
~~Administration~~ ~~25,830,536.968~~
~~Capital~~ —
~~Cash Management~~ ~~634,697,301.610~~
~~Cash Reserve~~ ~~4,405,454.158~~
~~Dollar~~ ~~79,829,788.218~~
~~Institutional~~ ~~13,934,061,822.926~~
~~Plus~~ —
~~Premier~~ —
~~Private Client~~ ~~2,036,823.664~~
~~Select~~ ~~635.982~~
~~T-Fund~~
~~Administration~~ ~~914,584,950.640~~
~~Capital~~ ~~11,062,725,861.110~~
~~Cash Management~~ ~~580,846,594.680~~
~~Cash Reserve~~ ~~103,823,378.960~~
~~Dollar~~ ~~1,611,447,321.170~~
~~Institutional~~ ~~51,786,931,205.910~~
~~Plus~~ —
~~Premier~~ —
~~Private Client~~ —
~~Select~~ ~~24,610,404.340~~
~~Treasury Trust Fund~~
~~Administration~~ ~~380,337,009.980~~
~~Capital~~ —
~~Cash Management~~ ~~13,827,247.900~~
~~Cash Reserve~~ ~~8,706,641.890~~
~~Dollar~~ ~~489,623,604.940~~
~~Institutional~~ ~~30,594,907,918.200~~
~~Premier~~ —
~~Private Client~~ —
~~Select~~ ~~33,431,345.430~~

   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


~~Fund/Portfolio~~	~~Shares Outstanding/Number of Votes~~
~~Funds For Institutions Series~~

~~BlackRock Premier Government Institutional Fund~~		~~189,578,169.840~~

~~BlackRock Select Treasury Strategies Institutional Fund~~		~~198,925,080.990~~

~~BlackRock Treasury Strategies Institutional Fund~~		~~229,786,971.630~~

~~FFI Government Fund~~		~~63,795,371.760~~

~~FFI Treasury Fund~~		~~225,876,284.220~~

~~Master Institutional Money Market LLC~~

~~Master Premier Government Institutional Portfolio~~		~~189,796,452.85~~

~~Master Treasury Strategies Institutional Portfolio~~		~~429,562,863.90~~

~~Master Investment Portfolio~~

~~Active Stock Master Portfolio~~		~~533,030,542.26~~

~~International Tilts Master Portfolio~~		~~172,761,963.32~~

~~Large Cap Index Master Portfolio~~		~~8,375,338,383.82~~

~~Fund/Portfolio~~
~~Shares Outstanding/Number of Votes~~
~~LifePath~~^® ~~Dynamic Retirement Master Portfolio~~
~~121,140,548.76~~
~~LifePath~~^® ~~Dynamic 2020 Master Portfolio~~
~~327,143,801.84~~
~~LifePath~~^® ~~Dynamic 2025 Master Portfolio~~
~~64,176,525.27~~
~~LifePath~~^® ~~Dynamic 2030 Master Portfolio~~
~~361,954,684.04~~
~~LifePath~~^® ~~Dynamic 2035 Master Portfolio~~
~~57,848,053.88~~
~~LifePath~~^® ~~Dynamic 2040 Master Portfolio~~
~~298,710,174.22~~
~~LifePath~~^® ~~Dynamic 2045 Master Portfolio~~
~~38,854,454.47~~
~~LifePath~~^® ~~Dynamic 2050 Master Portfolio~~
~~106,918,662.96~~
~~LifePath~~^® ~~Dynamic 2055 Master Portfolio~~
~~22,116,146.54~~
~~LifePath~~^® ~~Dynamic 2060 Master Portfolio~~
~~2,360,949.88~~
~~LifePath~~^® ~~Index Retirement Master Portfolio~~
~~1,338,173,425.93~~
~~LifePath~~^® ~~Index 2020 Master Portfolio~~
~~2,649,151,558.88~~
~~LifePath~~^® ~~Index 2025 Master Portfolio~~
~~3,085,444,413.93~~
~~LifePath~~^® ~~Index 2030 Master Portfolio~~
~~3,808,383,139.65~~
~~LifePath~~^® ~~Index 2035 Master Portfolio~~
~~2,729,391,036.34~~
~~LifePath~~^® ~~Index 2040 Master Portfolio~~
~~2,926,476,122.88~~
~~LifePath~~^® ~~Index 2045 Master Portfolio~~
~~1,905,248,922.01~~
~~LifePath~~^® ~~Index 2050 Master Portfolio~~
~~1,684,441,000.23~~
~~LifePath~~^® ~~Index 2055 Master Portfolio~~
~~845,726,718.75~~
~~LifePath~~^® ~~Index 2060 Master Portfolio~~
~~147,571,357.99~~
~~Money Market Master Portfolio~~
~~50,938,545,348.93~~
~~S&P 500 Index Master Portfolio~~
~~17,619,803,693.21~~
~~Total International ex U.S. Index Master Portfolio~~
~~911,707,975.19~~
~~Treasury Money Market Master Portfolio~~
~~8,210,502,175.91~~
~~U.S. Total Bond Index Master Portfolio~~
~~6,167,226,972.79~~
~~Master Large Cap Series LLC~~
~~Master Advantage Large Cap Core Portfolio~~
~~3,101,341,429.00~~
~~Master Advantage Large Cap Value Portfolio~~
~~656,477,671.00~~
~~Master Large Cap Focus Growth Portfolio~~
~~835,562,649.00~~
~~Master Money LLC~~
~~10,438,132,712.73~~
~~Master Treasury LLC~~
~~1,880,877,766.56~~
~~Quantitative Master Series LLC~~
~~Master Small Cap Index Series~~
~~1,988,334,063.85~~
~~Ready Assets Government Liquidity Fund~~
~~1,591,610,988.24~~
~~Ready Assets U.S.A. Government Money Fund~~
~~29,203,844.16~~
~~Ready Assets U.S. Treasury Money Fund~~
~~132,633,659.83~~

Fund/Portfolio
   Shares Outstanding/Number of Votes
Retirement Series Trust    Class I    Class II
Retirement Reserves Money Fund
   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
   Shares Outstanding    Aggregate Net Asset
Value ($)    Number of Votes
Investor C
   199,165.561    13.5700    2,702,676.66
Class R
   337,639.243    13.6500    4,608,775.67
Class K
   709,908.863    13.6800    9,711,553.25
BlackRock LifePath^® Dynamic 2030 Fund

Investor A
   17,586,972.732    13.9000    244,458,920.97
Institutional
   5,610,551.829    14.4700    81,184,684.97
Investor C
   299,401.522    14.1600    4,239,525.55
Class R
   168,020.641    14.3000    2,402,695.17
Class K
   2,038,969.124    14.4500    29,463,103.84
BlackRock LifePath^® Dynamic 2035 Fund

Investor A
   2,210,788.053    14.7800    32,675,447.42
Institutional
   775,411.131    14.8100    11,483,838.85
Investor C
   195,551.993    14.6000    2,855,059.10
Class R
   239,884.783    14.7700    3,543,098.24
Class K
   481,733.874    15.0300    7,240,460.13
BlackRock LifePath^® Dynamic 2040 Fund

Investor A
   11,792,690.503    16.8100    198,235,127.36
Institutional
   3,429,640.501    18.4100    63,139,681.62
Investor C
   162,807.895    18.0700    2,941,938.66
Class R
   158,749.450    18.2200    2,892,414.98
Class K
   1,692,687.921    18.5100    31,331,653.42
BlackRock LifePath^® Dynamic 2045 Fund

Investor A
   1,299,803.037    15.7300    20,445,901.77
Institutional
   523,097.678    15.7600    8,244,019.41
Investor C
   106,367.044    15.4800    1,646,561.84
Class R
   224,200.943    15.6900    3,517,712.80
Class K
   310,889.614    15.9300    4,952,471.55
BlackRock LifePath^® Dynamic 2050 Fund

Investor A
   3,720,172.988    21.8500    81,285,779.79
Institutional
   792,844.748    21.9300    17,387,085.32
Investor C
   67,824.395    21.5700    1,462,972.20
Class R
   88,026.196    21.7700    1,916,330.29
Class K
   217,293.424    22.0100    4,782,628.26
BlackRock LifePath^® Dynamic 2055 Fund

Investor A
   811,037.097    16.1700    13,114,469.86
Institutional
   301,222.550    16.2400    4,891,854.21
Investor C
   59,334.701    15.9400    945,795.13
Class R
   65,066.273    16.1400    1,050,169.65
Class K
   125,484.553    16.4600    2,065,475.74

Fund/Portfolio
   Shares Outstanding    Aggregate Net Asset
Value ($)    Number of Votes
BlackRock LifePath^® Dynamic 2060 Fund

Investor A
   4,962.952    11.3400    56,279.88
Institutional
   2,044.424    11.3500    23,204.21
Investor C
   2,520.334    11.3100    28,504.98
Class R
   2,010.032    11.3300    22,773.66
Class K
   194,754.449    11.3600    2,212,410.54
BlackRock LifePath Index Retirement Fund

Investor A
   5,880,751.027    12.2700    72,156,815.10
Institutional
   4,131,093.918    12.2900    50,771,144.25
Class K
   98,929,372.370    12.2800    1,214,852,692.70
Investor P
   16,353.230    12.2700    200,654.13
BlackRock LifePath^® Index 2020 Fund

Investor A
   13,187,355.612    12.7600    168,270,657.61
Institutional
   7,364,027.985    12.7900    94,185,917.93
Class K
   186,560,758.873    12.7900    2,386,112,105.99
Investor P
   15,735.641    12.7600    200,786.78
BlackRock LifePath^® Index 2025 Fund

Investor A
   10,279,774.352    13.4500    138,262,965.03
Institutional
   7,999,904.360    13.4800    107,838,710.77
Class K
   210,556,147.590    13.4800    2,838,296,869.51
Investor P
   14,947.683    13.4500    201,046.34
BlackRock LifePath^® Index 2030 Fund

Investor A
   19,182,897.823    13.8600    265,874,963.83
Institutional
   9,206,302.684    13.8800    127,783,481.25
Class K
   246,222,423.031    13.8700    3,415,105,007.44
Investor P
   14,524.328    13.8600    201,307.19
BlackRock LifePath^® Index 2035 Fund

Investor A
   8,570,522.797    14.3800    123,244,117.82
Institutional
   7,025,911.742    14.4200    101,313,647.32
Class K
   173,805,204.473    14.4100    2,504,532,996.46
Investor P
   14,025.245    14.3800    201,683.02
BlackRock LifePath^® Index 2040 Fund

Investor A
   12,165,212.415    14.7800    179,801,839.49
Institutional
   6,973,452.818    14.8100    103,276,836.23
Class K
   178,432,074.699    14.8100    2,642,579,026.29
Investor P
   13,661.202    14.7800    201,912.57
BlackRock LifePath^® Index 2045 Fund

Investor A
   4,909,389.709    15.2000    74,622,723.58
Institutional
   5,103,782.096    15.2400    77,781,639.14

Fund/Portfolio
   Shares Outstanding    Aggregate Net Asset
Value ($)    Number of Votes
Class K
   114,887,022.783    15.2500    1,752,027,097.44
Investor P
   13,289.037    15.2000    201,993.36
BlackRock LifePath^® Index 2050 Fund

Investor A
   5,622,026.788    15.4600    86,916,534.14
Institutional
   4,994,674.622    15.5000    77,417,456.64
Class K
   98,029,405.018    15.5000    1,519,455,777.78
Investor P
   13,071.895    15.4600    202,091.50
BlackRock LifePath^® Index 2055 Fund

Investor A
   2,732,052.908    15.7600    43,057,153.83
Institutional
   4,037,523.506    15.8000    63,792,871.39
Class K
   46,745,914.181    15.8000    738,585,444.06
Investor P
   12,820.513    15.7600    202,051.28
BlackRock LifePath^® Index 2060 Fund

Investor A
   249,640.587    13.9500    3,482,486.19
Institutional
   226,265.602    13.9800    3,163,193.12
Class K
   10,064,119.649    13.9800    140,696,392.69
Investor P
   14,482.259    13.9500    202,027.51
iShares MSCI Total International Index Fund

Investor A
   32,230,025.429    9.1000    293,293,231.40
Institutional
   18,193,770.352    9.1300    166,109,123.31
Class K
   31,966,839.965    9.4000    300,488,295.67
iShares Russell 1000Large-Cap Index Fund

Investor A
   3,413,712.764    19.4000    66,226,027.62
Institutional
   2,728,054.137    19.5300    53,278,897.30
Class K
   7,729,610.702    19.4600    150,418,224.26
iShares S&P 500 Index Fund

Investor A
   7,272,935.815    348.5600    2,535,054,507.68
Investor C1
   124,360.972    348.5700    43,348,504.01
Institutional
   10,719,522.861    348.8500    3,739,505,550.06
Class K
   28,931,341.966    348.9800    10,096,459,719.29
Service
   1,097,370.392    348.7300    382,685,976.80
Investor P
   593.280    348.5700    206,799.61
iShares U.S. Aggregate Bond Index Fund

Investor A
   13,166,552.416    9.7600    128,505,551.58
Institutional
   12,697,409.147    9.7700    124,053,687.37
Class K
   101,648,029.830    9.7700    993,101,251.44
Investor P
   20,345.880    9.7700    198,779.25

~~Group B Funds~~

   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


~~Fund/Portfolio~~	~~Shares Outstanding/Number of Votes~~
~~Master Investment Portfolio II~~

~~CoreAlpha Bond Master Portfolio~~		~~1,023,184,780.36~~

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 each~~in-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 a~~case-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 for~~in-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 on~~Appendices 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 Funds^SM

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
   Susan J.
Carter    Collette
Chilton    Neil A.
Cotty    Cynthia A.
Montgomery    Joseph P.
Platt    Mark
Stalnecker    Kenneth L.
Urish    Claire A.
Walton
BlackRock Commodity Strategies Fund
   $ 1,254    $ 1,196    $ 1,254    $ 1,265    $ 1,188    $ 1,288    $ 1,277    $ 1,254
BlackRock Emerging Markets Dividend Fund
   $ 938    $ 881    $ 938    $ 939    $ 862    $ 941    $ 940    $ 938
BlackRock Emerging Markets Equity Strategies Fund
   $ 753    $ 754    $ 753    $ 755    $ 754    $ 754    $ 755    $ 753
BlackRock Energy & Resources Portfolio
   $ 1,154    $ 1,096    $ 1,154    $ 1,162    $ 1,085    $ 1,179    $ 1,170    $ 1,154
BlackRock Exchange Portfolio
   $ 1,001    $ 1,020    $ 1,001    $ 1,030    $ 1,010    $ 1,010    $ 1,020    $ 1,001
BlackRock Global Long/Short Equity Fund
   $ 1,812    $ 1,754    $ 1,812    $ 1,842    $ 1,765    $ 1,893    $ 1,873    $ 1,812
BlackRock Health Sciences Opportunities Portfolio
   $ 9,365    $ 9,308    $ 9,365    $ 9,652    $ 9,575    $ 10,284    $ 9,938    $ 9,365
BlackRock High Equity Income Fund
   $ 1,932    $ 1,874    $ 1,932    $ 1,966    $ 1,890    $ 2,036    $ 2,001    $ 1,932
BlackRock Impact U.S. Equity Fund
   $ 976    $ 918    $ 976    $ 978    $ 901    $ 981    $ 980    $ 976
BlackRock International Dividend Fund
   $ 1,503    $ 1,445    $ 1,503    $ 1,523    $ 1,446    $ 1,561    $ 1,543    $ 1,503
BlackRockMid-Cap Growth Equity Portfolio
   $ 2,631    $ 2,573    $ 2,631    $ 2,689    $ 2,612    $ 2,830    $ 2,747    $ 2,631
BlackRock Money Market Portfolio
   $ 2,033    $ 2,056    $ 2,033    $ 2,152    $ 1,994    $ 2,088    $ 2,109    $ 2,033
BlackRock Real Estate Securities Fund
   $ 771    $ 775    $ 771    $ 777    $ 773    $ 773    $ 774    $ 771
BlackRock Short Obligations Fund
   $ 1,126    $ 1,069    $ 1,126    $ 1,134    $ 1,057    $ 1,146    $ 1,141    $ 1,126
BlackRock Tactical Opportunities Fund
   $ 1,827    $ 1,769    $ 1,827    $ 1,858    $ 1,781    $ 1,928    $ 1,889    $ 1,827
BlackRock Technology Opportunities Fund
   $ 1,959    $ 1,901    $ 1,959    $ 1,994    $ 1,917    $ 2,081    $ 2,030    $ 1,959
BlackRock Total Emerging Markets Fund
   $ 1,177    $ 1,207    $ 1,177    $ 1,220    $ 1,193    $ 1,190    $ 1,208    $ 1,177
BlackRock Total Factor Fund
   $ 984    $ 926    $ 984    $ 986    $ 909    $ 991    $ 989    $ 984
iShares Developed Real Estate Index Fund
   $ 2,578    $ 2,694    $ 2,578    $ 2,757    $ 2,641    $ 2,660    $ 2,705    $ 2,578
iShares Edge MSCI Min Vol EAFE Index Fund
   $ 1,107    $ 1,049    $ 1,107    $ 1,114    $ 1,037    $ 1,126    $ 1,120    $ 1,107
iShares Edge MSCI Min Vol USA Index Fund
   $ 929    $ 871    $ 929    $ 929    $ 852    $ 930    $ 930    $ 929
iShares Edge MSCI Multifactor Intl Index Fund
   $ 930    $ 872    $ 930    $ 930    $ 854    $ 932    $ 931    $ 930
iShares Edge MSCI Multifactor USA Index Fund
   $ 930    $ 872    $ 930    $ 930    $ 853    $ 931    $ 931    $ 930
iShares Edge MSCI USA Momentum Factor Index Fund
   $ 931    $ 873    $ 931    $ 931    $ 854    $ 932    $ 932    $ 931
iShares Edge MSCI USA Quality Factor Index Fund
   $ 930    $ 872    $ 930    $ 930    $ 854    $ 932    $ 931    $ 930
iShares Edge MSCI USA Size Factor Index Fund
   $ 928    $ 870    $ 928    $ 929    $ 852    $ 930    $ 929    $ 928
iShares Edge MSCI USA Value Factor Index Fund
   $ 928    $ 871    $ 928    $ 929    $ 852    $ 930    $ 929    $ 928
iShares MSCI Asia ex Japan Index Fund
   $ 1,020    $ 962    $ 1,020    $ 1,023    $ 946    $ 1,027    $ 1,027    $ 1,020
iShares MSCI Developed World Index Fund
   $ 2,068    $ 2,010    $ 2,068    $ 2,107    $ 2,030    $ 2,179    $ 2,146    $ 2,068
iShares RussellMid-Cap Index Fund
   $ 2,271    $ 2,214    $ 2,271    $ 2,317    $ 2,241    $ 2,375    $ 2,364    $ 2,271
iShares RussellSmall/Mid-Cap Index Fund
   $ 1,052    $ 995    $ 1,052    $ 1,057    $ 980    $ 1,065    $ 1,062    $ 1,052
iShares Short-Term TIPS Bond Index Fund
   $ 726    $ 728    $ 726    $ 728    $ 726    $ 726    $ 727    $ 726
iShares Total U.S. Stock Market Index Fund
   $ 1,995    $ 1,937    $ 1,995    $ 2,032    $ 1,955    $ 2,099    $ 2,068    $ 1,995
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*

Fund/Portfolio
   Susan J.
Carter    Collette
Chilton    Neil A.
Cotty    Cynthia A.
Montgomery    Joseph P.
Platt    Mark
Stalnecker    Kenneth L.
Urish    Claire A.
Walton
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
   $ 12,353    $ 13,034    $ 12,353    $ 13,428    $ 12,747    $ 12,747    $ 13,142    $ 12,353
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
   $ 1,384    $ 1,327    $ 1,384    $ 1,400    $ 1,323    $ 1,441    $ 1,416    $ 1,384
BlackRock Large Cap Focus Growth Fund*

BlackRock Latin America Fund, Inc.
   $ 1,014    $ 1,034    $ 1,014    $ 1,042    $ 1,024    $ 1,022    $ 1,034    $ 1,014
BlackRock Liquidity Funds

California Money Fund
   $ 752    $ 754    $ 752    $ 755    $ 753    $ 753    $ 754    $ 752
Federal Trust Fund
   $ 2,802    $ 2,958    $ 2,802    $ 3,017    $ 2,873    $ 2,861    $ 2,943    $ 2,802
FedFund
   $ 51,098    $ 54,521    $ 51,098    $ 55,980    $ 52,806    $ 52,558    $ 54,514    $ 51,098
MuniCash
   $ 2,319    $ 2,437    $ 2,319    $ 2,486    $ 2,373    $ 2,368    $ 2,427    $ 2,319
MuniFund
   $ 861    $ 870    $ 861    $ 875    $ 865    $ 865    $ 870    $ 861
New York Money Fund
   $ 733    $ 734    $ 733    $ 734    $ 733    $ 733    $ 734    $ 733
TempCash
   $ 975    $ 985    $ 975    $ 992    $ 983    $ 982    $ 992    $ 975
TempFund
   $ 8,717    $ 9,258    $ 8,717    $ 9,460    $ 8,988    $ 8,919    $ 9,259    $ 8,717
T-Fund
   $ 33,597    $ 35,771    $ 33,597    $ 36,685    $ 34,711    $ 34,512    $ 35,826    $ 33,597
Treasury Trust Fund
   $ 15,632    $ 16,666    $ 15,632    $ 17,091    $ 16,137    $ 16,056    $ 16,643    $ 15,632

Fund/Portfolio
   Susan J.
Carter    Collette
Chilton    Neil A.
Cotty    Cynthia A.
Montgomery    Joseph P.
Platt    Mark
Stalnecker    Kenneth L.
Urish    Claire A.
Walton
BlackRock Series, Inc.

BlackRock International Fund
   $ 1,649    $ 1,711    $ 1,649    $ 1,737    $ 1,680    $ 1,675    $ 1,711    $ 1,649
Funds For Institutions Series

BlackRock Premier Government Institutional Fund*

BlackRock Select Treasury Strategies Institutional Fund*

BlackRock Treasury Strategies Institutional Fund*

FFI Government Fund
   $ 967    $ 909    $ 967    $ 969    $ 892    $ 970    $ 971    $ 967
FFI Treasury Fund
   $ 1,154    $ 1,097    $ 1,154    $ 1,162    $ 1,086    $ 1,168    $ 1,171    $ 1,154
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   $ 2,078    $ 2,021    $ 2,078    $ 2,118    $ 2,041    $ 2,129    $ 2,158    $ 2,078
Master Treasury Strategies Institutional Portfolio
   $ 1,626    $ 1,569    $ 1,626    $ 1,650    $ 1,574    $ 1,662    $ 1,675    $ 1,626
Master Investment Portfolio

Active Stock Master Portfolio
   $ 1,548    $ 1,605    $ 1,548    $ 1,633    $ 1,576    $ 1,576    $ 1,605    $ 1,548
International Tilts Master Portfolio
   $ 991    $ 1,011    $ 991    $ 1,020    $ 1,000    $ 1,000    $ 1,009    $ 991
Large Cap Index Master Portfolio
   $ 8,931    $ 9,469    $ 8,931    $ 9,747    $ 9,210    $ 9,210    $ 9,488    $ 8,931
LifePath^® Dynamic Retirement Master Portfolio
   $ 954    $ 970    $ 954    $ 978    $ 962    $ 962    $ 970    $ 954
LifePath^® Dynamic 2020 Master Portfolio
   $ 1,376    $ 1,421    $ 1,376    $ 1,444    $ 1,398    $ 1,398    $ 1,421    $ 1,376
LifePath^® Dynamic 2025 Master Portfolio
   $ 816    $ 822    $ 816    $ 826    $ 819    $ 819    $ 823    $ 816
LifePath^® Dynamic 2030 Master Portfolio
   $ 1,399    $ 1,446    $ 1,399    $ 1,470    $ 1,423    $ 1,423    $ 1,446    $ 1,399
LifePath^®Dynamic 2035 Master Portfolio
   $ 803    $ 809    $ 803    $ 812    $ 806    $ 806    $ 809    $ 803
LifePath^® Dynamic 2040 Master Portfolio
   $ 1,267    $ 1,304    $ 1,267    $ 1,323    $ 1,286    $ 1,286    $ 1,304    $ 1,267
LifePath^® Dynamic 2045 Master Portfolio
   $ 772    $ 776    $ 772    $ 778    $ 774    $ 774    $ 776    $ 772
LifePath^® Dynamic 2050 Master Portfolio
   $ 902    $ 914    $ 902    $ 920    $ 908    $ 908    $ 914    $ 902
LifePath^® Dynamic 2055 Master Portfolio
   $ 746    $ 748    $ 746    $ 749    $ 747    $ 747    $ 748    $ 746
LifePath^® Dynamic 2060 Master Portfolio
   $ 287    $ 287    $ 287    $ 287    $ 287    $ 287    $ 287    $ 287
LifePath^® Index Retirement Master Portfolio
   $ 2,284    $ 2,389    $ 2,284    $ 2,442    $ 2,337    $ 2,337    $ 2,390    $ 2,284
LifePath^® Index 2020 Master Portfolio
   $ 3,918    $ 4,131    $ 3,918    $ 4,240    $ 4,026    $ 4,026    $ 4,134    $ 3,918
LifePath^® Index 2025 Master Portfolio
   $ 3,689    $ 3,884    $ 3,689    $ 3,985    $ 3,789    $ 3,789    $ 3,890    $ 3,689
LifePath^® Index 2030 Master Portfolio
   $ 4,600    $ 4,855    $ 4,600    $ 4,986    $ 4,731    $ 4,731    $ 4,863    $ 4,600
LifePath^® Index 2035 Master Portfolio
   $ 3,189    $ 3,351    $ 3,189    $ 3,435    $ 3,273    $ 3,273    $ 3,356    $ 3,189
LifePath^® Index 2040 Master Portfolio
   $ 3,530    $ 3,714    $ 3,530    $ 3,809    $ 3,625    $ 3,625    $ 3,721    $ 3,530
LifePath^® Index 2045 Master Portfolio
   $ 2,255    $ 2,354    $ 2,255    $ 2,406    $ 2,307    $ 2,307    $ 2,359    $ 2,255
LifePath^®Index 2050 Master Portfolio
   $ 2,134    $ 2,226    $ 2,134    $ 2,274    $ 2,182    $ 2,182    $ 2,230    $ 2,134
LifePath^® Index 2055 Master Portfolio
   $ 1,312    $ 1,351    $ 1,312    $ 1,371    $ 1,333    $ 1,333    $ 1,353    $ 1,312
LifePath^® Index 2060 Master Portfolio
   $ 763    $ 765    $ 763    $ 766    $ 764    $ 764    $ 766    $ 763
Money Market Master Portfolio
   $ 30,922    $ 32,940    $ 30,922    $ 33,964    $ 31,946    $ 31,946    $ 32,970    $ 30,922
S&P 500 Index Master Portfolio
   $ 19,496    $ 20,773    $ 19,496    $ 21,409    $ 20,132    $ 20,132    $ 20,769    $ 19,496
Total International ex U.S. Index Master Portfolio
   $ 2,438    $ 2,562    $ 2,438    $ 2,620    $ 2,496    $ 2,496    $ 2,555    $ 2,438
Treasury Money Market Master Portfolio
   $ 5,105    $ 5,397    $ 5,105    $ 5,546    $ 5,253    $ 5,253    $ 5,402    $ 5,105
U.S. Total Bond Index Master Portfolio
   $ 6,767    $ 7,161    $ 6,767    $ 7,366    $ 6,972    $ 6,972    $ 7,177    $ 6,767

Fund/Portfolio
   Susan J.
Carter    Collette
Chilton    Neil A.
Cotty    Cynthia A.
Montgomery    Joseph P.
Platt    Mark
Stalnecker    Kenneth L.
Urish    Claire A.
Walton
Master Large Cap Series LLC

Master Advantage Large Cap Core Portfolio
   $ 4,643    $ 4,585    $ 4,643    $ 4,769    $ 4,692    $ 5,063    $ 4,895    $ 4,643
Master Advantage Large Cap Value Portfolio
   $ 1,904    $ 1,846    $ 1,904    $ 1,937    $ 1,861    $ 2,005    $ 1,971    $ 1,904
Master Large Cap Focus Growth Portfolio
   $ 2,265    $ 2,208    $ 2,265    $ 2,311    $ 2,234    $ 2,357    $ 2,357    $ 2,265
Master Money LLC
   $ 18,540    $ 19,855    $ 18,540    $ 20,511    $ 19,060    $ 19,547    $ 19,735    $ 18,540
Master Treasury LLC
   $ 3,943    $ 4,115    $ 3,943    $ 4,276    $ 3,969    $ 4,115    $ 4,148    $ 3,943
Quantitative Master Series LLC

Master Small Cap Index Series
   $ 2,125    $ 2,213    $ 2,125    $ 2,260    $ 2,173    $ 2,173    $ 2,221    $ 2,125
Ready Assets Government Liquidity Fund
   $ 3,635    $ 3,577    $ 3,635    $ 3,727    $ 3,650    $ 3,808    $ 3,819    $ 3,635
Ready Assets U.S.A. Government Money Fund
   $ 976    $ 919    $ 976    $ 979    $ 902    $ 980    $ 981    $ 976
Ready Assets U.S. Treasury Money Fund
   $ 1,244    $ 1,186    $ 1,244    $ 1,255    $ 1,178    $ 1,264    $ 1,266    $ 1,244
Retirement Series Trust

Retirement Reserves Money Fund
   $ 2,086    $ 2,029    $ 2,086    $ 2,126    $ 2,049    $ 2,159    $ 2,166    $ 2,086
Group B Funds

BlackRock Funds IV

BlackRock Alternative Capital Strategies Fund**
   $ 762    $ 765    $ 762    $ 767    $ 764    $ 764    $ 765    $ 762
BlackRock Global Long/Short Credit Fund**
   $ 6,617    $ 6,560    $ 6,617    $ 6,811    $ 6,734    $ 7,132    $ 7,004    $ 6,617
BlackRock Impact Bond Fund**
   $ 945    $ 888    $ 945    $ 946    $ 870    $ 948    $ 948    $ 945
BlackRock Funds VI

BlackRock CoreAlpha Bond Fund*

Master Investment Portfolio II

CoreAlpha Bond Master Portfolio**
   $ 1,789    $ 1,864    $ 1,789    $ 1,901    $ 1,826    $ 1,826    $ 1,862    $ 1,789
Total Compensation from the BlackRock Fund Complexes¹
   $ 370,000    $ 390,000    $ 370,000    $ 400,000    $ 365,000    $ 380,000    $ 390,000    $ 370,000

~~The Fund is a Feeder Fund and paid no compensation.~~

~~Information shown is that of the corresponding Predecessor Portfolio.~~

~~The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End~~ ~~Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Board Nominee for the calendar year ended December 31, 2017.~~

~~Existing Board Members Not SeekingRe-election~~ ~~and Retired Board Members~~¹

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
   Rodney D.
Johnson    Robert C.
Robb, Jr.    Frederick
W. Winter
BlackRock Funds^SM

BlackRock Advantage Emerging Markets Fund
   $ 1,313    $ 1,236    $ 1,159
BlackRock Advantage International Fund
   $ 2,186    $ 1,889    $ 1,812
BlackRock Advantage Large Cap Growth Fund
   $ 2,320    $ 1,989    $ 1,912
BlackRock Advantage Small Cap Core Fund
   $ 1,550    $ 1,413    $ 1,336
BlackRock Advantage Small Cap Growth Fund
   $ 2,299    $ 1,973    $ 1,896
BlackRockAll-Cap Energy & Resources Portfolio
   $ 1,173    $ 1,133    $ 1,056
BlackRock Commodity Strategies Fund
   $ 1,466    $ 1,350    $ 1,273
BlackRock Emerging Markets Dividend Fund
   $ 1,042    $ 1,035    $ 958
BlackRock Emerging Markets Equity Strategies Fund
   $ 765    $ 754    $ 753
BlackRock Energy & Resources Portfolio
   $ 1,331    $ 1,250    $ 1,173
BlackRock Exchange Portfolio
   $ 1,097    $ 1,020    $ 1,001
BlackRock Global Long/Short Equity Fund
   $ 2,213    $ 1,908    $ 1,831
BlackRock Health Sciences Opportunities Portfolio
   $ 12,326    $ 9,461    $ 9,385
BlackRock High Equity Income Fund
   $ 2,373    $ 2,028    $ 1,951
BlackRock Impact U.S. Equity Fund
   $ 1,094    $ 1,072    $ 995
BlackRock International Dividend Fund
   $ 1,798    $ 1,599    $ 1,522
BlackRockMid-Cap Growth Equity Portfolio
   $ 3,309    $ 2,727    $ 2,650
BlackRock Money Market Portfolio
   $ 2,510    $ 2,210    $ 2,052
BlackRock Real Estate Securities Fund
   $ 789    $ 775    $ 771
BlackRock Short Obligations Fund
   $ 1,295    $ 1,222    $ 1,146
BlackRock Tactical Opportunities Fund
   $ 2,232    $ 1,923    $ 1,846
BlackRock Technology Opportunities Fund
   $ 2,408    $ 2,055    $ 1,978
BlackRock Total Emerging Markets Fund
   $ 1,332    $ 1,207    $ 1,177
BlackRock Total Factor Fund
   $ 1,104    $ 1,080    $ 1,003
iShares Developed Real Estate Index Fund
   $ 3,209    $ 2,694    $ 2,578
iShares Edge MSCI Min Vol EAFE Index Fund
   $ 1,269    $ 1,203    $ 1,126
iShares Edge MSCI Min Vol USA Index Fund
   $ 1,031    $ 1,025    $ 948
iShares Edge MSCI Multifactor Intl Index Fund
   $ 1,032    $ 1,026    $ 949
iShares Edge MSCI Multifactor USA Index Fund
   $ 1,032    $ 1,026    $ 949
iShares Edge MSCI USA Momentum Factor Index Fund
   $ 1,033    $ 1,027    $ 950
iShares Edge MSCI USA Quality Factor Index Fund
   $ 1,032    $ 1,026    $ 949
iShares Edge MSCI USA Size Factor Index Fund
   $ 1,030    $ 1,024    $ 947
iShares Edge MSCI USA Value Factor Index Fund
   $ 1,030    $ 1,024    $ 947
iShares MSCI Asia ex Japan Index Fund
   $ 1,152    $ 1,116    $ 1,039
iShares MSCI Developed World Index Fund
   $ 2,556    $ 2,164    $ 2,087
iShares RussellMid-Cap Index Fund
   $ 2,828    $ 2,368    $ 2,291
iShares RussellSmall/Mid-Cap Index Fund
   $ 1,196    $ 1,148    $ 1,072
iShares Short-Term TIPS Bond Index Fund
   $ 729    $ 728    $ 726
iShares Total U.S. Stock Market Index Fund
   $ 2,458    $ 2,091    $ 2,014

Fund/Portfolio
   Rodney D.
Johnson    Robert C.
Robb, Jr.    Frederick
W. Winter
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
   $ 16,297    $ 13,034    $ 12,353
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
   $ 1,639    $ 1,481    $ 1,404
BlackRock Large Cap Focus Growth Fund*

BlackRock Latin America Fund, Inc.
   $ 1,113    $ 1,034    $ 1,014
BlackRock Liquidity Funds

California Money Fund
   $ 763    $ 754    $ 752
Federal Trust Fund
   $ 3,508    $ 2,958    $ 2,802
FedFund
   $ 68,175    $ 54,521    $ 51,098

Fund/Portfolio
   Rodney D.
Johnson    Robert C.
Robb, Jr.    Frederick
W. Winter
MuniCash
   $ 2,861    $ 2,437    $ 2,319
MuniFund
   $ 908    $ 870    $ 861
New York Money Fund
   $ 737    $ 734    $ 733
TempCash
   $ 1,061    $ 985    $ 975
TempFund
   $ 11,428    $ 9,258    $ 8,717
T-Fund
   $ 44,741    $ 35,771    $ 33,597
Treasury Trust Fund
   $ 20,686    $ 16,666    $ 15,632
BlackRock Series, Inc.

BlackRock International Fund
   $ 1,963    $ 1,711    $ 1,649
Funds For Institutions Series

BlackRock Premier Government Institutional Fund*

BlackRock Select Treasury Strategies Institutional Fund*

BlackRock Treasury Strategies Institutional Fund*

FFI Government Fund
   $ 1,082    $ 1,063    $ 986
FFI Treasury Fund
   $ 1,333    $ 1,250    $ 1,173
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   $ 2,570    $ 2,175    $ 2,098
Master Treasury Strategies Institutional Portfolio
   $ 1,965    $ 1,722    $ 1,645
Master Investment Portfolio

Active Stock Master Portfolio
   $ 1,830    $ 1,605    $ 1,548
International Tilts Master Portfolio
   $ 1,083    $ 1,011    $ 991
Large Cap Index Master Portfolio
   $ 11,716    $ 9,469    $ 8,931
LifePath^® Dynamic Retirement Master Portfolio
   $ 1,034    $ 970    $ 954
LifePath^® Dynamic 2020 Master Portfolio
   $ 1,599    $ 1,421    $ 1,376
LifePath^® Dynamic 2025 Master Portfolio
   $ 849    $ 822    $ 816
LifePath^® Dynamic 2030 Master Portfolio
   $ 1,631    $ 1,446    $ 1,399
LifePath^® Dynamic 2035 Master Portfolio
   $ 833    $ 809    $ 803
LifePath^® Dynamic 2040 Master Portfolio
   $ 1,454    $ 1,304    $ 1,267
LifePath^® Dynamic 2045 Master Portfolio
   $ 791    $ 776    $ 772
LifePath^® Dynamic 2050 Master Portfolio
   $ 964    $ 914    $ 902
LifePath^® Dynamic 2055 Master Portfolio
   $ 755    $ 748    $ 746
LifePath^® Dynamic 2060 Master Portfolio
   $ 288    $ 287    $ 287
LifePath^® Index Retirement Master Portfolio
   $ 2,815    $ 2,389    $ 2,284
LifePath^® Index 2020 Master Portfolio
   $ 5,002    $ 4,131    $ 3,918
LifePath^® Index 2025 Master Portfolio
   $ 4,696    $ 3,884    $ 3,689
LifePath^® Index 2030 Master Portfolio
   $ 5,916    $ 4,855    $ 4,600
LifePath^® Index 2035 Master Portfolio
   $ 4,027    $ 3,351    $ 3,189
LifePath^® Index 2040 Master Portfolio
   $ 4,484    $ 3,714    $ 3,530
LifePath^® Index 2045 Master Portfolio
   $ 2,776    $ 2,354    $ 2,255
LifePath^® Index 2050 Master Portfolio
   $ 2,615    $ 2,226    $ 2,134

Fund/Portfolio
   Rodney D.
Johnson    Robert C.
Robb, Jr.    Frederick
W. Winter
LifePath^® Index 2055 Master Portfolio
   $ 1,514    $ 1,351    $ 1,312
LifePath^® Index 2060 Master Portfolio
   $ 778    $ 765    $ 763
Money Market Master Portfolio
   $ 41,161    $ 32,940    $ 30,922
S&P 500 Index Master Portfolio
   $ 25,861    $ 20,773    $ 19,496
Total International ex U.S. Index Master Portfolio
   $ 3,021    $ 2,562    $ 2,438
Treasury Money Market Master Portfolio
   $ 6,592    $ 5,397    $ 5,105
U.S. Total Bond Index Master Portfolio
   $ 8,818    $ 7,161    $ 6,767
Master Large Cap Series LLC

Master Advantage Large Cap Core Portfolio
   $ 6,002    $ 4,739    $ 4,662
Master Advantage Large Cap Value Portfolio
   $ 2,335    $ 2,000    $ 1,923
Master Large Cap Focus Growth Portfolio
   $ 2,820    $ 2,361    $ 2,284
Master Money LLC
   $ 24,612    $ 20,009    $ 18,559
Master Treasury LLC
   $ 5,067    $ 4,269    $ 3,962
Quantitative Master Series LLC

Master Small Cap Index Series
   $ 2,603    $ 2,213    $ 2,125
Ready Assets Government Liquidity Fund
   $ 4,654    $ 3,731    $ 3,654
Ready Assets U.S.A. Government Money Fund
   $ 1,095    $ 1,072    $ 996
Ready Assets U.S. Treasury Money Fund
   $ 1,453    $ 1,340    $ 1,263
Retirement Series Trust

Retirement Reserves Money Fund
   $ 2,581    $ 2,183    $ 2,106
Group B Funds

BlackRock Funds IV

BlackRock Alternative Capital Strategies Fund**
   $ 777    $ 765    $ 762
BlackRock Global Long/Short Credit Fund**
   $ 8,647    $ 6,713    $ 6,636
BlackRock Impact Bond Fund**
   $ 1,053    $ 1,041    $ 965
BlackRock Funds VI

BlackRock CoreAlpha Bond Fund*

Master Investment Portfolio II

CoreAlpha Bond Master Portfolio**
   $ 2,153    $ 1,864    $ 1,789
Total Compensation from the BlackRock Fund Complexes²
   $ 470,000    $ 390,000    $ 370,000

~~The Fund is a Feeder Fund and paid no compensation.~~

~~Information shown is that of the corresponding Predecessor Portfolio.~~

Retired board members David O. Beim and Dr. Matina S. Horner received aggregate compensation of $21,324 and $37,881, respectively, during the most recent fiscal year, from the Funds with fiscal years ending 10/31 (and, for Dr. Horner, 1/31, 3/31 and 12/31), for services provided as board members of such Funds. Mr. Beim and Dr. Horner retired as board members of the Funds in the Equity-Liquidity Complex effective December 31, 2016.

~~The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End~~ ~~Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Existing Board Member for the calendar year ended December 31, 2017.~~

~~Appendix 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 Funds^SM

BlackRock Emerging Markets Equity Strategies Fund—Institutional Shares*
   Mark Stalnecker    67,779.53    11.56 % 5.57 %

~~As of August 1, 2018, no other Existing Board Members, Board Nominees or executive officers owned any shares of BlackRock Emerging Markets Equity Strategies Fund.~~

~~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)~~


~~Name of Board II~~ ~~Nominee~~	~~Fund Name~~	~~Aggregate Dollar~~ ~~Range of Shares~~ in ~~Each~~ ~~Fund/Portfolio~~	~~Aggregate Dollar~~ ~~Range of Equity~~ ~~Securities in all~~ ~~Funds Overseen or~~ ~~to be Overseen by~~ ~~the Group A Funds~~ ~~Board Nominee~~ ~~in the BlackRock~~ ~~Fund Complexes~~
~~Interested Board II Nominees:~~

~~Robert Fairbairn~~	~~None~~	~~None~~		~~Over $100,000~~

~~John M. Perlowski~~	~~BlackRock Funds: BlackRock High Equity Income Fund~~	~~$10,001-$50,000~~		~~Over $100,000~~

	~~BlackRock Liquidity Funds: MuniCash~~	~~$1-$10,000~~			Directors/Trustees,

~~Independent Board II Nominees:~~

~~Bruce R. Bond~~	~~None~~	~~None~~		~~Over $100,000~~

~~Susan J. Carter~~	~~BlackRock Funds: BlackRock Commodity Strategies Fund~~	~~$50,001-$100,000~~		~~Over $100,000~~

	~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~	~~Over $100,000~~

	~~BlackRock Funds: BlackRock Impact U.S. Equity Fund~~	~~$50,001-$100,000~~

Janey Ahn

~~Name of Board II~~
~~Nominee~~
~~Fund Name~~
~~Aggregate Dollar~~
~~Range of Shares~~
in
~~Each~~
~~Fund/Portfolio~~ ~~Aggregate Dollar~~
~~Range of Equity~~
~~Securities in all~~
~~Funds Overseen or~~
~~to be Overseen by~~
~~the Group A Funds~~
~~Board Nominee~~
~~in the BlackRock~~
~~Fund Complexes~~
~~BlackRock Funds: iShares Developed Real Estate Index Fund~~ ~~Over $100,000~~
~~BlackRock Funds: iShares MSCI Developed World Index Fund~~ ~~Over $100,000~~
~~BlackRock Funds: iShares Total U.S. Stock Market Index Fund~~ ~~Over $100,000~~
~~BlackRock Funds III: BlackRock LifePath~~^® ~~Index 2040 Fund~~ ~~Over $100,000~~
~~BlackRock Funds III: iShares S&P 500 Index Fund~~ ~~Over $100,000~~
~~BlackRock Funds IV: BlackRock Impact Bond Fund~~¹ ~~$50,001-$100,000~~
~~BlackRock Large Cap Series Funds, Inc.:~~
~~BlackRock Event Driven Equity Fund~~
~~$50,001-$100,000~~
~~Collette Chilton~~
~~BlackRock Funds III: iShares S&P 500 Index Fund~~ ~~Over $100,000~~ ~~Over $100,000~~
~~BlackRock Index Funds, Inc.: iShares MSCI EAFE International Index Fund~~ ~~$10,001-$50,000~~
~~BlackRock Index Funds, Inc.: iShares Russell 2000Small-Cap~~ ~~Index Fund~~ ~~$50,001-$100,000~~
~~Neil A. Cotty~~
~~BIF Money Fund~~ ~~Over $100,000~~ ~~Over $100,000~~
~~BlackRock Liquidity Funds: MuniCash~~ ~~Over $100,000~~
~~BlackRock Large Cap Series Funds, Inc.: BlackRock Advantage Large Cap Core Fund~~ ~~Over $100,000~~
~~BlackRock Large Cap Series Funds, Inc.: BlackRock Large Cap Focus Growth Fund~~ ~~Over $100,000~~
~~Lena G. Goldberg~~
~~None~~ ~~None~~ ~~Over $100,000~~
~~Robert M. Hernandez~~
~~None~~ ~~None~~ ~~Over $100,000~~
~~Henry R. Keizer~~
~~BlackRock Funds: BlackRock Advantage Large Cap Growth Fund~~ ~~$1-$10,000~~ ~~Over $100,000~~
~~BlackRock Large Cap Series Funds, Inc.: BlackRock Advantage Large Cap Value Fund~~ ~~$1-$10,000~~
~~Cynthia A. Montgomery~~
~~BlackRock Funds: iShares MSCI Asia ex Japan Index Fund~~ ~~Over $100,000~~ ~~Over $100,000~~
~~BlackRock Funds: iShares Total U.S. Stock Market Index Fund~~ ~~Over $100,000~~
~~BlackRock Index Funds, Inc.: iShares MSCI EAFE International Index Fund~~ ~~Over $100,000~~
~~BlackRock Index Funds, Inc.: iShares Russell 2000Small-Cap~~ ~~Index Fund~~ ~~Over $100,000~~

~~Information shown is that of the corresponding Predecessor Portfolio.~~

~~Name of Board II~~
~~Nominee~~
~~Fund Name~~
~~Aggregate Dollar~~
~~Range of Shares~~
in
~~Each~~
~~Fund/Portfolio~~ ~~Aggregate Dollar~~
~~Range of Equity~~
~~Securities in all~~
~~Funds Overseen or~~
~~to be Overseen by~~
~~the Group A Funds~~
~~Board Nominee~~
~~in the BlackRock~~
~~Fund Complexes~~
~~Donald C. Opatrny~~
~~None~~ ~~None~~ ~~Over $100,000~~
~~Joseph P. Platt~~
~~BlackRock Funds: BlackRock Advantage Emerging Markets Fund~~ ~~$10,001-$50,000~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock Commodity Strategies Fund~~ ~~$10,001-$50,000~~
~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~ ~~$50,001-$100,000~~
~~BlackRock Funds: BlackRock Real Estate Securities Fund~~ ~~Over $100,000~~
~~BlackRock Funds III: iShares Russell 1000Large-Cap~~ ~~Index Fund~~ ~~Over $100,000~~
~~BlackRock Funds IV: BlackRock Global Long/Short Credit Fund~~¹ ~~Over $100,000~~
~~Mark Stalnecker~~
~~BlackRock Funds: BlackRock Emerging Markets Equity Strategies Fund~~ ~~Over $100,000~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock Total Factor Fund~~ ~~Over $100,000~~
~~Kenneth L. Urish~~
~~BlackRock Funds: BlackRock Advantage Emerging Markets Fund~~ ~~$1-$10,000~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock Advantage International Fund~~ ~~$10,001-$50,000~~
~~BlackRock Funds: BlackRock Commodity Strategies Fund~~ ~~$1-$10,000~~
~~BlackRock Funds: BlackRock Global Long/Short Equity Fund~~ ~~$10,001-$50,000~~
~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~ ~~$10,001-$50,000~~
~~BlackRock Funds: BlackRock High Equity Income Fund~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock International Dividend Fund~~ ~~$1-$10,000~~
~~BlackRock Funds: BlackRock Money Market Portfolio~~ ~~Over $100,000~~
~~BlackRock Funds IV: BlackRock Global Long/Short Credit Fund~~¹ ~~$1-$10,000~~
~~Claire A. Walton~~
~~BlackRock Funds: BlackRock Advantage Small Cap Growth Fund~~ ~~Over $100,000~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock Commodity Strategies Fund~~ ~~Over $100,000~~
~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~ ~~Over $100,000~~

~~Board I Nominees (Group B Funds)~~


~~Name of Board I~~ ~~Nominee~~	~~Fund Name~~	~~Aggregate Dollar~~ ~~Range of Shares~~ in ~~Each~~ ~~Fund/Portfolio~~	~~Aggregate Dollar~~ ~~Range of Equity~~ ~~Securities in all~~ ~~Funds Overseen or~~ ~~to be Overseen by~~ ~~the Group B Funds~~ ~~Board Nominee~~ ~~in the BlackRock~~ ~~Fund Complexes~~
~~Interested Board I Nominees:~~

~~Robert Fairbairn~~	~~None~~	~~None~~	~~Over $100,000~~

~~John M. Perlowski~~	~~BlackRock Funds: BlackRock High Equity Income Fund~~	~~$10,001-$50,000~~	~~Over $100,000~~

	~~BlackRock Liquidity Funds: MuniCash~~	~~$1-$10,000~~

~~Independent Board I Nominees:~~

~~Michael J. Castellano~~	~~None~~	~~None~~	~~Over $100,000~~

~~Richard E. Cavanagh~~	~~None~~	~~None~~	~~Over $100,000~~

~~Cynthia L. Egan~~	~~None~~	~~None~~	~~Over $100,000~~

~~Frank J. Fabozzi~~	~~None~~	~~None~~	~~Over $100,000~~

~~Henry Gabbay~~	~~None~~	~~None~~	~~Over $100,000~~

~~R. Glenn Hubbard~~	~~None~~	~~None~~	~~Over $100,000~~

~~W. Carl Kester~~	~~None~~	~~None~~	~~Over $100,000~~

~~Catherine A. Lynch~~	~~None~~	~~None~~	~~Over $100,000~~

~~Karen P. Robards~~	~~None~~	~~None~~	~~Over $100,000~~

~~Existing Board Members Not SeekingRe-election~~


~~Name of Existing Board Member~~	~~Fund Name~~	~~Aggregate Dollar~~ ~~Range of Shares~~ in ~~Each~~ ~~Fund/Portfolio~~	~~Aggregate Dollar~~ ~~Range of Equity~~ ~~Securities in all~~ ~~Funds Overseen by~~ ~~Existing Board~~ ~~Members~~ ~~in the BlackRock~~ ~~Fund Complexes~~
~~Independent Board Members:~~

~~Rodney D. Johnson~~	~~BlackRock Funds: BlackRock Advantage International Fund~~	~~$50,001-$100,000~~	~~Over $100,000~~

	~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~	~~Over $100,000~~

	~~BlackRock Funds: BlackRock High Equity Income Fund~~	~~$50,001-$100,000~~

	~~BlackRock Funds: BlackRockMid-Cap~~ ~~Growth Equity Portfolio~~	~~Over $100,000~~

	~~BlackRock Funds: iShares Edge MSCI USA Value Factor Index Fund~~	~~Over $100,000~~

	~~BlackRock Large Cap Series Funds, Inc.: BlackRock Large Cap Focus Growth Fund~~	~~$50,001-$100,000~~

~~Robert C. Robb, Jr.~~	~~BlackRock Liquidity Funds: FedFund~~	~~Over $100,000~~	~~Over $100,000~~

~~Frederick W. Winter~~	~~BlackRock Funds: BlackRock Emerging Markets Dividend Fund~~	~~$10,001-$50,000~~	~~Over $100,000~~

	~~BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio~~	~~Over $100,000~~

	~~BlackRock Funds: BlackRock High Equity Income Fund~~	~~$10,001-$50,000~~

	~~BlackRock Funds: BlackRock Technology Opportunities Fund~~	~~$10,001-$50,000~~

	~~BlackRock Funds: iShares Edge MSCI USA Quality Factor Index Fund~~	~~$10,001-$50,000~~

	~~BlackRock Funds: iShares Edge MSCI USA Quality Factor Index Fund~~	~~$10,001-$50,000~~

	~~BlackRock Funds IV: BlackRock Global Long/Short Credit Fund~~¹	~~$10,001-$50,000~~

~~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~~


~~Fund Name~~	~~Fiscal~~ ~~Year End~~		~~Number of~~ ~~Board Meetings~~
~~BBIF Money Fund~~		~~3/31~~		5
~~BBIF Treasury Fund~~		~~3/31~~		5
~~BIF Money Fund~~		~~3/31~~		5
~~BIF Treasury Fund~~		~~3/31~~		5
~~BlackRock Asian Dragon Fund, Inc.~~		~~12/31~~		10
~~BlackRock Emerging Markets Fund, Inc.~~		~~10/31~~		9
~~BlackRock Financial Institutions Series Trust~~
~~BlackRock Summit Cash Reserves Fund~~		~~4/30~~		6
~~BlackRock Funds~~^SM
~~BlackRock Advantage Emerging Markets Fund~~		~~7/31~~		7
~~BlackRock Advantage International Fund~~		~~9/30~~		7
~~BlackRock Advantage Large Cap Growth Fund~~		~~9/30~~		7
~~BlackRock Advantage Small Cap Core Fund~~		~~5/31~~		7
~~BlackRock Advantage Small Cap Growth Fund~~		~~9/30~~		7
~~BlackRockAll-Cap~~ ~~Energy & Resources Portfolio~~		~~9/30~~		7
~~BlackRock Commodity Strategies Fund~~		~~7/31~~		7
~~BlackRock Emerging Markets Dividend Fund~~		~~9/30~~		7
~~BlackRock Emerging Markets Equity Strategies Fund~~		~~12/31~~		9
~~BlackRock Energy & Resources Portfolio~~		~~9/30~~		7
~~BlackRock Exchange Portfolio~~		~~12/31~~		7
~~BlackRock Global Long/Short Equity Fund~~		~~7/31~~		7
~~BlackRock Health Sciences Opportunities Portfolio~~		~~9/30~~		7
~~BlackRock High Equity Income Fund~~		~~9/30~~		7
~~BlackRock Impact U.S. Equity Fund~~		~~5/31~~		7
~~BlackRock International Dividend Fund~~		~~9/30~~		7
~~BlackRockMid-Cap~~ ~~Growth Equity Portfolio~~		~~9/30~~		7
~~BlackRock Money Market Portfolio~~		~~3/31~~		5
~~BlackRock Real Estate Securities Fund~~		~~1/31~~		7
~~BlackRock Short Obligations Fund~~		~~7/31~~		7
~~BlackRock Tactical Opportunities Fund~~		~~9/30~~		7
~~BlackRock Technology Opportunities Fund~~		~~9/30~~		7
~~BlackRock Total Emerging Markets Fund~~		~~10/31~~		9
~~BlackRock Total Factor Fund~~		~~7/31~~		7
~~iShares Developed Real Estate Index Fund~~		~~1/31~~		8
~~iShares Edge MSCI Min Vol EAFE Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI Min Vol USA Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI Multifactor Intl Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI Multifactor USA Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI USA Momentum Factor Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI USA Quality Factor Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI USA Size Factor Index Fund~~		~~7/31~~		7
~~iShares Edge MSCI USA Value Factor Index Fund~~		~~7/31~~		7

~~Fund Name~~
~~Fiscal~~
~~Year End~~ ~~Number of~~
~~Board Meetings~~
~~iShares MSCI Asia ex Japan Index Fund~~
~~7/31~~ 7
~~iShares MSCI Developed World Index Fund~~
~~7/31~~ 7
~~iShares RussellMid-Cap~~ ~~Index Fund~~
~~7/31~~ 7
~~iShares RussellSmall/Mid-Cap~~ ~~Index Fund~~
~~7/31~~ 7
~~iShares Short-Term TIPS Bond Index Fund~~
~~12/31~~ 8
~~iShares Total U.S. Stock Market Index Fund~~
~~7/31~~ 7
~~BlackRock Funds III~~
~~BlackRock Cash Funds: Institutional~~
~~12/31~~ 6
~~BlackRock Cash Funds: Treasury~~
~~12/31~~ 6
~~BlackRock LifePath~~^® ~~Dynamic Retirement Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2020 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2025 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2030 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2035 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2040 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2045 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2050 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2055 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Dynamic 2060 Fund~~
~~12/31~~ 3
~~BlackRock LifePath~~^® ~~Index Retirement Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2020 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2025 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2030 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2035 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2040 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2045 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2050 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2055 Fund~~
~~12/31~~ 8
~~BlackRock LifePath~~^® ~~Index 2060 Fund~~
~~12/31~~ 8
~~iShares MSCI Total International Index Fund~~
~~12/31~~ 8
~~iShares Russell 1000Large-Cap~~ ~~Index Fund~~
~~12/31~~ 8
~~iShares S&P 500 Index Fund~~
~~12/31~~ 8
~~iShares U.S. Aggregate Bond Index Fund~~
~~12/31~~ 8
~~BlackRock Index Funds, Inc.~~
~~iShares MSCI EAFE International Index Fund~~
~~12/31~~ 8
~~iShares Russell 2000Small-Cap~~ ~~Index Fund~~
~~12/31~~ 8
~~BlackRock Large Cap Series Funds, Inc.~~
~~BlackRock Advantage Large Cap Core Fund~~
~~9/30~~ 7
~~BlackRock Advantage Large Cap Value Fund~~
~~9/30~~ 7
~~BlackRock Event Driven Equity Fund~~
~~9/30~~ 7
~~BlackRock Large Cap Focus Growth Fund~~
~~6/30~~ 6
~~BlackRock Latin America Fund, Inc.~~
~~10/31~~ 8
~~BlackRock Liquidity Funds~~
~~California Money Fund~~
~~10/31~~ 7
~~Federal Trust Fund~~
~~10/31~~ 7
~~FedFund~~
~~10/31~~ 7
~~MuniCash~~
~~10/31~~ 7
~~MuniFund~~
~~10/31~~ 7
~~New York Money Fund~~
~~10/31~~ 7
~~TempCash~~
~~10/31~~ 7

~~Fund Name~~
~~Fiscal~~
~~Year End~~ ~~Number of~~
~~Board Meetings~~
~~TempFund~~
~~10/31~~ 7
~~T-Fund~~
~~10/31~~ 7
~~Treasury Trust Fund~~
~~10/31~~ 7
~~BlackRock Series, Inc.~~
~~BlackRock International Fund~~
~~10/31~~ 7
~~Funds For Institutions Series~~
~~BlackRock Premier Government Institutional Fund~~
~~4/30~~ 6
~~BlackRock Select Treasury Strategies Institutional Fund~~
~~4/30~~ 6
~~BlackRock Treasury Strategies Institutional Fund~~
~~4/30~~ 6
~~FFI Government Fund~~
~~4/30~~ 6
~~FFI Treasury Fund~~
~~4/30~~ 6
~~Master Institutional Money Market LLC~~
~~Master Premier Government Institutional Portfolio~~
~~4/30~~ 6
~~Master Treasury Strategies Institutional Portfolio~~
~~4/30~~ 6
~~Master Investment Portfolio~~
~~Active Stock Master Portfolio~~
~~12/31~~ 7
~~International Tilts Master Portfolio~~
~~12/31~~ 7
~~Large Cap Index Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic Retirement Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2020 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2025 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2030 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2035 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2040 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2045 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2050 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2055 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Dynamic 2060 Master Portfolio~~
~~12/31~~ 3
~~LifePath~~^® ~~Index Retirement Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2020 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2025 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2030 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2035 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2040 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2045 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2050 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2055 Master Portfolio~~
~~12/31~~ 8
~~LifePath~~^® ~~Index 2060 Master Portfolio~~
~~12/31~~ 8
~~Money Market Master Portfolio~~
~~12/31~~ 6
~~S&P 500 Index Master Portfolio~~
~~12/31~~ 8
~~Total International ex U.S. Index Master Portfolio~~
~~12/31~~ 8
~~Treasury Money Market Master Portfolio~~
~~12/31~~ 6
~~U.S. Total Bond Index Master Portfolio~~
~~12/31~~ 8
~~Master Large Cap Series LLC~~
~~Master Advantage Large Cap Core Portfolio~~
~~9/30~~ 7
~~Master Advantage Large Cap Value Portfolio~~
~~9/30~~ 7
~~Master Large Cap Focus Growth Portfolio~~
~~6/30~~ 6
~~Master Money LLC~~
~~3/31~~ 5
~~Master Treasury LLC~~
~~3/31~~ 5

~~Fund Name~~
~~Fiscal~~
~~Year End~~ ~~Number of~~
~~Board Meetings~~
~~Quantitative Master Series LLC~~
~~Master Small Cap Index Series~~
~~12/31~~ 8
~~Ready Assets Government Liquidity Fund~~
~~4/30~~ 6
~~Ready Assets U.S.A. Government Money Fund~~
~~4/30~~ 6
~~Ready Assets U.S. Treasury Money Fund~~
~~4/30~~ 6
~~Retirement Series Trust~~
~~Retirement Reserves Money Fund~~
~~4/30~~ 6

~~Group B Funds~~


~~Fund Name~~	~~Fiscal~~ ~~Year End~~		~~Number of~~ ~~Board Meetings~~
~~BlackRock Funds IV~~
BlackRock Alternative Capital Strategies Fund*		~~12/31~~		7
BlackRock Global Long/Short Credit Fund*		~~7/31~~		7
BlackRock Impact Bond Fund*		~~5/31~~		7
~~BlackRock Funds VI~~
BlackRock CoreAlpha Bond Fund*		~~12/31~~		8
~~Master Investment Portfolio II~~
CoreAlpha Bond Master Portfolio*		~~12/31~~		8

~~Information shown is that of the corresponding Predecessor Portfolio.~~

~~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~~


~~Name and~~ ~~Year of Birth~~^{1, 2}	~~Position(s) Held~~ ~~(Length of~~ ~~Service)~~³	~~Principal Occupation(s)~~ ~~During Past Five Years~~
~~Thomas Callahan~~⁴ ~~1968~~	~~Vice President~~ ~~(Since 2016)~~	~~Managing Director of BlackRock, Inc. since 2013; Head of BlackRock’s Global Cash Management Business since 2016;Co-Head~~ of the Global Cash Management Business from 2014 to 2016; Deputy Head of the Global Cash Management Business from 2013 to 2014; Member of the Cash Management Group Executive Committee since 2013; Chief Executive Officer of NYSE Liffe U.S. from 2008 to 2013.

~~Jennifer McGovern~~ ~~1977~~	~~Vice President~~ ~~(Since 2014)~~	~~Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013.~~

~~Neal J. Andrews~~ ~~1966~~	~~Chief Financial Officer~~ ~~(Since 2007)~~	~~Managing Director of BlackRock, Inc. since 2006.~~

~~Jay M. Fife~~ ~~1970~~	~~Treasurer~~ ~~(Since 2007)~~	~~Managing Director of BlackRock, Inc. since 2007.~~

~~Charles Park~~ ~~1967~~	~~Chief Compliance Officer~~ ~~(Since 2014)~~	~~Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and theClosed-End~~ ~~Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and theClosed-End~~ ~~Complex since 2014; Principal of and Chief Compliance Officer for iShares~~^® ~~Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for theBFA-advised~~ ~~iShares~~^® ~~exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.~~

~~John MacKessy~~ ~~1972~~	~~Anti-Money Laundering Compliance Officer~~ ~~(Since 2018)~~	Director of BlackRock, Inc. since 2017; Global Head of Anti-Money Laundering at BlackRock, Inc. since 2017; Director of AML Monitoring and Investigations Group of Citibank from 2015 to 2017; Global Anti-Money Laundering and Economic Sanctions Officer for MasterCard from 2011 to 2015.

~~Benjamin Archibald~~ ~~1975~~	~~Secretary~~ ~~(Since 2012)~~	~~Managing Director of BlackRock, Inc. since 2014; Director of BlackRock, Inc. from 2010 to 2013;~~ Secretary of the ~~iShares~~^® ~~exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012.~~

Information regarding John Perlowski, who is a Board Member and an officer of each Fund, is set forth in the Proxy Statement under “Proposals 1(a), 1(b), 2(a) and 2(b) - Election of Board Members – Board Members’/Nominees’ Biographical Information”.

¹
~~The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.~~
²
~~Officers of each Fund serve at the pleasure of the Fund’s Board.~~
³
~~Date shown is the earliest date since which a person has served for a Fund covered by this Proxy Statement.~~
⁴
~~Mr. Callahan serves as Vice President only to BBIF Money Fund, BBIF Treasury Fund, BIF Money Fund, BIF Treasury Fund, BlackRock Financial Institutions Series Trust, BlackRock~~ Funds^SM, BlackRock Funds III, BlackRock Liquidity Funds, Funds for Institutions Series, Master Institutional Money Market LLC, Master Investment Portfolio, Master Money LLC, Master Treasury LLC, Ready Assets Government Liquidity Fund, Ready Assets U.S.A. Government Money Fund, Ready Assets U.S. Treasury Money Fund and Retirement Series Trust.

~~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    —    —

         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 Health Sciences Opportunities Portfolio
   D&T    9/30    39,882    41,149    —    —
BlackRock High Equity Income Fund
   D&T    9/30    23,358    24,599    —    —
BlackRock Impact U.S. Equity Fund
   D&T    5/31    36,924    36,877    —    —
BlackRock International Dividend Fund
   D&T    9/30    26,520    26,537    —    —
BlackRockMid-Cap Growth Equity Portfolio
   D&T    9/30    19,992    21,259    —    2,000
BlackRock Money Market Portfolio
   D&T    3/31    26,520    20,145    —    2,000
BlackRock Real Estate Securities Fund
   D&T    1/31    21,828    21,858    —    —
BlackRock Short Obligations Fund
   PwC    7/31    22,100    22,123    4,000    —
BlackRock Tactical Opportunities Fund
   D&T    9/30    64,464    65,688    —    4,000
BlackRock Technology Opportunities Fund
   D&T    9/30    36,720    36,737    —    —
BlackRock Total Emerging Markets Fund
   D&T    10/31    76,053    66,122    —    —
BlackRock Total Factor Fund
   PwC    7/31    40,000    27,000    —    4,000
iShares Developed Real Estate Index Fund
   D&T    1/31    26,520    26,000    —    —
iShares Edge MSCI Min Vol EAFE Index Fund
   PwC    7/31    22,000    21,800    —    —
iShares Edge MSCI Min Vol USA Index Fund
   PwC    7/31    22,000    21,800    —    —
iShares Edge MSCI Multifactor Intl Index Fund
   PwC    7/31    22,000    21,800    —    —
iShares Edge MSCI Multifactor USA Index Fund
   PwC    7/31    22,000    21,800    —    —
iShares Edge MSCI USA Momentum Factor Index Fund
   PwC    7/31    22,000    22,000    —    —
iShares Edge MSCI USA Quality Factor Index Fund
   PwC    7/31    22,000    22,000    —    —
iShares Edge MSCI USA Size Factor Index Fund
   PwC    7/31    22,000    22,000    —    —
iShares Edge MSCI USA Value Factor Index Fund
   PwC    7/31    22,000    22,000    —    —
iShares MSCI Asia ex Japan Index Fund
   PwC    7/31    22,000    22,140    —    5,000
iShares MSCI Developed World Index Fund
   PwC    7/31    22,000    22,140    —    —
iShares RussellMid-Cap Index Fund
   PwC    7/31    22,000    22,140    —    —

         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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
iShares RussellSmall/Mid-Cap Index Fund
   PwC    7/31    22,000    21,800    —    —
iShares Short-Term TIPS Bond Index Fund
   D&T    12/31    20,849    18,216    —    —
iShares Total U.S. Stock Market Index Fund
   PwC    7/31    22,000    21,800    —    —
BlackRock Funds III

BlackRock Cash Funds: Institutional
   PwC    12/31    11,023    11,148    —    —
BlackRock Cash Funds: Treasury
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Dynamic Retirement Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2020 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2025 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2030 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2035 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2040 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2045 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2050 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2055 Fund
   PwC    12/31    11,023    11,148    1,222    —
BlackRock LifePath^® Dynamic 2060 Fund ⁽¹⁾
   PwC    12/31    9,921    —    —    —
BlackRock LifePath^® Index Retirement Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2020 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2025 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2030 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2035 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2040 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2045 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2050 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2055 Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock LifePath^® Index 2060 Fund
   PwC    12/31    11,023    9,865    —    —
iShares MSCI Total International Index Fund
   PwC    12/31    11,023    11,148    —    —

         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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
iShares Russell 1000Large-Cap Index Fund
   PwC    12/31    11,023    11,148    —    —
iShares S&P 500 Index Fund
   PwC    12/31    11,023    11,148    —    —
iShares U.S. Aggregate Bond Index Fund
   PwC    12/31    11,023    11,148    —    —
BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund
   D&T    12/31    32,440    33,660    6,000    —
iShares Russell 2000Small-Cap Index Fund
   D&T    12/31    8,339    7,689    —    —
BlackRock Large Cap Series Funds, Inc.

BlackRock Advantage Large Cap Core Fund
   D&T    9/30    8,160    8,160    —    —
BlackRock Advantage Large Cap Value Fund
   D&T    9/30    8,160    8,160    —    —
BlackRock Event Driven Equity Fund
   D&T    9/30    29,376    29,325    —    —
BlackRock Large Cap Focus Growth Fund
   D&T    6/30    8,160    8,160    —    —
BlackRock Latin America Fund, Inc.
   D&T    10/31    37,273    38,493    —    —
BlackRock Liquidity Funds

California Money Fund
   D&T    10/31    27,680    22,606    1,000    —
Federal Trust Fund
   D&T    10/31    27,680    27,030    1,000    —
FedFund
   D&T    10/31    31,250    30,600    5,500    4,500
MuniCash
   D&T    10/31    26,864    26,214    1,000    —
MuniFund
   D&T    10/31    25,500    24,850    1,000    —
New York Money Fund
   D&T    10/31    27,680    22,606    1,000    —
TempCash
   D&T    10/31    25,857    25,207    1,000    —
TempFund
   D&T    10/31    33,290    32,640    1,000    4,500
T-Fund
   D&T    10/31    31,250    30,600    1,000    —
Treasury Trust Fund
   D&T    10/31    25,500    24,850    1,000    —
BlackRock Series, Inc.

BlackRock International Fund
   PwC    10/31    29,000    7,510    —    —
Funds For Institutions Series

BlackRock Premier Government Institutional Fund
   D&T    4/30    8,160    9,218    —    4,000

         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 Select Treasury Strategies Institutional Fund
   D&T    4/30    8,160    9,830    —    4,000
BlackRock Treasury Strategies Institutional Fund
   D&T    4/30    8,160    9,218    —    4,000
FFI Government Fund
   D&T    4/30    26,520    32,997    —    4,000
FFI Treasury Fund
   D&T    4/30    24,480    30,702    —    4,000
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   D&T    4/30    26,520    38,199    —    2,000
Master Treasury Strategies Institutional Portfolio
   D&T    4/30    24,480    38,199    —    2,000
Master Investment Portfolio

Active Stock Master Portfolio
   PwC    12/31    20,791    20,991    —    —
International Tilts Master Portfolio
   PwC    12/31    20,791    20,991    —    —
Large Cap Index Master Portfolio
   PwC    12/31    20,791    20,991    —    —
LifePath^® Dynamic Retirement Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2020 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2025 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2030 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2035 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2040 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2045 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2050 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2055 Master Portfolio
   PwC    12/31    15,257    15,407    1,222    —
LifePath^® Dynamic 2060 Master Portfolio⁽¹⁾
   PwC    12/31    13,731    —    —    —
LifePath^® Index Retirement Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2020 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2025 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2030 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2035 Master Portfolio
   PwC    12/31    12,857    13,007    —    —

         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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
LifePath^® Index 2040 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2045 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2050 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2055 Master Portfolio
   PwC    12/31    12,857    13,007    —    —
LifePath^® Index 2060 Master Portfolio
   PwC    12/31    12,857    11,511    —    —
Money Market Master Portfolio
   PwC    12/31    12,407    12,507    —    —
S&P 500 Index Master Portfolio
   PwC    12/31    20,791    20,991    —    —
Total International ex U.S. Index Master Portfolio
   PwC    12/31    20,791    20,991    —    —
Treasury Money Market Master Portfolio
   PwC    12/31    12,407    12,507    —    —
U.S. Total Bond Index Master Portfolio
   PwC    12/31    24,120    24,370    —    —
Master Large Cap Series LLC

Master Advantage Large Cap Core Portfolio
   D&T    9/30    36,210    36,202    —    —
Master Advantage Large Cap Value Portfolio
   D&T    9/30    33,150    33,142    —    —
Master Large Cap Focus Growth Portfolio
   D&T    6/30    33,150    33,142    —    —
Master Money LLC
   D&T    3/31    26,520    32,997    —    —
Master Treasury LLC
   D&T    3/31    24,480    26,826    —    —
Quantitative Master Series LLC

Master Small Cap Index Series
   D&T    12/31    29,380    30,600    —    —
Ready Assets Government Liquidity Fund
   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
Retirement Reserves Money Fund
   D&T    4/30    26,520    27,897    —    2,000

~~“D&T” refers to Deloitte & Touche LLP and “PwC” refers to PricewaterhouseCoopers LLP.~~

⁽¹⁾

~~For the period May 31, 2017 (Commencement of Operations) to December 31, 2017.~~

~~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    —    —

~~“D&T” refers to Deloitte & Touche LLP and “PwC” refers to PricewaterhouseCoopers LLP.~~

~~Information shown is that of the corresponding Predecessor Portfolio.~~

~~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    —    —

      Tax Fees*    All Other Fees
Fund Name
   Fiscal
Year
End    Most
Recent
Fiscal
Year ($)    Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($)    Most
Recent
Fiscal
Year
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
BlackRock Advantage Large Cap Growth Fund
   9/30    13,100    13,407    —    —
BlackRock Advantage Small Cap Core Fund
   5/31    15,500    13,407    —    —
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⁽¹⁾
   7/31    —    —    —    —
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⁽¹⁾
   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    13,707    —    —
BlackRock Money Market Portfolio
   3/31    9,800    9,792    —    —
BlackRock Real Estate Securities Fund
   1/31    13,100    14,007    —    —
BlackRock Short Obligations Fund⁽¹⁾
   7/31    —    —    —    —
BlackRock Tactical Opportunities Fund
   9/30    13,100    14,307    —    —
BlackRock Technology Opportunities Fund
   9/30    13,100    13,707    —    —
BlackRock Total Emerging Markets Fund
   10/31    20,600    20,000    —    —
BlackRock Total Factor Fund⁽¹⁾
   7/31    —    —    —    —
iShares Developed Real Estate Index Fund
   1/31    14,100    —    —    —
iShares Edge MSCI Min Vol EAFE Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI Min Vol USA Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI Multifactor Intl Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI Multifactor USA Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI USA Momentum Factor Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI USA Quality Factor Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Edge MSCI USA Size Factor Index Fund⁽¹⁾
   7/31    —    —    —    —

      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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
iShares Edge MSCI USA Value Factor Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares MSCI Asia ex Japan Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares MSCI Developed World Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares RussellMid-Cap Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares RussellSmall/Mid-Cap Index Fund⁽¹⁾
   7/31    —    —    —    —
iShares Short-Term TIPS Bond Index Fund
   12/31    15,440    15,402    —    —
iShares Total U.S. Stock Market Index Fund⁽¹⁾
   7/31    —    —    —    —
BlackRock Funds III

BlackRock Cash Funds: Institutional
   12/31    2,925    2,425    —    —
BlackRock Cash Funds: Treasury
   12/31    2,925    2,425    —    —
BlackRock LifePath^® Dynamic Retirement Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2020 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2025 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2030 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2035 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2040 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2045 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2050 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2055 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Dynamic 2060 Fund⁽²⁾
   12/31    8,066    —    —    —
BlackRock LifePath^® Index Retirement Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2020 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2025 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2030 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2035 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2040 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2045 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2050 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2055 Fund
   12/31    8,066    7,566    —    —
BlackRock LifePath^® Index 2060 Fund
   12/31    8,066    7,566    —    —
iShares MSCI Total International Index Fund
   12/31    8,066    7,566    —    —

      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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
iShares Russell 1000Large-Cap Index Fund
   12/31    8,066    7,566    —    —
iShares S&P 500 Index Fund
   12/31    8,066    7,566    —    —
iShares U.S. Aggregate Bond Index Fund
   12/31    8,066    7,566    —    —
BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund
   12/31    14,765    9,582    —    —
iShares Russell 2000Small-Cap Index Fund
   12/31    12,062    11,424    —    —
BlackRock Large Cap Series Funds, Inc.

BlackRock Advantage Large Cap Core Fund
   9/30    13,100    14,007    —    —
BlackRock Advantage Large Cap Value Fund
   9/30    13,100    14,007    —    —
BlackRock Event Driven Equity Fund
   9/30    13,100    13,107    —    —
BlackRock Large Cap Focus Growth Fund
   6/30    13,100    14,007    —    —
BlackRock Latin America Fund, Inc.
   10/31    15,027    14,127    —    —
BlackRock Liquidity Funds

California Money Fund
   10/31    10,812    10,812    —    —
Federal Trust Fund
   10/31    9,792    9,792    —    —
FedFund
   10/31    9,792    9,792    —    —
MuniCash
   10/31    10,812    10,812    —    —
MuniFund
   10/31    10,812    10,812    —    —
New York Money Fund
   10/31    10,812    10,812    —    —
TempCash
   10/31    9,792    9,792    —    —
TempFund
   10/31    9,792    9,792    —    —
T-Fund
   10/31    9,792    9,792    —    —
Treasury Trust Fund
   10/31    9,792    9,792    —    —
BlackRock Series, Inc.

BlackRock International Fund⁽¹⁾
   10/31    —    —    —    —
Funds For Institutions Series

BlackRock Premier Government Institutional Fund
   4/30    9,800    9,792    —    —
BlackRock Select Treasury Strategies Institutional Fund
   4/30    9,800    9,792    —    —
BlackRock Treasury Strategies Institutional Fund
   4/30    9,800    9,792    —    —
FFI Government Fund
   4/30    9,800    9,792    —    —

      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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
FFI Treasury Fund
   4/30    9,800    9,792    —    —
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   4/30    13,300    13,260    —    —
Master Treasury Strategies Institutional Portfolio
   4/30    13,300    13,260    —    —
Master Investment Portfolio
            —    —
Active Stock Master Portfolio
   12/31    20,661    20,161    —    —
International Tilts Master Portfolio
   12/31    15,626    18,460    —    —
Large Cap Index Master Portfolio
   12/31    15,626    15,126    —    —
LifePath^® Dynamic Retirement Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2020 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2025 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2030 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2035 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2040 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2045 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2050 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2055 Master Portfolio
   12/31    15,619    13,119    —    —
LifePath^® Dynamic 2060 Master Portfolio⁽²⁾
   12/31    15,619    —    —    —
LifePath^® Index Retirement Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2020 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2025 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2030 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2035 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2040 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2045 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2050 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2055 Master Portfolio
   12/31    13,619    13,119    —    —
LifePath^® Index 2060 Master Portfolio
   12/31    13,619    13,119    —    —
Money Market Master Portfolio
   12/31    —    3,633    —    —
S&P 500 Index Master Portfolio
   12/31    15,626    15,126    —    —
Total International ex U.S. Index Master Portfolio
   12/31    15,626    18,459    —    —

      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
($)    Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($)
Treasury Money Market Master Portfolio
   12/31    7,133    3,633    —    —
U.S. Total Bond Index Master Portfolio
   12/31    15,626    15,126    —    —
Master Large Cap Series LLC

Master Advantage Large Cap Core Portfolio
   9/30    13,500    13,815    —    —
Master Advantage Large Cap Value Portfolio
   9/30    13,500    13,515    —    —
Master Large Cap Focus Growth Portfolio
   6/30    13,500    13,515    —    —
Master Money LLC
   3/31    13,300    13,260    —    —
Master Treasury LLC
   3/31    13,300    13,260    —    —
Quantitative Master Series LLC

Master Small Cap Index Series
   12/31    17,379    17,640    —    —
Ready Assets Government Liquidity Fund
   4/30    9,800    9,792    —    —
Ready Assets U.S.A. Government Money Fund
   4/30    9,800    9,792    —    —
Ready Assets U.S. Treasury Money Fund
   4/30    9,800    9,792    —    —
Retirement Series Trust

Retirement Reserves Money Fund
   4/30    9,800    9,792    —    —

~~All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation.~~

⁽¹⁾

~~Tax services are not provided by the fund’s Independent Registered Public Accounting Firm.~~

⁽²⁾

~~For the period May 31, 2017 (Commencement of Operations) to December 31, 2017.~~

~~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    —    —

~~All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation.~~

~~Information shown is that of the corresponding Predecessor Portfolio.~~

⁽¹⁾

~~Tax services are not provided by the fund’s Independent Registered Public Accounting Firm.~~

~~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

      Aggregate Non-Audit Fees
Fund Name
   Fiscal Year
End    Most Recent
Fiscal Year ($)    Fiscal Year
Prior to Most
Recent Fiscal
Year End ($)
BlackRock Technology Opportunities Fund
   9/30    13,100    13,707
BlackRock Total Emerging Markets Fund
   10/31    20,600    20,000
BlackRock Total Factor Fund
   7/31    —    4,000
iShares Developed Real Estate Index Fund
   1/31    14,100    —
iShares Edge MSCI Min Vol EAFE Index Fund
   7/31    —    —
iShares Edge MSCI Min Vol USA Index Fund
   7/31    —    —
iShares Edge MSCI Multifactor Intl Index Fund
   7/31    —    —
iShares Edge MSCI Multifactor USA Index Fund
   7/31    —    —
iShares Edge MSCI USA Momentum Factor Index Fund
   7/31    —    —
iShares Edge MSCI USA Quality Factor Index Fund
   7/31    —    —
iShares Edge MSCI USA Size Factor Index Fund
   7/31    —    —
iShares Edge MSCI USA Value Factor Index Fund
   7/31    —    —
iShares MSCI Asia ex Japan Index Fund
   7/31    —    5,000
iShares MSCI Developed World Index Fund
   7/31    —    —
iShares RussellMid-Cap Index Fund
   7/31    —    —
iShares RussellSmall/Mid-Cap Index Fund
   7/31    —    —
iShares Short-Term TIPS Bond Index Fund
   12/31    15,440    15,402
iShares Total U.S. Stock Market Index Fund
   7/31    —    —
BlackRock Funds III

BlackRock Cash Funds: Institutional
   12/31    2,925    2,425
BlackRock Cash Funds: Treasury
   12/31    2,925    2,425
BlackRock LifePath^® Dynamic Retirement Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2020 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2025 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2030 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2035 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2040 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2045 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2050 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2055 Fund
   12/31    9,288    7,566
BlackRock LifePath^® Dynamic 2060 Fund⁽¹⁾
   12/31    8,066    —
BlackRock LifePath^® Index Retirement Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2020 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2025 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2030 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2035 Fund
   12/31    8,066    7,566

      Aggregate Non-Audit Fees
Fund Name
   Fiscal Year
End    Most Recent
Fiscal Year ($)    Fiscal Year
Prior to Most
Recent Fiscal
Year End ($)
BlackRock LifePath^® Index 2040 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2045 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2050 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2055 Fund
   12/31    8,066    7,566
BlackRock LifePath^® Index 2060 Fund
   12/31    8,066    7,566
iShares MSCI Total International Index Fund
   12/31    8,066    7,566
iShares Russell 1000Large-Cap Index Fund
   12/31    8,066    7,566
iShares S&P 500 Index Fund
   12/31    8,066    7,566
iShares U.S. Aggregate Bond Index Fund
   12/31    8,066    7,566
BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund
   12/31    20,765    9,582
iShares Russell 2000Small-Cap Index Fund
   12/31    12,062    11,424
BlackRock Large Cap Series Funds, Inc.

BlackRock Advantage Large Cap Core Fund
   9/30    13,100    14,007
BlackRock Advantage Large Cap Value Fund
   9/30    13,100    14,007
BlackRock Event Driven Equity Fund
   9/30    13,100    13,107
BlackRock Large Cap Focus Growth Fund
   6/30    13,100    14,007
BlackRock Latin America Fund, Inc.
   10/31    15,027    14,127
BlackRock Liquidity Funds

California Money Fund
   10/31    11,812    10,812
Federal Trust Fund
   10/31    10,792    9,792
FedFund
   10/31    15,292    14,292
MuniCash
   10/31    11,812    10,812
MuniFund
   10/31    11,812    10,812
New York Money Fund
   10/31    11,812    10,812
TempCash
   10/31    10,792    9,792
TempFund
   10/31    10,792    14,292
T-Fund
   10/31    10,792    9,792
Treasury Trust Fund
   10/31    10,792    9,792
BlackRock Series, Inc.

BlackRock International Fund
   10/31    —    —
Funds For Institutions Series

BlackRock Premier Government Institutional Fund
   4/30    9,800    13,792
BlackRock Select Treasury Strategies Institutional Fund
   4/30    9,800    13,792
BlackRock Treasury Strategies Institutional Fund
   4/30    9,800    13,792

      Aggregate Non-Audit Fees
Fund Name
   Fiscal Year
End    Most Recent
Fiscal Year ($)    Fiscal Year
Prior to Most
Recent Fiscal
Year End ($)
FFI Government Fund
   4/30    9,800    13,792
FFI Treasury Fund
   4/30    9,800    13,792
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   4/30    13,300    15,260
Master Treasury Strategies Institutional Portfolio
   4/30    13,300    15,260
Master Investment Portfolio

Active Stock Master Portfolio
   12/31    20,661    20,161
International Tilts Master Portfolio
   12/31    15,626    18,460
Large Cap Index Master Portfolio
   12/31    15,626    15,126
LifePath^® Dynamic Retirement Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2020 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2025 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2030 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2035 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2040 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2045 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2050 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2055 Master Portfolio
   12/31    16,841    13,119
LifePath^® Dynamic 2060 Master Portfolio⁽¹⁾
   12/31    15,619    —
LifePath^® Index Retirement Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2020 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2025 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2030 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2035 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2040 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2045 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2050 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2055 Master Portfolio
   12/31    13,619    13,119
LifePath^® Index 2060 Master Portfolio
   12/31    13,619    13,119
Money Market Master Portfolio
   12/31    —    3,633
S&P 500 Index Master Portfolio
   12/31    15,626    15,126
Total International ex U.S. Index Master Portfolio
   12/31    15,626    18,459
Treasury Money Market Master Portfolio
   12/31    7,133    3,633
U.S. Total Bond Index Master Portfolio
   12/31    15,626    15,126
Master Large Cap Series LLC

Master Advantage Large Cap Core Portfolio
   9/30    13,500    13,815

      Aggregate Non-Audit Fees
Fund Name
   Fiscal Year
End    Most Recent
Fiscal Year ($)    Fiscal Year
Prior to Most
Recent Fiscal
Year End ($)
Master Advantage Large Cap Value Portfolio
   9/30    13,500    13,515
Master Large Cap Focus Growth Portfolio
   6/30    13,500    13,515
Master Money LLC
   3/31    13,300    13,260
Master Treasury LLC
   3/31    13,300    13,260
Quantitative Master Series LLC

Master Small Cap Index Series
   12/31    17,379    17,640
Ready Assets Government Liquidity Fund
   4/30    9,800    11,792
Ready Assets U.S.A. Government Money Fund
   4/30    9,800    9,792
Ready Assets U.S. Treasury Money Fund
   4/30    9,800    9,792
Retirement Series Trust

Retirement Reserves Money Fund
   4/30    9,800    11,792

~~Non-audit~~ fees of $2,129,000 and $2,154,000 for the calendar years ended December 31, 2017 and December 31, 2016, respectively, were paid in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of each Fund and of other funds in the BlackRock Fund complex for a service organization review and subscription to the Deloitte Accounting Research Tool. These amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per Fund basis.

⁽¹⁾

~~For the period May 31, 2017 (Commencement of Operations) to December 31, 2017.~~

~~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

^**

~~Information shown is that of the corresponding Predecessor Portfolio.~~

~~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~~


~~Fund/Portfolio~~	~~Investment Manager~~	~~Sub-Adviser(s)~~	~~Administrator~~
~~BBIF Money Fund~~	~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BBIF Treasury Fund~~	~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BIF Money Fund~~	~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BIF Treasury Fund~~	~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRock Asian Dragon Fund, Inc.~~	~~BlackRock Advisors, LLC~~	~~BlackRock Asset Management North Asia Limited~~	—

~~BlackRock Emerging Markets Fund, Inc.~~	~~BlackRock Advisors, LLC~~	~~BlackRock Asset Management North Asia Limited~~	—

~~BlackRock Financial Institutions Series Trust~~

~~BlackRock Summit Cash Reserves Fund~~	~~BlackRock Advisors, LLC~~	—	—

~~BlackRock Funds~~^SM

~~BlackRock Advantage Emerging Markets Fund~~	~~BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRock Advantage International Fund~~	~~BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRock Advantage Large Cap Growth Fund~~	~~BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRock Advantage Small Cap Core Fund~~	~~BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRock Advantage Small Cap Growth Fund~~	~~BlackRock Advisors, LLC~~	—	~~BlackRock Advisors, LLC~~

~~BlackRockAll-Cap~~ ~~Energy & Resources Portfolio~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~	~~BlackRock Advisors, LLC~~

~~BlackRock Commodity Strategies Fund~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~	~~BlackRock Advisors, LLC~~

~~BlackRock Emerging Markets Dividend Fund~~	~~BlackRock Advisors, LLC~~	~~BlackRock Asset Management North Asia Limited~~	~~BlackRock Advisors, LLC~~

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~BlackRock Emerging Markets Equity Strategies Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock Asset Management North Asia Limited~~
~~BlackRock Energy & Resources Portfolio~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock Exchange Portfolio~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Global Long/Short Equity Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock Health Sciences Opportunities Portfolio~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock High Equity Income Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Impact U.S. Equity Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock International Dividend Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRockMid-Cap~~ ~~Growth Equity Portfolio~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Money Market Portfolio~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Real Estate Securities Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Short Obligations Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Tactical Opportunities Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Asset Management North Asia Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Technology Opportunities Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Total Emerging Markets Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock Asset Management North Asia Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Total Factor Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ ~~BlackRock Advisors, LLC~~
~~iShares Developed Real Estate Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~iShares Edge MSCI Min Vol EAFE Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Edge MSCI Min Vol USA Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Edge MSCI Multifactor Intl Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Edge MSCI Multifactor USA Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Edge MSCI USA Momentum Factor Index Fund~~
~~BlackRock Fund Advisors~~ — —
~~iShares Edge MSCI USA Quality Factor Index Fund~~
~~BlackRock Fund Advisors~~ — —
~~iShares Edge MSCI USA Size Factor Index Fund~~
~~BlackRock Fund Advisors~~ — —
~~iShares Edge MSCI USA Value Factor Index Fund~~
~~BlackRock Fund Advisors~~ — —
~~iShares MSCI Asia ex Japan Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares MSCI Developed World Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares RussellMid-Cap~~ ~~Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares RussellSmall/Mid-Cap~~ ~~Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Short-Term TIPS Bond Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~iShares Total U.S. Stock Market Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —
~~BlackRock Funds III~~
~~BlackRock Cash Funds: Institutional~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Cash Funds: Treasury~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic Retirement Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2020 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~BlackRock LifePath~~^® ~~Dynamic 2025 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2030 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2035 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2040 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2045 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2050 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2055 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Dynamic 2060 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ ~~Feeder Fund – the Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock (Singapore) Limited~~ ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index Retirement Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2020 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~BlackRock LifePath~~^® ~~Index 2025 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2030 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2035 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2040 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2045 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2050 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2055 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock LifePath~~^® ~~Index 2060 Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~iShares MSCI Total International Index Fund~~
~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~iShares Russell 1000Large-Cap~~ ~~Index Fund~~
~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~iShares S&P 500 Index Fund~~
~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~iShares U.S. Aggregate Bond Index Fund~~
~~Feeder Fund – the Master Fund’s investment adviser is BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Index Funds, Inc.~~
~~iShares MSCI EAFE International Index Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~
~~iShares Russell 2000Small-Cap~~ ~~Index Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ ~~Feeder Fund – the Master Fund’sSub-Adviser~~ ~~is BlackRock Fund Advisors~~ ~~BlackRock Advisors, LLC~~
~~BlackRock Large Cap Series Funds, Inc.~~
~~BlackRock Advantage Large Cap Core Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Advantage Large Cap Value Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~BlackRock Event Driven Equity Fund~~
~~BlackRock Advisors, LLC~~ — —
~~BlackRock Large Cap Focus Growth Fund~~
~~Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Latin America Fund, Inc.~~ ~~BlackRock Advisors, LLC~~ — —
~~BlackRock Liquidity Funds~~
~~California Money Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~Federal Trust Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~FedFund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~MuniCash~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~MuniFund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~New York Money Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~TempCash~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~TempFund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~T-Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~Treasury Trust Fund~~
~~BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Series, Inc.~~
~~BlackRock International Fund~~
~~BlackRock Advisors, LLC~~ ~~BlackRock International Limited~~ —
~~Funds For Institutions Series~~
~~BlackRock Premier Government Institutional Fund~~
~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Select Treasury Strategies Institutional Fund~~
~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~BlackRock Treasury Strategies Institutional Fund~~
~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~ — ~~BlackRock Advisors, LLC~~
~~FFI Government Fund~~
~~BlackRock Advisors, LLC~~ — —
~~FFI Treasury Fund~~
~~BlackRock Advisors, LLC~~ — —
~~Master Institutional Money Market LLC~~
~~Master Premier Government Institutional Portfolio~~
~~BlackRock Advisors, LLC~~ — —

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~Master Treasury Strategies Institutional Portfolio~~
~~BlackRock Advisors, LLC~~ — —
~~Master Investment Portfolio~~
~~Active Stock Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~International Tilts Master Portfolio~~
~~BlackRock Advisors, LLC~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock Advisors, LLC~~
~~Large Cap Index Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic Retirement Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2020 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2025 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2030 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2035 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2040 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2045 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2050 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Dynamic 2055 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~LifePath~~^® ~~Dynamic 2060 Master Portfolio~~
~~BlackRock Fund Advisors~~
~~BlackRock International Limited~~
~~BlackRock (Singapore) Limited~~
~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index Retirement Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2020 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2025 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2030 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2035 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2040 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2045 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2050 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2055 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~LifePath~~^® ~~Index 2060 Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~Money Market Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~S&P 500 Index Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~Total International ex U.S. Index Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~Treasury Money Market Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~U.S. Total Bond Index Master Portfolio~~
~~BlackRock Fund Advisors~~ — ~~BlackRock Advisors, LLC~~
~~Master Large Cap Series LLC~~
~~Master Advantage Large Cap Core Portfolio~~
~~BlackRock Advisors, LLC~~ — —
~~Master Advantage Large Cap Value Portfolio~~
~~BlackRock Advisors, LLC~~ — —
~~Master Large Cap Focus Growth Portfolio~~
~~BlackRock Advisors, LLC~~ — —
~~Master Money LLC~~
~~BlackRock Advisors, LLC~~ — —
~~Master Treasury LLC~~
~~BlackRock Advisors, LLC~~ — —
~~Quantitative Master Series LLC~~
~~Master Small Cap Index Series~~
~~BlackRock Advisors, LLC~~ ~~BlackRock Fund Advisors~~ —

~~Fund/Portfolio~~
~~Investment Manager~~
~~Sub-Adviser(s)~~
~~Administrator~~
~~Ready Assets Government Liquidity Fund~~ ~~BlackRock Advisors, LLC~~ — —
~~Ready Assets U.S.A. Government Money Fund~~ ~~BlackRock Advisors, LLC~~ — —
~~Ready Assets U.S. Treasury Money Fund~~ ~~BlackRock Advisors, LLC~~ — —
~~Retirement Series Trust~~
~~Retirement Reserves Money Fund~~
~~BlackRock Advisors, LLC~~ — —

~~Group B Funds~~


~~Fund/Portfolio~~	~~Investment Manager~~	~~Sub-Adviser(s)~~	~~Administrator~~
~~BlackRock Funds IV~~

~~BlackRock Alternative Capital Strategies Fund~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~		~~BlackRock~~ ~~Advisors, LLC~~

~~BlackRock Global Long/Short Credit Fund~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~ ~~BlackRock (Singapore) Limited~~		~~BlackRock~~ ~~Advisors, LLC~~

~~BlackRock Impact Bond Fund~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~		~~BlackRock~~ ~~Advisors, LLC~~

~~BlackRock Funds VI~~

~~BlackRock CoreAlpha Bond Fund~~	~~Feeder Fund – The Master Fund’s Investment Adviser is BlackRock Advisors, LLC~~	~~Feeder Fund: The Master Fund’ssub-advisers~~ ~~are BlackRock International Limited and BlackRock Fund Advisors~~		~~BlackRock~~ ~~Advisors, LLC~~
~~Master Investment Portfolio II~~

~~CoreAlpha Bond Master Portfolio~~	~~BlackRock Advisors, LLC~~	~~BlackRock International Limited~~ ~~BlackRock Fund Advisors~~		~~BlackRock~~ ~~Advisors, LLC~~

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.~~

~~Name and Address of Owner~~

~~American Enterprise Investment SVC~~

~~707 2nd Avenue South~~

~~Minneapolis, MN 55402-2405~~

~~Bank of New York Hare & Co. 2/Bank of New York Hare & Co. 2B~~

~~111 Sanders Creek Parkway~~

~~East Syracuse, NY 13057~~

~~BlackRock Financial Management, Inc./BlackRock Holdco2 Inc.~~

~~40 E 52nd Street, Floor 10~~

~~New York, NY 10022-5911~~

~~BlackRock Funds Inc./BlackRock Advisors, LLC~~

~~100 Bellevue Parkway~~

~~Wilmington, DE 19809~~

~~BNYM I S Trust Co Cust~~

~~301 Bellevue Parkway~~

~~Wilmington, DE 19809~~

~~Cetera Investment SVCS~~

~~2475 Eagle Drive~~

~~Melbourne, FL 32935~~

~~Charles Schwab & Co Inc.~~

~~101 Montgomery Street~~

~~San Francisco, CA 94104-4122~~

~~Charles Schwab & Co Inc. Special Custody Acct FBO Customers~~

~~211 Main Street~~

~~San Francisco, CA 94105~~

~~Comerica Bank~~

~~P.O. Box 75000 Mail Code 3446~~

~~Detroit, MI 48275~~

~~Edward D Jones and Co.~~

~~12555 Manchester Road~~

~~St. Louis, MO 63131-3710~~

~~FIIOC~~

~~100 Magellan Way (KW1C)~~

~~Covington, KY 41015-1987~~

~~Goldman Sachs & Co.~~

~~295 Chipeta Way~~

~~Salt Lake City, UT 84108-1287~~

~~Great-West Trust Company LLC~~

~~8515 E Orchard Road 2T2~~

~~Greenwood Village, CO 80111~~

~~Hartford Life Insurance Company/Hartford Life Separate Account 457~~

~~PO Box 2999~~

~~Hartford, CT 06104-2999~~

~~John Hancock Life~~

~~601 Congress Street~~

~~Boston, MA 02210-2805~~

~~John Hancock Trust Company LLC~~

~~690 Canton Street, Suite 100~~

~~Westwood, MA 02090~~

~~JP Morgan Securities LLC~~

~~4 Chase Metrotech Center, 7th Floor~~

~~Brooklyn, NY 11245~~

~~LPL Financial~~

~~4707 Executive Drive~~

~~San Diego, CA 92121-3091~~

~~Merrill Lynch Pierce Fenner & Smith~~

~~4800 E Deerlake Drive, 3rd Floor~~

~~Jacksonville, FL 32246-6484~~

~~Mid Atlantic Trust Company~~
~~1251 Waterfront Place, Suite 525~~
~~Pittsburgh, PA 15222~~
~~Morgan Stanley & Co.~~
~~Harborside Financial Center~~
~~Plaza II, 3rd Floor~~
~~Jersey City, NJ 07311~~
~~National Financial Services LLC~~
~~499 Washington Blvd., Floor 5~~
~~Jersey City, NJ 07310-2010~~
~~The Northern Trust Company~~
~~P.O. Box 92994~~
~~Chicago, IL 60675-2994~~
~~Pershing LLC~~
~~1 Pershing Plaza~~
~~Jersey City, NJ 07399-0001~~
~~Raymond James~~
~~880 Carillon Parkway~~
~~St. Petersburg, FL 33716-1102~~
~~RBC Capital Markets LLC~~
~~60 S 6th Street~~
~~Minneapolis, MN 55402~~
~~SEI Private Trust Company~~
~~One Freedom Valley Drive~~
~~Oaks, PA 19456~~
~~State Street Bank and Trust Company~~
~~1 Lincoln Street~~
~~Boston, MA 02111~~
~~TD Ameritrade~~
~~PO Box 2226~~
~~Omaha, NE 68103-2226~~
~~Wilmington Trust~~
~~1100 Wehrle Drive~~
~~Williamsville, NY 14221~~
~~UBS WM USA~~
~~1000 Harbor Blvd.~~
~~Weehawken, NJ 07086~~
~~Wells Fargo Bank~~
~~1525 West WT Harris Blvd.~~
~~Charlotte, NC 28288-1076~~
~~Wells Fargo Bank NA~~
~~P.O. Box 1533~~
~~Minneapolis, MN 55480~~
~~Wells Fargo Clearing Services~~
~~2801 Market Street~~
~~Saint Louis, MO 63103~~

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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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 Funds^SM
BlackRock Advantage Emerging Markets Fund – Investor A Shares    National Financial Services LLC    148,012.04    28.95%

SEI Private Trust Company
FBOCarson-N Non Sch
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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
^*BlackRock Funds II
60/40 Target Allocation Fund
   2,571,992.51    18.90%

^*BlackRock Funds II
80/20 Target Allocation Fund
   2,340,972.44    17.21%

^*BlackRock Funds LLC
LifePath Dynamic Master 2040 Portfolio
   2,002,086.65    14.71%

^*BlackRock Funds LLC
LifePath Dynamic Master 2030 Portfolio
   1,934,290.49    14.22%

^*BlackRock Funds LLC
LifePath Dynamic Master 2020 Portfolio
   1,214,724.11    8.93%

^*BlackRock Funds LLC
LifePath Dynamic Master 2050 Portfolio
   801,967.39    5.89%

^*BlackRock Funds II
40/60 Target Allocation Fund
   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
State Street Bank and Trust
As TTEE and/or Custodian (FBO) ADP Access, Large MarketNon-Qualified
   163,904.69    36.20%
   Merrill Lynch Pierce Fenner & Smith    131,039.03    28.94%

Capital Bank & Trust Co. TTEE FBO
For Bare Feet Inc. 401(k)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
   45,858.89    10.12%

Reliance Trust Company FBO
MassMutual DMF
PO Box 48529
Atlanta, GA 30362
   27,726.81    6.12%

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock Advantage International Fund – Class K Shares    Edward D Jones and Co.    440,441.40    93.04%
BlackRock Advantage International Fund – Institutional Shares
BlackRock Advisors LLC FBO
BlackRock College 2020 Option
   3,197,326.28    13.29%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
International Opportunities Option
   3,190,609.82    13.27%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
Growth Portfolio Option
   2,995,437.90    12.45%
   Merrill Lynch Pierce Fenner & Smith    2,610,204.61    10.85%

BlackRock Advisors LLC FBO
BlackRock College Enrollment Option
   2,167,335.08    9.01%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
Aggressive Growth Portfolio Option
   1,593,113.93    6.62%

BlackRock Advisors LLC FBO
BlackRock College 2027 Option
   1,548,756.42    6.44%

BlackRock Advisors LLC FBO
BlackRock College 2024 Option
   1,337,155.40    5.56%

BlackRock Advisors LLC
BlackRock College 2032 Option
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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%

BlackRock Funds MLPF Cust FPO David G. Cherup IRA
P.O. Box 8907
Wilmington, DE 19899-8907
   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%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
Growth Portfolio Option
   2,041,647.72    6.71%
   Pershing LLC    1,527,876.83    5.02%
BlackRock Advantage Small Cap Core Fund – Class K Shares
Saxon & Co.
P.O. Box 94597
Cleveland, OH 44101-4597
   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%

^*Gibson Dunn & Crutcher LLP
Partners Cash Balance Plan
333 South Grand Ave.
Los Angeles, CA 90071
   104,849.28    12.87%

Saxon & Co.
P.O. Box 94597
Cleveland, OH 44101-4597
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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%

Reliance Trust Company FBO
MassMutual DMF P.O. Box 48529 Atlanta, GA 30362
   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
   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%

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   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
   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%

Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock Health Sciences Opportunities Portfolio – Class R Shares
Voya Institutional Trust Company
1 Orange Way
Windsor, CT 06095-4774
   2,359,291.69    61.60%
   Merrill Lynch Pierce Fenner & Smith    452,487.51    11.81%
BlackRock Health Sciences Opportunities Portfolio – Class K Shares
^*Mac & Co.
500 Grant Street, Room151-1010
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%

PIMS/Prudential Retirement as
Nominee for the TTEE/Cust PL 007
Alameda Health System
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
   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
Charles Schwab & Co., Inc.
Special Custody Acct FBO Customers
   56,695,298.10    21.49%
   National Financial Services LLC    35,994,017.27    13.64%

Fund and Class

Name and Address of Owner
   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%

Morgan Stanley Smith Barney LLC
1300 Thames Street, 6th Floor
Baltimore, MD 21231
   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%

Alps Mutual Fund Services Inc. for Customers of Westcore Funds
(Reinvest)
1290 Broadway, Suite 1100
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
   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
Saxon & Co.
P.O. Box 7780-1888
Philadelphia, PA 19182
   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
   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%

TD Ameritrade Trust Company
P.O. Box 17748
Denver, CO 80217-0748
   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%

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   524,194.15    9.24%

Fund and Class

Name and Address of Owner
   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%

Lincoln Retirement Services
Company FBO Medical Specialists
401(k) Plan
P.O. Box 7876
Fort Wayne, IN 46801-7876
   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
   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%

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   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
^*Houston Firefighters Relief and
Retirement Fund
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
   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%

Minnesota Life Insurance Company
400 Robert Street North
Saint Paul, Minnesota 55101
   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
^*BlackRock Funds LLC
LifePath Index Master 2040 Fund
400 Howard Street
San Francisco, CA 94105-2618
   35,828,552.40    18.34%

^*BlackRock Funds LLC
LifePath Index Master 2030 Fund
400 Howard Street
San Francisco, CA 94105-2618
   27,674,933.41    14.16%

^*BlackRock Funds LLC
LifePath Index Master 2045 Fund
400 Howard Street
San Francisco, CA 94105-2618
   27,344,206.29    13.99%

^*BlackRock Funds LLC
LifePath Index Master 2035 Fund
400 Howard Street
San Francisco, CA 94105-2618
   26,995,265.86    13.81%

^*BlackRock Funds LLC
LifePath Index Master 2050 Fund
400 Howard Street
San Francisco, CA 94105-2618
   25,651,733.76    13.13%
   Wells Fargo Bank NA FBO Omnibus Cash Cash    14,350,806.34    7.34%

^*BlackRock Funds LLC
LifePath Index Master 2025 Fund
400 Howard Street
San Francisco, CA 94105-2618
   13,961,702.83    7.14%

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned

^*BlackRock Funds LLC
LifePath Index Master 2055 Fund
400 Howard Street
San Francisco, CA 94105-2618
   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%

^*Michael Macelhiney
301 Bellevue Parkway
Wilmington, DE 19809
   9,266.14    10.68%
   FIIOC FBO
Verde 401(K) Plan    7,648.21    8.82%

BNYM I S Trust Co Cust Rollover IRA
Chad Dziedzic
301 Bellevue Parkway
Wilmington, DE 19809
   5,731.26    6.61%
iShares Edge MSCI Min Vol EAFE Index Fund – Class K Shares
Voya Institutional Trust Co. as
Trustee or Custodian for Core Market
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%

BNYM I S Trust Co. Cust Rollover
IRA
Chad A. Dziedzic
   5,021.71    11.01%

BNYM I S Trust Co. Cust Rollover
IRA
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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned

Great-West Trust FBO RTC TTEE
FBO Certain Retirement Plans
   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%

TD Ameritrade Trust Company
P.O. Box 17748
Denver, CO 80217-0748
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
iShares 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
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   5,603,170.51    34.31%
   Raymond James    2,324,041.16    14.23%
   Pershing LLC    1,735,445.36    10.62%

PIMS/Prudential Retirement as
Nominee for the TTEE/Cust. PL 010
Nexcom 401(k) Plan
3280 Virginia Beach Blvd.
Virginia Beach, VA 23452-5724
   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%

Planmember Services
UMB Bank Custodian
6187 Carpinteria Avenue
Carpinteria, CA 93013
   4,203,799.315    8.51%
   JP Morgan Securities LLC    3,577,095.37    7.23%

Planmember Services
UMB Bank Custodian
6187 Carpinteria Avenue
Carpinteria, CA 93013
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
iShares 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%

Investors Bank and Trust as
Custodian
FBO iShares Lehman Aggregate
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
Investors Bank & Trust Cust.
FBO iShares S&P 500 Sweep
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
   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%

BNYM I S Trust Co Cust Rollover IRA
Marie J. Mason
   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
   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%

Matrix Trust Company FBO
Competency & Credentialing Institute
717 17th Street, Suite 1300
Denver, CO 80202
   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
   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%

BNYM I S Trust Co Cust Simple IRA
Claire F. Noto
   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%

Randall Eldredge Cust FBO Larry Zieammermann UTMA/KS
301 Bellevue Parkway
Wilmington, DE 19809
   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 Owned
BlackRock 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 Owned
BlackRock 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
   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%

DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans
711 High Street
Des Moines, IA 50392
   4,995,109.39    5.09%

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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%

FIIOC
FBO Sheehy Organization
   359,340.51    8.9%
   National Financial Services LLC    325,766.44    8.06%

FIIOC
Connectwise Inc. 401(k) Plan
   255,594.70    6.33%

TIAA FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000
St. Louis, MO 63102-2733
   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
Reliance Trust Company
P.O. Box 28004
Atlanta, GA 30358
   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%

DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans
711 High Street
Des Moines, IA 50392
   14,053.35    5.62%
BlackRock LifePath Index 2060 Fund – Institutional Shares    National Financial Services LLC    119,087.61    52.63%

FIIOC
FBO Connectwise Inc. 401(k) Plan
   37,728.52    16.67%

FIIOC
FBO Lionbridge Technologies Inc.
   19,020.46    8.40%

Fund and Class

Name and Address of Owner
   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%

DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans
711 High Street
Des Moines, IA 50392
   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%

PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010
3280 Virginia Beach Blvd.
Virginia Beach, VA 23452-5724
   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%

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
   2,484,367.60    7.77%

State of Louisiana Trustee FBO Louisiana Public Employees DCP
8515 E Orchard Rd. 2T2
Greenwood Village, CO 80111
   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%

^*Connecticut Higher Education Trust
690 Lee Road
Wayne, PA 19087-0000
   689,206.58    25.26%

Nationwide Trust Company
P.O. Box 182029
Columbus, OH 43218-2029
   260,142.50    9.53%

Fund and Class

Name and Address of Owner
   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
*HP Foundation
1501 Page Mill Rd.
Palo Alto, CA 94304-0000
   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%

SSB/NYLIM Supplemental Income Plan
30 Dan Rd.
Canton, MA 02021-2809
   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%

Saxon & Co.
P.O. Box 7780-1888
Philadelphia, PA 19182
   125,080.34    11.39%

Great-West Trust Company LLC
Trust/Retirement Plans
   120,829.45    11.01%
   Great-West Trust Company LLC FBO Employee Benefits Clients 401(k)    96,207.11    8.76%

Minnesota Life Insurance Company
400 Robert Street North
Saint Paul, Minnesota 55101
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned

WTRISC Co IRA Omnibus Acct
777 North Capitol Street, NE
Washington DC 20002
   2,799,861.28    21.26%

Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358
   1,525,848.79    11.58%
   National Financial Services LLC    828,181.27    6.29%
iShares U.S. Aggregate Bond Index Fund – Institutional Shares
Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358
   2,418,860.32    19.05%

Wells Fargo Bank NA TTEE FBO State of Alabama DCP 457
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
   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%

PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010
3280 Virginia Beach Blvd.
Virginia Beach, VA 23452-5724
   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%

WTRISC Co IRA Omnibus Acct
777 North Capitol Street, NE
Washington DC 20002
   1,484,297.55    5.87%
   National Financial Services LLC    1,439,905.45    5.70%

Reliance Trust Company FBO MassMutual Registered Product
PO Box 48529
Atlanta, GA 30362
   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
   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
Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   4,375,932.81    29.37%
   Merrill Lynch Pierce Fenner & Smith    2,955,107.47    19.83%

Capital Bank & Trust Company TTEE F Trader Joe’s Company
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
   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%

Planmember Services
UMB Bank Custodian
6187 Carpinteria Avenue
Carpinteria, CA 93013
   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%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
Growth Portfolio Option
   7,148,088.90    10.85%

BlackRock Advisors LLC FBO
BlackRock College 2020 Option
   5,630,025.08    8.54%

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned

BlackRock Advisors LLC FBO
BlackRock College Enrollment Option
   4,234,524.88    6.43%

BlackRock Advisors LLC FBO
BlackRock College 2027 Option
   3,832,807.67    5.82%

BlackRock Advisors LLC
BlackRock College 2032 Option
   3,544,594.39    5.38%

BlackRock Advisors LLC FBO
Ohio Tuition Trust Authority
Moderate Portfolio Option
   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%

BlackRock Funds MLPF S Cust FPO David G. Cherup IRA
P.O. Box 8907
Wilmington, DE 19899-8907
   1,388.18    14.23%
   Wells Fargo Clearing Services    578.23    5.92%

Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock 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%

^*Albert Yodakis, Jr.
301 Bellevue Parkway
Wilmington, DE 19809
   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
Saxon & Co.
P.O. Box 7780-1888
Philadelphia, PA 19182
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock Large Cap Focus Growth Fund – Class R Shares
   Merrill Lynch Pierce Fenner & Smith    1,736,328.45    66.64%
BlackRock Large Cap Focus Growth Fund – Class K Shares
   Edward D. Jones and Co.    635,239.64    95.62%
BlackRock Large Cap Focus Growth Fund – Service Shares
   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%
BlackRock Latin America Fund, Inc.

BlackRock Latin America Fund, Inc. – Investor A Shares
   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%
BlackRock Latin America Fund, Inc. – Investor C Shares
   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%

Charles Schwab Co. & Inc.
Special Custody Acct FBO Customers
   16,847.23    5.91%
BlackRock Latin America Fund, Inc. – Institutional Shares
   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%
BlackRock Latin America Fund, Inc. – Class K Shares
   Edward D. Jones and Co.    12,690.69    77.72%
   BlackRock Financial Management, Inc.    3,577.18    21.90%
BlackRock Liquidity Funds

California Money Fund – Institutional

Smith Barney LLC
1300 Thames Street, 6th Floor
Baltimore, MD 21231-3495
   11,973,374.47    59.34%

First American Trust Company FBO Managed Omnibus
5 First American Way
Santa Ana, CA 92707
   7,570,759.34    37.52%
California Money Fund – Private Client
   JP Morgan Securities LLC    27,788.84    100%
California Money Fund – Select
   Pershing LLC    1,139,295.50    100%

Fund and Class

Name and Address of
Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
Federal Trust Fund – Administration

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   49,737,196.91    83.53%

Voya Institutional Trust Co.
1 Orange Way
Windsor, CT 06095-4774
   9,582,348.34    16.09%
Federal Trust Fund – Cash Management
   Merrill Lynch Pierce Fenner & Smith    13,213,671.32    96.23%
Federal Trust Fund – Cash Reserve

^*Randall S Saunders and Moya
Saunders Jt. Ten.
301 Bellevue Parkway
Wilmington, DE 19809
   359,534.80    96.42%
Federal Trust Fund – Dollar

Merrill Lynch Pierce Fenner & Smith
   6,836,338.16    53.74%

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   5,733,498.75    45.07%
Federal Trust Fund – Institutional

Bank of America NA Sweep/Auto
901 Main Street, 66th Floor
Dallas, TX 75202-0000
   1,405,000,016.06    44.78%

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   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%

Bank of America Global Finance Sweep Customers
901 Main Street, 66th Floor
Dallas, TX 75202-3738
   195,000,000.00    6.21%
FedFund – Administration
   Wilmington Trust    2,517,542,612.36    89.11%
   Pershing LLC    252,749,330.78    8.95%
FedFund – Cash Management

Delaware Trust Company
251 Little Falls Drive
Wilmington, DE 19808
   101,759,136.74    77.74%

Laba & Co. FBO Bank of America
135 S LaSalle Street
Chicago, IL 60603
   15,216,919.82    11.62%
FedFund – Cash Reserve

Nabank & Co.
6242 E 41st Street BTC 2W
Tulsa, OK 74135
   1,083,932,940.06    96.93%
FedFund – Dollar
   Wilmington Trust    562,126,080.82    29.95%

PNC Bank
1900 East 9th St B7 YB13 07 6
Cleveland, OH 44114
   530,464,903.63    28.27%

Union Bank Trust Nominee FBO Cash Management Sweeps
P.O. Box 85484
San Diego, CA 54849-2186
   214,466,598.78    11.43%

Fund and Class

Name and Address of
Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned

HSBC Bank USA NA
452 Fifth Avenue
New York, NY 10018
   177,319,797.82    9.45%
   Pershing LLC    174,488,678.55    9.30%
FedFund – Institutional
   Bank of New York Hare & Co.    12,189,283,216.83    16.83%

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   6,696,302,380.00    9.24%
   Merrill Lynch Pierce Fenner & Smith    4,074,796,865.34    5.62%
FedFund – Private Client
   JP Morgan Securities LLC    766,327.86    100%
FedFund – Select
   Pershing LLC    207,536,790.93    100%
FedFund – Capital

Silicon Valley Bank
3003 Tasman Drive
Santa Clara, CA 95054
   6,738,611,048.32    100%
MuniCash – Administration
   Pershing LLC    0.01    100%
MuniCash – Dollar

Citizens National Bank Trust Department
P.O. Box 911
Meridian, MS 39302
   1,580,726.27    87.61%

Provident Advisers
P.O. Box 215
Zelienople, PA 16063
   104,791.72    5.81%
MuniCash – Institutional
   Merrill Lynch Pierce Fenner & Smith    2,823,318,109.36    60.56%

State Street FBO Cash Sweep BlackRock
1776 Heritage Dr.
Quincy, MA 02170
   950,921,368.24    20.40%
MuniFund – Administration
   JP Morgan Securities LLC    15,294,755.57    98.19%
MuniFund – Dollar

Lobatco – Texas Bank & Trust
1800 NW Loop 281
Longview, TX 75604
   4,708,564.86    100%
MuniFund – Institutional

Broadway National Bank
P.O. Box 17001
San Antonio, TX
   45,670,616.99    32.54%

Smith Barney LLC
1300 Thames Street, 6th Floor
Baltimore, MD 21231-3495
   25,376,294.11    18.08%

Lobatco – Texas Bank & Trust
1800 NW Loop 281
Longview, TX 75604
   23,537,627.72    16.77%

^*William L Mack
2115 Linwood Ave, Suite 110
Fort Lee, NJ 07024
   13,149,318.29    9.37%
   JP Morgan Securities LLC    9,130,594.88    6.51%

Saxon and Co.
P.O. Box 7780-1888
Philadelphia, PA 19182
   7,074,925.33    5.04%

Fund and Class

Name and Address of
Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
MuniFund – Private Client
   JP Morgan Securities LLC    319,999.13    100%
MuniFund – Select
   Pershing LLC    2,369,370.58    100%
New York Money Fund – Administration
   JP Morgan Securities LLC    0.01    100%
New York Money Fund – Institutional

First State Trust Company
2 Righter Parkway
Wilmington, DE 19803
   10,018,928.48    87.75%
   SEI Private Trust Co.    1,153,796.95    10.11%
New York Money Fund – Select
   Pershing LLC    170,991.89    100%
TempCash – Administration
   Pershing LLC    0.01    100%
TempCash – Dollar

Provident Advisers
Rooney Enterprises Inc.
3400 South Water Street
Pittsburgh, PA 15203
   11,527.92    75.23%

Provident Advisers
Chicago Title Insurance Co.
Escrow Agent For HMC Prop 1994
603 Stanwix Street
Pittsburgh, PA 15222
   1,894.62    12.36%

Provident Advisers
Chicago Title Insurance Co.
Escrow Agent/Herman Lipsitz
Two Gateway Center
Pittsburgh, PA 15222
   1,894.62    12.36%
TempCash – Institutional
   Merrill Lynch Pierce Fenner & Smith    4,381,232,719.81    94.86%
TempFund – Administration
   Wilmington Trust    10,384,915.72    40.20%

Citizens National Bank Trust Department
P.O. Box 911
Meridian, MS 39302
   7,983,919.95    30.91%

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   6,262,139.26    24.24%
TempFund – Cash Management

Delaware Trust Company
251 Little Falls Drive
Wilmington, DE 19808
   356,237,715.22    56.13%
   Merrill Lynch Pierce Fenner & Smith    278,448,803.72    43.87%
TempFund – Cash Reserve

Citizens National Bank Trust Department
P.O. Box 911
Meridian, MS 39302
   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%
TempFund – Dollar

Delaware Trust Company
251 Little Falls Drive
Wilmington, DE 19808
   31,107,751.65    38.97%

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   19,304,045.64    24.18%

Fund and Class

Name and Address of
Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
   Merrill Lynch Pierce Fenner & Smith    15,086,074.51    18.90%

Provident Advisers
32 Meadow View Court
Leonia, NJ 07605
   4,776,317.03    5.98%

Citizens National Bank Trust Department
P.O. Box 911
Meridian, MS 39302
   4,616,479.24    5.78%
TempFund – Institutional

Merrill Lynch Pierce Fenner & Smith
200 North College Street, 3rd Floor
Charlotte, NC 28255
   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%

Strategic Cash Portfolio II
400 Bellevue Parkway
Wilmington, DE 19809
   772,842,103.74    5.55%

Band & Co. C O US Bank
1555 N Rivercenter Drive, Suite 302
Milwaukee, WI 53212
   732,186,349.34    5.25%

Smith Barney LLC
1300 Thames Street, 6th Floor
Baltimore, MD 21231-3495
   707,236,042.00    5.08%
TempFund – Private Client
   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%
TempFund – Select
   Pershing LLC    635.98    100%
T-Fund – Administration
   Wilmington Trust    639,947,406.67    69.97%
   Pershing LLC    274,225,818.98    29.98%
T-Fund – Cash Management

Assetmark Trust Company FBO Assetmark Inc. & Mutal Clients
3200 N Central Avenue 7th Floor
Phoenix, AZ 85012
   173,976,699.20    29.95%

Delaware Trust Company
251 Little Falls Drive
Wilmington, DE 19808
   111,729,111.15    19.24%

Jefferies LLC
FBO Unterberg Taylor Capital
101 Hudson Street, 11th Floor
Jersey City, NJ 07302
   43,824,723.36    7.54%

Jefferies LLC
FBO MSC Partners LP
101 Hudson Street, 11th Floor
Jersey City, NJ 07302
   37,480,601.80    6.45%

Fund and Class

Name and Address of
Owner
   Shares Owned    Percentage of
Outstanding
Shares of
Class Owned

Jefferies LLC
FBO Stadium Capital Partners LP
101 Hudson Street, 11th Floor
Jersey City, NJ 07302
   32,866,775.13    5.66%
T-Fund – Dollar

Union Bank Trust Nominee FBO Cash Management Sweep
P.O. Box 85484
San Diego, CA 54849-2186
   799,726,021.50    49.63%

Citibank NA FBO
480 Washington Blvd. 30th Floor
Jersey City, NJ 07310
   202,018,134.77    12.54%
   Wilmington Trust    162,645,875.37    10.09%

Citibank NA FBO
480 Washington Blvd. 30th Floor
Jersey City, NJ 07310
   112,923,318.14    7.01%
T-Fund – Institutional
   Bank of New York Hare & Co. 2    8,609,325,666.73    16.61%

State Street Bank FBO Cash Sweep Clients
1776 Heritage Drive
Quincy, MA 02170
   6,275,132,813.83    12.11%

Bank of America
901 Main Street, 66th Floor
Dallas, TX 75202
   3,760,000,002.19    7.25%
   Bank of New York Hare & Co. 2    2,599,794,156.19    5.02%
T-Fund – Select
   Pershing LLC    24,610,404.33    100%
T-Fund – Capital

Silicon Valley Bank
3003 Tasman Drive
Santa Clara, CA 95054
   11,048,641,009.04    99.87%
T-Fund – Cash Reserve
   Bank of New York Hare & Co. 2    80,086,509.97    77.14%

First Republic Bank
111 Pine Street
San Francisco, CA 94111-0000
   23,416,975.72    22.55%
Treasury Trust Fund - Administration
   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%
Treasury Trust Fund – Cash Management

Laba & Co. FBO Bank of America
135 S. LaSalle Street
Chicago, IL 60603
   13,827,247.90    100%
Treasury Trust Fund – Cash Reserve
   Merrill Lynch Pierce Fenner & Smith    8,143,678.00    93.53%

First Republic Bank
111 Pine Street
San Francisco, CA 94111-0000
   562,963.89    6.47%
Treasury Trust Fund – Dollar

PNC Bank
1900 East 9th Street B7 YB13 07 6
Cleveland, OH 44114
   158,168,543.24    32.30%

Fund and Class

Name and Address of
Owner
   Shares Owned    Percentage of
Outstanding
Shares of
Class Owned

Knotfloat & Co. State Street Bank FBO Sweep
1200 Crown Colony Drive
Quincy, MA 02169
   87,965,541.96    17.97%
   Bank of New York Hare & Co. 2    46,154,641.81    9.43%

Union Bank Trust Nominee FBO Cash Management Sweep
P.O. Box 85484
San Diego, CA 54849-2186
   41,687,174.00    8.51%
   Wilmington Trust    40,662,142.76    8.30%
   Pershing LLC    40,212,618.19    8.21%

DBTCA as Agent for Artex Sac
1 Victoria Street
Hamilton, Bermuda
   35,193,751.74    7.19%

Citibank NA FBO
480 Washington Blvd. 30th Floor
Jersey City, NJ 07310
   28,837,265.68    5.89%
Treasury Trust Fund – Institutional
   Bank of New York Hare & Co. 2B    6,255,262,453.32    20.45%

Bank of America
901 Main Street, 66th Floor
Dallas, TX 75202
   4,587,206,866.94    14.99%
   Merrill Lynch Pierce Fenner & Smith    3,208,243,445.00    10.49%

Wells Fargo Bank NA
550 South 4th Street
Minneapolis, MN 55415
   2,780,683,950.93    9.09%
   Bank of New York Hare & Co. 2    2,387,993,091.84    7.81%

Bank of America
901 Main Street, 66th Floor
Dallas, TX 75202
   1,610,000,000.00    5.26%
Treasury Trust Fund – Select
   Pershing LLC    33,431,345.42    100%
BlackRock Series, Inc.

BlackRock International Fund – Investor A Shares
   Merrill Lynch Pierce Fenner & Smith    16,591,021.12    86.92%
BlackRock International Fund – Investor C Shares
   Merrill Lynch Pierce Fenner & Smith    3,065,550.83    81.58%
BlackRock International Fund – Institutional Shares
   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%
BlackRock International Fund – Class R Shares
   Merrill Lynch Pierce Fenner & Smith    1,044,721.47    88.78%
BlackRock International Fund – Class K Shares
   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
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
Funds For Institutions Series

BlackRock Premier Government Institutional Fund
   Merrill Lynch Pierce Fenner & Smith    169,420,875.00    89.37%
BlackRock Select Treasury Strategies Institutional Fund
   Merrill Lynch Pierce Fenner & Smith    198,918,837.00    100.00%
BlackRock Treasury Strategies Institutional Fund
   Merrill Lynch Pierce Fenner & Smith    105,612,444.00    45.96%

^*Orlando World Center Marriott
8701 World Center Drive
Orlando, FL 32821-6358
   13,179,283.15    5.74%
FFI Government Fund
   Merrill Lynch Pierce Fenner & Smith    29,642,390.00    46.46%

^*Concourse Village Inc.
775 Concourse Village East
Bronx, NY 10451-3902
   7,085,470.60    11.11%

^*Rochdale Village Inc.
169-65 137th Ave
Jamaica, NY 11434-4517
   5,963,802.63    9.35%
FFI Treasury Fund
   Merrill Lynch Pierce Fenner & Smith    210,250,729.00    93.08%
Master Institutional Money Market LLC

Master Premier Government Institutional Portfolio
   ^*Funds for Institutions Series
BlackRock Premier Government Institutional Fund
60 State Street
Boston, MA 02109    N/A    99.99%
Master Treasury Strategies Institutional Portfolio
   ^*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%
Master Investment Portfolio
      N/A
Active Stock Master Portfolio
   ^*Master Investment Portfolio
Active Stock LP Feeder
400 Howard Street
San Francisco, CA 94105    N/A    100.00%
International Tilts Master Portfolio
   ^*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%

~~Fund and Class~~
~~Name and Address of Owner~~
~~Shares~~
~~Owned~~ ~~Percentage of~~
~~Outstanding~~
~~Shares of~~
~~Class Owned~~
~~Large Cap Index Master Portfolio~~
^*~~Master Investment Portfolio~~
~~Large Cap Index LP Feeder~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~96.77%~~
~~LifePath~~^® ~~Dynamic Retirement Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic Retirement Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Dynamic 2020 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2020 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Dynamic 2025 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2025 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.96%~~
~~LifePath~~^® ~~Dynamic 2030 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2030 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Dynamic 2035 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2035 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.96%~~
~~LifePath~~^® ~~Dynamic 2040 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2040 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Dynamic 2045 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2045 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.93%~~
~~LifePath~~^® ~~Dynamic 2050 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2050 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.98%~~
~~LifePath~~^® ~~Dynamic 2055 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2055 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.88%~~
~~LifePath~~^® ~~Dynamic 2060 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Dynamic 2060 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.50%~~
~~LifePath~~^® ~~Index Retirement Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index Retirement Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~

~~Fund and Class~~
~~Name and Address of Owner~~
~~Shares~~
~~Owned~~ ~~Percentage of~~
~~Outstanding~~
~~Shares of~~
~~Class Owned~~
~~LifePath~~^® ~~Index 2020 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2020 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2025 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2025 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2030 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2030 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2035 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2035 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2040 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2040 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2045 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2045 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2050 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2050 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2055 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2055 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~LifePath~~^® ~~Index 2060 Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock LifePath~~^® ~~Index 2060 Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~99.99%~~
~~Money Market Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock Cash Funds: Institutional~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~100.00%~~
~~S&P 500 Index Master Portfolio~~
^*~~BlackRock Funds III~~
~~iShares S&P 500 Index Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~95.33%~~
~~Total International ex U.S. Index Master Portfolio~~
^*~~Master Investment Portfolio~~
~~Total Internationalex-U.S.~~ ~~Index LP Feeder~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~16.67%~~
^*~~BlackRock Funds III~~
~~iShares MSCI Total International Index Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~83.32%~~

~~Fund and Class~~
~~Name and Address of Owner~~
~~Shares~~
~~Owned~~ ~~Percentage of~~
~~Outstanding~~
~~Shares of~~
~~Class Owned~~
~~Treasury Money Market Master Portfolio~~
^*~~BlackRock Funds III~~
~~BlackRock Cash Funds: Treasury~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~78.66%~~
^*~~Treasury Money Market Fund (Cayman)~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~13.88%~~
~~U.S. Total Bond Index Master Portfolio~~
^*~~Master Investment Portfolio~~
~~U.S. Total Bond Index LP Feeder~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~20.20%~~
^*~~BlackRock Funds III~~
~~iShares U.S. Aggregate Bond Index Fund~~
~~400 Howard Street~~
~~San Francisco, CA 94105~~ ~~N/A~~ ~~79.13%~~
~~Master Large Cap Series LLC~~
~~Master Advantage Large Cap Core Portfolio~~
^*~~BlackRock Large Cap Series Funds, Inc.~~
~~BlackRock Advantage Large Cap Core Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~75.12%~~
^*~~BlackRock Balanced Capital Fund, Inc.~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~20.72%~~
~~Master Advantage Large Cap Value Portfolio~~
^*~~BlackRock Large Cap Series Funds, Inc.~~
~~BlackRock Advantage Large Cap Value Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~99.99%~~
~~Master Large Cap Focus Growth Portfolio~~
^*~~BlackRock Large Cap Series Funds, Inc.~~
~~BlackRock Large Cap Focus Growth Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~99.99%~~
~~Master Money LLC~~
^*~~BIF Money Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~80.78%~~
^*~~BBIF Money Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~19.15%~~
~~Master Treasury LLC~~
^*~~BIF Treasury Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~39.16%~~
^*~~BBIF Treasury Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~60.78%~~
~~Quantitative Master Series LLC~~
~~Master Small Cap Index Series~~
^*~~BlackRock Small Cap Index LifePath~~^® ~~Fund~~
~~100 Bellevue Parkway~~
~~Wilmington, DE 19809~~ ~~N/A~~ ~~14.87%~~
^*~~BlackRock Index Funds, Inc.~~
~~iShares Russell 2000Small-Cap~~ ~~Index Fund~~
~~100 Bellevue Parkway Wilmington, DE 19809~~ ~~N/A~~ ~~75.12%~~

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
Ready Assets Government Liquidity Fund
   Merrill Lynch Pierce Fenner & Smith    1,577,695,698.93    99.13%
Ready Assets U.S.A. Government Money Fund
   Merrill Lynch Pierce Fenner & Smith    29,203,844.16    100.00%
Ready Assets U.S. Treasury Money Fund
   Merrill Lynch Pierce Fenner & Smith    132,633,659.83    100.00%
Retirement Series Trust

Retirement Reserves Money Fund – Class I Shares
   Merrill Lynch Pierce Fenner & Smith    591,511,849.60    100.00%
Retirement Reserves Money Fund – Class II Shares
   Merrill Lynch Pierce Fenner & Smith    16,645,038.55    100.00%

~~Beneficial owner of shares.~~

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
   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%
BlackRock Global Long/Short Credit Fund – Class K Shares
   Wells Fargo Bank NA FBO    125,165,327.96    96.06%
BlackRock Impact Bond Fund – Investor A Shares
   Charles Schwab & Co. Inc.    34,225.21    62.72%

BNYM I S Trust Co Cust R/O IRA FBO
Jane K. Kirchner
   10,237.73    18.76%
   ^*BlackRock Holdco2 Inc.    5,000.00    9.16%
   Pershing LLC    4,362.28    7.99%
BlackRock Impact Bond Fund – Investor C Shares
   ^*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 Impact Bond Fund – Institutional Shares
   ^*BlackRock Holdco2 Inc.    1,985,000.00    79.35%
   National Financial Services LLC    401,343.43    16.04%
BlackRock Impact Bond Fund – Class K Shares
   ^*BlackRock Holdco2 Inc.    5,000.00    100%
BlackRock Funds VI

BlackRock CoreAlpha Bond Fund – Investor A Shares
   UBS WM USA    33,876.13    49.37%

Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
   14,055.65    20.48%
   National Financial Services LLC    8,708.05    12.69%
   Pershing LLC    4,708.68    6.86%
BlackRock CoreAlpha Bond Fund – Investor C Shares
   National Financial Services LLC    6,133.08    34.45%
   UBS WM USA    4,060.28    22.81%

^*Shirley M. & Bruce A. Helmbercht
301 Bellevue Parkway
Wilmington, DE 19809
   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%
BlackRock CoreAlpha Bond Fund – Institutional Shares
   Goldman Sachs & Co.    42,544,123.03    56.93%

BlackRock Advisors LLC FBO
BlackRock College 2020 Option
   13,532,952.03    18.11%

BlackRock Advisors LLC FBO
BlackRock College Enrollment Option
   4,214,226.84    5.63%

Fund and Class

Name and Address of Owner
   Shares
Owned    Percentage of
Outstanding
Shares of
Class Owned
BlackRock CoreAlpha Bond Fund – Class K Shares
   ^*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 II

CoreAlpha Bond Master Portfolio
   ^*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%

~~Beneficial owner of shares.~~

~~[FORM OF PROXY CARD]~~

~~PROXY~~

~~BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEX~~

~~JOINT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 2018~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES~~

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.


		~~IMPORTANT NOTICE~~
		~~REGARDING THE AVAILABILITY OF PROXY MATERIAL~~ ~~for the Joint Special Meetings of Shareholders on November 21, 2018.~~
		~~The Joint Proxy Statement for this meeting is available at:~~
		~~https://www.proxy-direct.com/blk-30180~~


		~~VOTE BY PHONE~~
		~~Call1-800-337-3503~~
		*~~Follow the recorded instructions~~~~available 24 hours~~***

		~~VOTE BY MAIL~~
		~~Vote, sign and date this Proxy Card and~~ ~~return in the postage-paid envelope~~



				Dated: [ ], 2021

~~blk_30180_092418~~


~~FUNDS~~	~~FUNDS~~	~~FUNDS~~
~~Fundname1~~	~~Fundname2~~	~~Fundname3~~
~~Fundname4~~	~~Fundname5~~	~~Fundname6~~
~~Fundname7~~	~~Fundname8~~	~~Fundname9~~
~~Fundname10~~	~~Fundname11~~	~~Fundname12~~
~~Fundname13~~	~~Fundname14~~	~~Fundname15~~
~~Fundname16~~	~~Fundname17~~	~~Fundname18~~
~~Fundname19~~	~~Fundname20~~	~~Fundname21~~
~~Fundname22~~	~~Fundname23~~	~~Fundname24~~
~~Fundname25~~	~~Fundname26~~

~~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:~~☒

~~Proposals~~

~~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.~~


~~01. Bruce R. Bond~~	~~02. Susan J. Carter~~	~~03. Collette Chilton~~	~~04. Neil A. Cotty~~
~~05. Robert Fairbairn~~	~~06. Lena G. Goldberg~~	~~07. Robert M. Hernandez~~	~~08. Henry R. Keizer~~
~~09. Cynthia A. Montgomery~~	~~10. Donald C. Opatrny~~	~~11. John M. Perlowski~~	~~12. Joseph P. Platt~~
~~13. Mark Stalnecker~~	~~14. Kenneth L. Urish~~	~~15. Claire A. Walton~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~01 Fundname1~~

☐

~~02 Fundname2~~

☐

~~03 Fundname3~~

☐

~~04 Fundname4~~

☐

~~05 Fundname5~~

☐

~~06 Fundname6~~

☐

~~07 Fundname7~~

☐

~~08 Fundname8~~

☐

~~09 Fundname9~~

☐

~~10 Fundname10~~

☐

~~11 Fundname11~~

☐

~~12 Fundname12~~

☐

~~13 Fundname13~~

☐

~~14 Fundname14~~

☐

~~15 Fundname15~~

☐

~~16 Fundname16~~

☐

~~17 Fundname17~~

☐

~~18 Fundname18~~

☐

~~19 Fundname19~~

☐

~~20 Fundname20~~

☐

~~21 Fundname21~~

☐

~~22 Fundname22~~

☐

~~23 Fundname23~~

☐

~~24 Fundname24~~

☐

~~25 Fundname25~~

☐

~~26 Fundname26~~

☐

~~1(b). To elect eleven Board Nominees to the board of directors/trustees of the Group B Funds.~~

~~To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.~~


~~01. Michael J. Castellano~~	~~02. Richard E. Cavanagh~~	~~03. Cynthia L. Egan~~	~~04. Frank J. Fabozzi~~
~~05. Robert Fairbairn~~	~~06. Henry Gabbay~~	~~07. R. Glenn Hubbard~~	~~08. W. Carl Kester~~
~~09. Catherine A. Lynch~~	~~10. John M. Perlowski~~	~~11. Karen P. Robards~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~01 Fundname1~~

☐

~~02 Fundname2~~

☐

~~03 Fundname3~~

☐

~~2(a).~~

~~To provide voting instructions to the Group A Feeder Funds to vote for the election of fifteen Board Nominees to the board of directors/trustees of their corresponding Master Fund.~~~~To withhold authority to vote for any individual nominee(s) mark the box “For All Except” and write the nominee number on the line provided.~~


~~01. Bruce R. Bond~~	~~02. Susan J. Carter~~	~~03. Collette Chilton~~	~~04. Neil A. Cotty~~
~~05. Robert Fairbairn~~	~~06. Lena G. Goldberg~~	~~07. Robert M. Hernandez~~	~~08. Henry R. Keizer~~
~~09. Cynthia A. Montgomery~~	~~10. Donald C. Opatrny~~	~~11. John M. Perlowski~~	~~12. Joseph P. Platt~~
~~13. Mark Stalnecker~~	~~14. Kenneth L. Urish~~	~~15. Claire A. Walton~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~FOR~~

~~ALL~~

~~WITHHOLD~~

~~ALL~~

~~FOR ALL~~

~~EXCEPT~~

~~01 Fundname1~~

☐

~~02 Fundname2~~

☐

~~03 Fundname3~~

☐

~~04 Fundname4~~

☐

~~05 Fundname5~~

☐

~~06 Fundname6~~

☐

~~07 Fundname7~~

☐

~~08 Fundname8~~

☐

~~09 Fundname9~~

☐

~~10 Fundname10~~

☐

~~11 Fundname11~~

☐

~~12 Fundname12~~

☐

~~13 Fundname13~~

☐

~~14 Fundname14~~

☐

~~15 Fundname15~~

☐

~~16 Fundname16~~

☐

~~17 Fundname17~~

☐

~~18 Fundname18~~

☐

~~19 Fundname19~~

☐

~~20 Fundname20~~

☐

~~21 Fundname21~~

☐

~~22 Fundname22~~

☐

~~23 Fundname23~~

☐

~~24 Fundname24~~

☐

~~25 Fundname25~~

☐

~~26 Fundname26~~

☐

~~2(b).~~

~~To provide voting instructions to BlackRock CoreAlpha Bond Fund to vote for the election of eleven Board Nominees to the board of trustees of CoreAlpha Bond Master Portfolio.~~

☐

~~To vote~~~~all~~~~Nominees~~~~FOR~~

☐

~~To vote~~~~all~~~~Nominees~~~~AGAINST~~

☐

~~To vote~~~~all~~~~Nominees~~~~ABSTAIN~~ ~~or vote separately by Nominee below~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~01 Michael J. Castellano~~

☐

~~02 Richard E. Cavanagh~~

☐

~~03 Cynthia L. Egan~~

☐

~~04 Frank J. Fabozzi~~

☐

~~05 Robert Fairbairn~~

☐

~~06 Henry Gabbay~~

☐

~~07 R. Glenn Hubbard~~

☐

~~08 W. Carl Kester~~

☐

~~09 Catherine A. Lynch~~

☐

~~10 John M. Perlowski~~

☐

~~11 Karen P. Robards~~

☐

~~To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.~~

- 49 -

APPENDIX A

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

~~Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below~~

~~Note~~:

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.


~~Date (mm/dd/yyyy) — Please print date below~~		~~Signature 1 — Please keep signature within the box~~	~~Signature 2 — Please keep signature within the box~~
	*~~/ /~~*

~~Scanner bar code~~

_∎

~~xxxxxxxxxxxxxx~~

~~BLK 30180~~

~~xxxxxxxx~~

~~[FORM OF PROXY CARD]~~

~~PROXY~~

~~BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEX~~

~~JOINT SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 2018~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES~~


		~~IMPORTANT NOTICE~~
		~~REGARDING THE AVAILABILITY OF PROXY MATERIAL~~ ~~for the Joint Special Meetings of Shareholders on November 21, 2018.~~
		~~The Joint Proxy Statement for this meeting is available at:~~
		~~https://www.proxy-direct.com/blk-30180~~


		~~VOTE BY PHONE~~
		~~Call1-800-337-3503~~
		*~~Follow the recorded instructions~~~~available 24 hours~~***

		~~VOTE BY MAIL~~
		~~Vote, sign and date this Proxy Card and~~ ~~return in the postage-paid envelope~~

~~FUND~~

~~FundName1~~

~~PLEASE REVIEW THE OTHER SIDE OF THIS CARD FOR YOUR PROPOSALS.~~

~~THANK YOU FOR PARTICIPATING, YOUR VOTE IS IMPORTANT!~~

~~THIS PROXY CARD IS VALID ONLY WHEN 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:~~☒

A Fund

~~Proposals~~

~~1(a). To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.~~

☐

~~To vote~~~~all~~Name~~Nominees~~~~FOR~~

☐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.

BATS: Series C Portfolio

~~To vote~~~~all~~~~Nominees~~~~AGAINST~~

N/A

☐

●

~~To vote~~~~all~~~~Nominees~~~~ABSTAIN~~ ~~or vote separately by Nominee below~~

N/A

●

N/A

●

A-1

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~01 Bruce R. Bond~~

☐

~~02 Susan J. Carter~~

☐

~~03 Collette Chilton~~

☐

~~04 Neil A. Cotty~~

☐

~~05 Robert Fairbairn~~

☐

~~06 Lena G. Goldberg~~

☐

~~07 Robert M. Hernandez~~

☐

~~08 Henry R. Keizer~~

☐

~~09 Cynthia A. Montgomery~~

☐

~~10 Donald C. Opatrny~~

☐

~~11 John M. Perlowski~~

☐

~~12 Joseph P. Platt~~

☐

~~13 Mark Stalnecker~~

☐

~~14 Kenneth L. Urish~~

☐

~~15 Claire A. Walton~~

☐

~~2(a).~~

~~To provide voting instructions to the Group A Feeder Funds to vote for the election of fifteen Board Nominees to the board of directors/trustees of their corresponding Master Fund.~~

☐

~~To vote~~~~all~~~~Nominees~~~~FOR~~

☐

~~To vote~~~~all~~~~Nominees~~~~AGAINST~~

☐

~~To vote~~~~all~~~~Nominees~~~~ABSTAIN~~ ~~or vote separately by Nominee below~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~FOR~~

~~AGAINST~~

~~ABSTAIN~~

~~01 Bruce R. Bond~~

☐

~~02 Susan J. Carter~~

☐

~~03 Collette Chilton~~

☐

~~04 Neil A. Cotty~~

☐

~~05 Robert Fairbairn~~

☐

~~06 Lena G. Goldberg~~

☐

~~07 Robert M. Hernandez~~

☐

~~08 Henry R. Keizer~~

☐

~~09 Cynthia A. Montgomery~~

☐

~~10 Donald C. Opatrny~~

☐

~~11 John M. Perlowski~~

☐

~~12 Joseph P. Platt~~

☐

~~13 Mark Stalnecker~~

☐

~~14 Kenneth L. Urish~~

☐

~~15 Claire A. Walton~~

☐

~~To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.~~

~~Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below~~

~~Note~~:


~~Date (mm/dd/yyyy) — Please print date below~~		~~Signature 1 — Please keep signature within the box~~	~~Signature 2 — Please keep signature within the box~~
	*~~/ /~~*

~~Scanner bar code~~

_∎Fund

~~xxxxxxxxxxxxxx~~Name

~~BLK 30180~~

~~xxxxxxxx~~

+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.

BATS: Series M Portfolio

N/A

●

N/A

●

N/A

●

BATS: Series S Portfolio

N/A

●

N/A

●

N/A

●

BlackRock Total Return Fund

●

N/A

●

N/A

●

N/A

BlackRock Tactical Opportunities Fund

●

N/A

●

BlackRock Global Long/Short Credit Fund

●

N/A

●

N/A

BlackRock Core Bond Portfolio

●

N/A

●

BlackRock Emerging Markets Flexible Dynamic Bond Portfolio

●

N/A

●

N/A

●

BlackRock GNMA Portfolio

●

N/A

●

BlackRock Inflation Protected Bond Portfolio

●

N/A

●

N/A

●

BlackRock Low Duration Bond Portfolio

●

N/A

●

BlackRock Strategic Income Opportunities Portfolio

●

N/A

●

N/A

●

N/A

BlackRock CoreAlpha Bond Fund

●

N/A

●

N/A

BlackRock Long-Horizon Equity Fund

●

N/A

●

N/A

●

N/A

BlackRock Strategic Global Bond Fund, Inc.

●

N/A

●

N/A

●

N/A

~~[FORM OF N&A]~~

~~BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEX~~A-2

~~IMPORTANT PROXY INFORMATION~~

~~Your Vote Counts!~~


		~~PLEASE USE THE14-DIGIT~~~~CONTROL NUMBER~~ &~~8-DIGIT~~~~SECURITY CODE~~ ~~LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET~~.~~When you are ready to vote, you can use the same Control Number & Security Code to record your vote.~~

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

Master Total Return Portfolio

●

N/A

●

N/A

●

N/A

CoreAlpha Bond Master Portfolio

●

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

APPENDIX B

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.

~~Joint Special Meetings Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions.~~

Borrow money, except as permitted under the Investment Company Act.

~~Important Notice Regarding~~Issue senior securities to the ~~Availability of Proxy Materials for~~extent such issuance would violate the ~~BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEX Joint Special Meetings of Shareholders to Be Held on November 21, 2018.~~

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.~~

~~ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS~~

Investment Company Act.

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.

~~EASY ONLINE ACCESS~~ –~~REQUEST BY INTERNET~~

~~Log on~~Underwrite securities issued by others, except to the ~~Internet and go to:https://www.proxy-direct.com/blk-30180~~

~~On this site you can view~~extent that the ~~Proxy Materials online, request paper copies, request~~sale of portfolio securities by the Fund may be deemed to be an ~~email with a link~~underwriting or as otherwise permitted by applicable law.

Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.

Make loans to the ~~materials and/or set future delivery preferences.~~

~~Just follow~~extent prohibited by the ~~steps outlined on this secure website.~~Investment Company Act.

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

APPENDIX C

Outstanding Shares

[to be provided in definitive proxy statement]


Fund Name	Class	Shares Outstanding on Record Date
BATS: Series C Portfolio ~~TELEPHONE REQUESTS - CALL1-877-816-5331~~ ~~Obtain paper copies of the Proxy Materials with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. at~~~~NO CHARGE~~~~to you~~.~~Follow the instructions provided in the recorded messages.~~
BATS: Series M Portfolio
~~E-MAIL~~ ~~REQUEST AT: proxymaterials@computershare.com:~~BATS: Series S Portfolio ~~Email us to request Proxy Materials for the Joint Special Meetings of~~~~Shareholders and/or to set future delivery preferences.~~
BlackRock Balanced Capital Fund, Inc. - ~~Provide only your14-Digit~~ ~~Control Number~~ ~~and8-Digit~~ ~~Security Code~~ ~~as listed on this Notice in your email request for materials.~~

BlackRock Total Return Fund
BlackRock Total Return Fund
BlackRock Tactical Opportunities Fund
BlackRock Tactical Opportunities Fund
BlackRock Global Long/Short Credit Fund
BlackRock Global Long/Short Credit Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Core Bond Portfolio
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio - ~~If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the email address.~~

BlackRock GNMA Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Strategic Income Opportunities Portfolio
BlackRock Strategic Income Opportunities Portfolio
BlackRock CoreAlpha Bond Fund
BlackRock CoreAlpha Bond Fund
BlackRock Long-Horizon Equity Fund
BlackRock Long-Horizon Equity Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Strategic Global Bond Fund, Inc.
BlackRock U.S. Mortgage Portfolio
BlackRock U.S. Mortgage Portfolio
Master Total Return Portfolio
Master Total Return Portfolio
CoreAlpha Bond Master Portfolio
CoreAlpha Bond Master Portfolio

C-1

APPENDIX D

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:


~~PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN NOVEMBER 15, 2018, TO FACILITATE TIMELY DELIVERY.~~Fund Name/Name of Class	Name	Address	Shares Beneficially Owned	Percentage of Outstanding Shares of Class Owned (Name of Class)
BATS: Series C Portfolio
BATS: Series C Portfolio
BATS: Series M Portfolio
BATS: Series M Portfolio
BATS: Series S Portfolio
BATS: Series S Portfolio
BlackRock Balanced Capital Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Total Return Fund
BlackRock Total Return Fund
BlackRock Tactical Opportunities Fund
BlackRock Tactical Opportunities Fund
BlackRock Global Long/Short Credit Fund
BlackRock Global Long/Short Credit Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Core Bond Portfolio
BlackRock Core Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock GNMA Portfolio
BlackRock GNMA Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Low Duration Bond Portfolio

D-1


~~FUNDS~~ BlackRock Strategic Income Opportunities Portfolio		~~FUNDS~~		~~FUNDS~~
	~~Fund 1~~		~~Fund 2~~		~~Fund 3~~
~~Fund 4~~		~~Fund 5~~		~~Fund 6~~
~~Fund 7~~
BlackRock CoreAlpha Bond Fund 8		~~Fund 9~~
BlackRock CoreAlpha Bond Fund 8	~~Fund 10~~		~~Fund 11~~		~~Fund 12~~
~~Fund 13~~		~~Fund 14~~
		~~Fund 15~~
~~Fund 16~~		~~Fund 17~~		~~Fund 18~~
BlackRock Long-Horizon Equity Fund 19		~~Fund 20~~		~~Fund 21~~
BlackRock Long-Horizon Equity Fund 19	~~Fund 22~~		~~Fund 23~~		~~Fund 24~~
~~Fund 25~~		~~Fund 26~~		~~Fund 27~~
~~Fund 28~~
BlackRock Strategic Global Bond Fund, 29Inc.		~~Fund 30~~

~~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


~~1(a).~~
~~To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.~~BlackRock U.S. Mortgage Portfolio

CoreAlpha Bond Master Portfolio

~~1(b).~~*

~~To elect eleven Board Nominees to~~Indicates record holders that do not beneficially hold the ~~board of directors/trustees of the Group B Funds.~~shares.

~~2(a).~~

~~To provide voting instructions to the Group A Feeder Funds to vote for the election of fifteen Board Nominees to the board of directors/trustees of their corresponding Master Fund.~~

~~2(b).~~

~~To provide voting instructions to BlackRock CoreAlpha Bond Fund to vote for the election of eleven Board Nominees to the board of trustees of CoreAlpha Bond Master Portfolio.~~

~~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

~~YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN~~

~~Common Questions about Notice and Access~~

~~Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement?~~

The Funds have elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this shareholder meeting and all future shareholder meetings, or you can make that choice on a~~case-by-case~~ ~~basis.~~

~~How do I access the materials, set my preference for future shareholder meeting materials, and record my vote?~~

~~On the front side of this Notice 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~~


☒	Preliminary Proxy Statement

~~Check the appropriate box:~~ ☐
☐ ~~Preliminary Proxy Statement~~	☐	Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))
☒ ~~Definitive Proxy Statement~~
☐ ~~Definitive Additional Materials~~	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	☐Soliciting Material Pursuant to§ 240.14a-12

☒ ~~No fee required.~~

☒		No fee required.

☐		☐Fee computed on table below per Exchange Act Rules14a-6(i)~~(4)~~(1) and0-11.


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


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 ~~“Fund” or an “Equity-Liquidity~~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” only


Proposal	~~Proposal~~	Shareholders Entitled to Vote and/or Provide Voting Instructions
~~PROPOSAL 1(a)~~	Proposal 1: To ~~elect fifteen Board Nominees~~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 ~~board~~bylaws of ~~directors/trustees~~BlackRock Bond Fund, Inc. to reflect the amendment or elimination of ~~the Group A Funds (Board II).~~such fundamental investment restrictions	Shareholders of ~~Group A Funds listed below, with respect~~each Fund other than Balanced Capital Fund, voting separately


		(1)		Title of each class of securities to which transaction applies:


☐		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.


~~PROPOSAL 1(b)~~ Proposal	~~To elect eleven Board Nominees~~Shareholders Entitled to ~~the board of directors/trustees of the Group B Funds (Board I).~~	~~Shareholders of Group B Funds listed below, with respect to their Fund~~Vote and/or Provide Voting Instructions

~~PROPOSAL 2(a)~~	Proposal 2: To provide voting instructions to ~~the Group A Feeder Funds~~Balanced Capital Fund, Total Return Fund and CoreAlpha Bond Fund to vote for the ~~election~~amendment or elimination, as applicable, of ~~fifteen Board Nominees to~~certain of the ~~board~~fundamental investment restrictions of ~~directors/trustees of their corresponding~~ Master ~~Fund.~~Total Return and CoreAlpha Bond Master, as applicable, as contemplated by Proposal 1	Shareholders of ~~Group A Feeder Funds,~~Balanced Capital Fund and Total Return Fund, voting separately with respect to ~~their Group A Feeder~~Master Total Return, and shareholders of CoreAlpha Bond Fund, voting separately with respect to CoreAlpha Bond Master

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 2(b)~~	Proposal 4: To provide voting instructions to ~~BlackRock~~ CoreAlpha Bond Fund ~~a series of BlackRock Funds VI (“BlackRock CoreAlpha Bond Fund”)~~ to vote for the ~~election~~elimination of ~~eleven Board Nominees to~~ the ~~board~~non-fundamental investment restriction regarding exercising for the purpose of ~~trustees~~exercising control or management of CoreAlpha Bond Master, ~~Portfolio, a series~~as contemplated by Proposal 3	Shareholders of ~~Master Investment Portfolio II (“~~CoreAlpha Bond ~~Master Portfolio”).~~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 ~~CoreAlpha Bond~~Long-Horizon Equity Fund only

	~~To transact such other business as may properly come before the Meeting or~~


	Page

JOINT PROXY STATEMENT		1

PROPOSALS 1.A. THROUGH 1.N. AND PROPOSALS 2.A. THROUGH 2.J. — 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		7

~~PROPOSALS 1(a), 1(b), 2(a) and 2(b)—ELECTION OF BOARD NOMINEES~~Background		87

~~VOTE REQUIRED AND MANNER OF VOTING PROXIES~~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.		369

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Proposals 1.B. and 2.B.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Borrowing and the Issuance of Senior Securities.		3812

~~ADDITIONAL INFORMATION~~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.		3914

~~Appendix A –~~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, ~~Information/Quorum and Voting Requirements~~to Approve an Amendment to the Bylaws of BlackRock Bond Fund to Reflect the Amendment of Such Fundamental Investment Restriction.		~~A-1~~16

~~Appendix B – Master/Feeder Structures~~Proposals 1.E. and 2.E.—To Approve the Amendment of the Fundamental Investment Restriction Regarding Investing in Real Estate.		~~B-1~~18

~~Appendix C – Shares Outstanding/Votes~~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.		~~C-1~~20

~~Appendix D – Compensation~~Proposals 1.G. and 2.G.—To Approve the Amendment of the ~~Existing Board Members~~Fundamental Investment Restriction Regarding Investing in Commodities. ~~and Board Nominees~~		~~D-1~~22

~~Appendix E – Equity Securities Owned by Board Members~~Proposals 1.H. and ~~Board Nominees~~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.		~~E-1~~23

~~Appendix F – Meetings~~Proposals 1.I. and 2.I.—To Approve the Amendment of the ~~Boards~~Fundamental Investment Restriction Regarding Diversification.		~~F-1~~26


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.			28

~~Appendix G – Executive Officers~~Proposal 1.K.—To Approve the Elimination of the ~~Funds~~Fundamental Investment Restriction Regarding Purchasing Commodities Contracts and Investing in Oil, Gas or Mineral Exploration or Development Programs.			~~G-1~~29

~~Appendix H – Audit Fees, Audit-Related Fees, Tax Fees and All~~Proposal 1.L.—To Approve the Elimination of the Fundamental Investment Restriction Regarding Acquiring Other ~~Fees to Independent Registered Public Accountants~~Investment Companies.			~~H-1~~30

~~Appendix I –~~Proposal 1.M.—To Approve the Elimination of the Fundamental Investment ~~Manager,Sub-Advisers~~Restriction Regarding Writing and ~~Administrators~~Selling Options, Straddles and Spreads.			~~I-1~~31

~~Appendix J – 5% Share Ownership~~Proposal 1.N.—To Approve the Elimination of the Fundamental Investment Restriction Regarding the Purchase of Securities on Margin and Short Sales.			~~J-1~~32

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			35

PROPOSAL 5 — TO APPROVE AN AMENDMENT TO THE BYLAWS OF BLACKROCK BOND FUND, INC. TO REMOVE FUNDAMENTAL POLICIES AND ALL REFERENCES THERETO			37

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			38

VOTE REQUIRED AND MANNER OF VOTING PROXIES			45

ADDITIONAL INFORMATION			47

Investment Adviser, Principal Underwriter and Administrator			47

Voting Rights			47

Share and Class Information			47

Ownership Information			47

Expenses and Methods of Proxy Solicitation			48

Shareholder Meetings			48

Shareholder Proposals			48

Communications with the Board			48

General			49

APPENDIX A: FUNDAMENTAL INVESTMENT RESTRICTION PROPOSALS AND FUNDS AFFECTED			A-1



APPENDIX B: LIST OF APPLICABLE FUNDAMENTAL INVESTMENT RESTRICTIONS			B-1

APPENDIX C: OUTSTANDING SHARES			C-1

APPENDIX D: 5% SHAREHOLDER OWNERSHIP			D-1


	~~Proposal~~	~~Shareholders Entitled to Vote~~
~~PROPOSAL 1(a)~~	~~To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds (Board II).~~	~~Shareholders of Group A Funds listed below, with respect to their Fund, with shareholders of all Portfolios of a Fund voting together~~

~~PROPOSAL 1(b)~~Proposal	Shareholders Entitled to Vote and/or Provide Voting Instructions
Proposal 1: To ~~elect eleven Board Nominees~~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 ~~board~~bylaws of ~~directors/trustees~~BlackRock Bond Fund, Inc. to reflect the amendment or elimination of ~~the Group B Funds (Board I).~~ such fundamental investment restrictions	Shareholders of ~~Group B Funds listed below, with respect to their~~each Fund ~~with shareholders of all Portfolios of a~~other than Balanced Capital Fund, voting ~~together~~ separately

~~PROPOSAL 2(a)~~	Proposal 2: To provide voting instructions to ~~the Group A Feeder Funds~~Balanced Capital Fund, Total Return Fund and CoreAlpha Bond Fund to vote for the ~~election~~amendment or elimination, as applicable, of ~~fifteen Board Nominees to the board of directors/trustees~~certain of the ~~corresponding~~fundamental investment restrictions of Master ~~Fund.~~ Total Return and CoreAlpha Bond Master, as applicable, as contemplated by Proposal 1	Shareholders of ~~Group A Feeder Funds,~~Balanced Capital Fund and Total Return Fund, voting separately with respect to ~~their Group A Feeder~~Master Total Return, and shareholders of CoreAlpha Bond Fund, voting separately with respect to CoreAlpha Bond Master

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 2(b)~~	Proposal 4: To provide voting instructions to ~~BlackRock~~ CoreAlpha Bond Fund ~~a series of BlackRock Funds VI (“BlackRock CoreAlpha Bond Fund”)~~ to vote for the ~~election~~elimination of ~~eleven Board Nominees to~~ the ~~board~~non-fundamental investment restriction regarding investing for the purpose of ~~trustees~~exercising control or management of CoreAlpha Bond Master, ~~Portfolio, a series of Master Investment Portfolio II (“CoreAlpha Bond Master Portfolio”).~~ 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 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 ~~CoreAlpha Bond~~Long-Horizon Equity Fund only


~~Name and~~ ~~Year of Birth~~^{1, 2}	~~Current~~ ~~Position(s)~~ ~~Held with~~ ~~Funds~~ ~~(Length of~~ ~~Service)~~³	~~Principal Occupation(s)~~ ~~During Past Five Years~~	~~Number of~~ ~~BlackRock-Advised~~ ~~Registered Investment~~ ~~Companies (“RICs”)~~ ~~Consisting of~~ ~~Investment Portfolios~~ ~~(“Portfolios”)~~		~~Public~~ ~~Company and~~ ~~Other Investment~~ ~~Company~~ ~~Directorships~~ ~~Held~~ ~~During Past~~ ~~Five Years~~
~~Name and~~ ~~Year of Birth~~^{1, 2}		~~Principal Occupation(s)~~ ~~During Past Five Years~~	~~Overseen~~	~~To be~~ ~~Overseen~~⁴
~~Collette Chilton~~ ~~1958~~	~~Board Member (Since 2015)~~ ~~Nominee~~	~~Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006.~~	~~28 RICs~~ ~~consisting~~ ~~of 141~~ ~~Portfolios~~	~~44 RICs~~ ~~consisting~~ ~~of 195~~ ~~Portfolios~~	~~None~~

~~Neil A. Cotty~~ ~~1954~~	~~Board Member~~ ~~(Since 2016)~~ ~~Nominee~~	Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.	~~28 RICs~~ ~~consisting~~ ~~of 141~~ ~~Portfolios~~	~~44 RICs~~ ~~consisting~~ ~~of 195~~ ~~Portfolios~~	~~None~~

~~Lena G. Goldberg~~ ~~1949~~	~~Nominee~~	Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President-Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.	~~32 RICs~~ ~~consisting~~ ~~of 95~~ ~~Portfolios~~	~~44 RICs~~ ~~consisting~~ ~~of 195~~ ~~Portfolios~~	~~None~~

~~Robert M. Hernandez~~ ~~1944~~	~~Nominee~~	~~Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director andnon-executive~~ ~~Chairman, RTI International Metals, Inc. from 1990 to 2015; Director, TE Connectivity (electronics) from 2006 to 2012.~~	~~32 RICs~~ ~~consisting~~ ~~of 95~~ ~~Portfolios~~	~~44 RICs~~ ~~consisting~~ ~~of 195~~ ~~Portfolios~~	~~Chubb Limited (insurance company); Eastman Chemical Company~~


~~Board II Nominees~~Applicable Funds		~~Experience, Qualifications and Skills~~Current Fundamental Investment Restriction
~~Independent Board Nominees~~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 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.

~~Bruce R.~~BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio		~~Bruce R. Bond has served for approximately 20 years on~~The Fund may not purchase the ~~board~~securities of ~~registered~~issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of the Fund’s investments in that industry would exceed 25% of the current value of the Fund’s total assets, provided that this restriction does not limit the Fund’s: (i) investments in securities of other investment companies, ~~having served as a member of~~(ii) investments in securities issued or guaranteed by the ~~Board of~~U.S. Government, its agencies or instrumentalities, or (iii) investments in repurchase agreements, provided further that the ~~Equity-Bond Complex and its predecessor funds, including~~Fund reserves the legacy-BlackRock funds and the State Street Research Mutual Funds. He also has executive management and business experience, having served as president and chief executive officer of several communications networking companies. Mr. Bond also has corporate governance experience from his service as a director of a computer equipment company.

~~Susan J. Carter~~		Susan J. Carter has over 35 years of experience in investment management. She has served as President & Chief Executive Officer of Commonfund Capital, Inc. (“CCI”), a registered investment adviser focused on~~non-profit~~ ~~investors, from 1997~~right to 2013, Chief Executive Officer of CCI from 2013 to 2014 and Senior Advisor to CCI in 2015. Ms. Carter also served as trustee to the Pacific Pension Institute from 2014 to 2018. She currently serves as trustee to the Financial Accounting Foundation, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business, Board Member for Girls Who Invest, Advisory Board Member for Bridges Fund Management and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”). These positions have provided her with insight and perspective on the markets and the economy.

~~Collette Chilton~~		Collette Chilton has over 20 years of experience in investment management. She has held the position of Chief Investment Officer of Williams College since October 2006. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy.

~~Neil A. Cotty~~		~~Neil A. Cotty has more than 30 years of experience~~concentrate in the ~~financial services industry, including 19 years at Bank~~obligations of ~~America Corporation and~~domestic banks (as such term is interpreted by the Commission or its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation. staff.


~~Board II Nominees~~		~~Experience, Qualifications and Skills~~
~~Lena G. Goldberg~~		Lena G. Goldberg has more than 20 years of business and oversight experience, most recently through her service as a senior lecturer at Harvard Business School. Prior thereto, she held legal and management positions at FMR LLC/Fidelity Investments as well as positions on the boards of various Fidelity subsidiaries over a~~12-year~~ ~~period. She has additional corporate governance experience as a member of board and advisory committees for privately held corporations andnon-profit~~ ~~organizations. Ms. Goldberg also has more than 17 years of legal experience as an attorney in private practice, including as a partner in a law firm.~~

~~Robert M. Hernandez~~		Robert M. Hernandez has served for approximately 23 years on the board of registered investment companies, having served as Chair of the Board of the Equity-Bond Complex and as Vice Chairman and Chairman of the Audit and Nominating/Governance Committees of its predecessor funds, including certain legacy-BlackRock funds. Mr. Hernandez has business and executive experience through his service as group president, chief financial officer, Chairman and vice chairman, among other positions, of publicly-held energy, steel, and metal companies. He has served as a director of other public companies in various industries throughout his career. He also has broad corporate governance experience, having served as a board member of publicly-held energy, insurance, chemicals, metals and electronics companies.

~~Henry R. Keizer~~		Henry R. Keizer brings over 40 years of executive, financial, operational, strategic and global expertise gained through his 35 year career at KPMG, a global professional services organization and by his service as a director to both publicly and privately held organizations. He has extensive experience with issues facing complex, global companies and expertise in financial reporting, accounting, auditing, risk management, and regulatory affairs for such companies. Mr. Keizer’s experience also includes service as an audit committee chair to both publicly and privately held organizations across numerous industries including professional services, property and casualty reinsurance, insurance, diversified financial services, banking, direct to consumer, business to business and technology. Mr. Keizer is a certified public accountant and also served on the board of the American Institute of Certified Public Accountants.

~~Cynthia A. Montgomery~~		Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. The Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics.


		(1)		Amount Previously Paid:


		(2)		Form, Schedule or Registration Statement No.:


		(3)		Filing Party:


~~Board II Nominees~~		~~Experience, Qualifications and Skills~~
~~Donald C. Opatrny~~		~~Donald C. Opatrny has more than 39 years of business, oversight and executive experience, including through his service as president, director and investment committee chair for academic andnot-for-profit~~ organizations, and his experience as a partner, managing director and advisory director at Goldman Sachs for 32 years. He also has investment management experience as a board member of Athena Capital Advisors LLC.

~~Joseph P. Platt~~		Joseph P. Platt has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Platt currently serves as general partner at Thorn Partners, LP, a private investment company. Prior to his joining Thorn Partners, LP, he was an owner, director and executive vice president with Johnson and Higgins, an insurance broker and employee benefits consultant. He has over 25 years of experience in the areas of insurance, compensation and benefits. Mr. Platt also serves on the boards of public, private and~~non-profit~~ ~~companies.~~

~~Mark Stalnecker~~		Mark Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private and~~non-profit~~ ~~boards.~~

~~Kenneth L. Urish~~		Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm.

~~Claire A. Walton~~		Claire A. Walton has over 25 years of experience in investment management. She has served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/short~~non-U.S.~~ equity investments, and has been an owner and General Partner of Neon Liberty Capital Management, LLC since 2003, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy.


~~Board II Nominees~~		~~Experience, Qualifications and Skills~~
~~Interested Board Nominees~~

~~Robert Fairbairn~~		Robert Fairbairn has more than 20 years of experience with BlackRock, Inc. and over 28 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Senior Managing Director of BlackRock, Inc. with oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group, Member of BlackRock’s Global Executive and Global Operating Committees and~~Co-Chair~~ of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares^® ~~businesses, Head of BlackRock’s Global Client Group and Chairman of BlackRock’s international businesses. Mr. Fairbairn also serves as a board member for the Equity-Bond~~Applicable Funds ~~and theClosed-End~~ ~~Funds.~~

~~John M. Perlowski~~		John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the Equity-Bond Funds and the~~Closed-End~~ ~~Funds.~~


~~Name and~~ ~~Year of Birth~~^1,2	~~Current~~ ~~Position(s)~~ ~~Held with~~ ~~Funds~~ ~~(Length of~~ ~~Service)~~³	~~Principal Occupation(s)~~ ~~During Past Five Years~~	~~Number of~~ ~~BlackRock-Advised~~ ~~Registered Investment~~ ~~Companies (“RICs”)~~ ~~Consisting of Investment~~ ~~Portfolios (“Portfolios”)~~		~~Public~~ ~~Company and~~ ~~Other Investment~~ ~~Company~~ ~~Directorships~~ ~~Held~~ ~~During Past~~ ~~Five Years~~
~~Name and~~ ~~Year of Birth~~^1,2		~~Principal Occupation(s)~~ ~~During Past Five Years~~	~~Currently~~ ~~Overseen~~	~~To Be~~ ~~Overseen~~⁴
~~Cynthia L. Egan~~ ~~1955~~	~~Nominee~~	Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.	~~73 RICs~~ ~~consisting~~ ~~of 73~~ ~~Portfolios~~	~~89 RICs~~ ~~consisting~~ ~~of 114~~ ~~Portfolios~~	~~Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016~~

~~Frank J. Fabozzi~~ ~~1948~~	~~Nominee~~	Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professoreach investment, in the ~~Practice~~securities of ~~Finance, Yale University School of Management from 1994 to 2011~~issuers in any particular industry (excluding the U.S. Government and ~~currently a Teaching Fellow in Yale’s Executive Programs; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011.~~	~~73 RICs~~ ~~consisting~~ ~~of 73~~ ~~Portfolios~~	~~89 RICs~~ ~~consisting~~ ~~of 114~~ ~~Portfolios~~	~~None~~

~~Henry Gabbay~~ ~~1947~~	~~Nominee~~	~~Board Member, Equity-Bond Board since 2007; Board Member, Equity-Liquidity~~its agencies and~~Closed-End~~ Fund Boards from 2007 through 2014; Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain~~closed-end~~ ~~funds in the BlackRock fund complex from 1989 to 2006.~~	~~32 RICs~~ ~~consisting~~ ~~of 95~~ ~~Portfolios~~	~~89 RICs~~ ~~consisting~~ ~~of 114~~ ~~Portfolios~~	~~None~~

~~R. Glenn Hubbard~~ ~~1958~~	~~Nominee~~	~~Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988.~~	~~73 RICs~~ ~~consisting~~ ~~of 73~~ ~~Portfolios~~	~~89 RICs~~ ~~consisting~~ ~~of 114~~ ~~Portfolios~~	~~ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014~~


~~Board I Nominees~~Applicable Funds		~~Experience, Qualifications and Skills~~Current Fundamental Investment Restriction
~~Independent Board Nominees~~BlackRock Total Return Fund, BlackRock U.S. Mortgage Portfolio and Master Total Return Portfolio

~~Richard E. Cavanagh~~		~~Richard E. Cavanagh is expected~~The Fund may not borrow money, except that (i) the Fund may borrow from banks (as defined in the Investment Company Act) in amounts up to ~~bring~~33¹/3% of its total assets (including the amount borrowed), (ii) the Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and (iv) the Fund may purchase securities on margin to the ~~Boards a wealth~~extent permitted by applicable law. The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted by the Fund’s investment policies as set forth in its Prospectus and Statement of ~~practical business knowledge~~Additional Information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued and ~~leadership as an experienced director/trustee of various public~~forward commitment transactions and private companies. In particular, because Mr. Cavanagh served for over a decade as President and Chief Executive Officer of The Conference Board, Inc., a global business research organization, he is able to provide the Boards with expertise about business and economic trends and governance practices. Mr. Cavanagh created the “blue ribbon” Commission on Public Trust and Private Enterprise in 2002, which recommended corporate governance enhancements. Mr. Cavanagh’s service as a director of The Guardian Life Insurance Company of America and as a senior advisor and director of The Fremont Group provides added insight intosimilar investment ~~trends and conditions. Mr. Cavanagh’s long-standing service as a director/trustee/chair of theClosed-End~~strategies. Funds also provides him with a specific understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Cavanagh is also an experienced board leader, having served as the lead independent director of a NYSE public company (Arch Chemicals) and as the Board Chairman of the Educational Testing Service and the Volunteers of America.

~~Karen P. Robards~~		The Boards are expected to benefit from Karen P. Robards’s many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robards’s prior position as an investment banker at Morgan Stanley provides useful oversight of the Funds’ investment decisions and investment valuation processes. Additionally, Ms. Robards’s experience as a director of publicly held and private companies allows her to provide the Boards with insight into the management and governance practices of other companies. Ms. Robards’s long-standing service on the boards of directors/trustees of


~~Board I Nominees~~Applicable Funds		~~Experience, Qualifications and Skills~~Current Fundamental Investment Restriction
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~~Closed-End~~¹ ~~Funds also provides her with a specific understanding~~/3% of its total assets (including the ~~BlackRock-advised Funds, their operations,~~amount borrowed), (b) the Fund may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (c) the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, (d) the ~~business~~Fund may purchase securities on margin to the extent permitted by applicable law and ~~regulatory issues facing~~(e) the ~~BlackRock-advised Funds.~~Fund may engage in transactions in mortgage dollar rolls which are accounted for as financings.

~~Michael J. Castellano~~ BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio		The ~~Boards are expected~~Fund may not borrow money, except to ~~benefit from Michael J. Castellano’s career in accounting which spans over forty years. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd.~~the extent permitted under the Investment Company Act, including the rules, regulations and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice President—Chief Control Officer for Merrill Lynch’s capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President—Corporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellano currently serves as a director for CircleBlack Inc. any orders obtained thereunder.

~~Cynthia L. Egan~~ BlackRock Long-Horizon Equity Fund		~~Cynthia L. Egan is expected~~The Fund may not borrow money, except that (i) the Fund may borrow in amounts up to ~~bring~~33¹/3% of its total assets (including the amount borrowed), (ii) the Fund may, to the ~~Boards a broad~~extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Fund may obtain such short term credit as may be necessary for the clearance of purchases and ~~diverse knowledge~~sales of ~~investment companies~~portfolio securities and (iv) the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisorFund may purchase securities on margin to the ~~U.S. Department~~extent permitted by applicable law. The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted by the Fund’s investment policies as set forth in its Prospectus and Statement of ~~Treasury~~Additional Information, as ~~an expert~~they may be amended from time to time, in ~~domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve~~connection with hedging transactions, short sales, when-issued and ~~the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance,~~forward commitment transactions and ~~of The Hanover Group, a public property casualty insurance company.~~ similar investment strategies.

~~Frank J. Fabozzi~~ BlackRock Strategic Global Bond Fund, Inc.		~~Frank J. Fabozzi has served~~The Fund may not borrow money, except that (i) the Fund may borrow from banks (as defined in the Investment Company Act) in amounts up to 33¹/3% of its total assets (including the amount borrowed), (ii) the Fund may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for ~~over 25 years~~temporary purposes, (iii) the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the ~~boards of registered investment companies. Dr. Fabozzi holds~~extent permitted by applicable law. The Fund may not pledge its assets other than to secure such borrowings or, to the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both givenextent permitted by the ~~CFA Institute. The Boards benefit~~Fund’s investment policies as set forth in its Prospectus and Statement of Additional Information, as they may be amended from ~~Dr. Fabozzi’s experiences as a professor~~time to time, in connection with hedging transactions, short sales, when-issued and ~~author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT,~~forward commitment transactions and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in thesimilar investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry.

~~Henry Gabbay~~		Henry Gabbay’s many years of experience in finance provide the Boards with a wealth of practical business knowledge and leadership. In particular, Mr. Gabbay’s experience as a Consultant for and Managing strategies.


~~Board I Nominees~~Applicable Funds		~~Experience, Qualifications and Skills~~Current Fundamental Investment Restriction
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		~~Director of BlackRock, Inc., Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides~~The Fund may not issue senior securities to the Funds with greater insight into the analysis and evaluation of both its existing investment portfolios and potential future investments as well as enhanced oversight of their investment decisions and investment valuation processes. In addition, Mr. Gabbay’s former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certain~~Closed-End~~ ~~Funds, as well as his former positions on the Equity-Liquidity andClosed-End~~ Fund Boards and his current position as an Independent Board Member of each of the Equity-Bond Funds, provide the Board with direct knowledge of the operations of the BlackRock-advised Funds and their investment adviser. Mr. Gabbay’s previous service on and long-standing relationship with the Boards also provide him with a specific understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. extent such issuance would violate applicable law.

~~R. Glenn Hubbard~~ BlackRock CoreAlpha Bond Fund and CoreAlpha Bond Master Portfolio		R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard serves as the Dean of Columbia Business School, has served as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviserThe Fund may not issue senior securities, except to the ~~President of~~extent permitted under the ~~United States adds a dimension of balance to~~Investment Company Act, including the ~~Funds’ governance~~rules, regulations and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Boards with the benefit of his experience with the management practices of other financial companies.

~~W. Carl Kester~~		The Boards are expected to benefit from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Boards a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including~~co-editing~~ ~~a leading volume of finance case studies used worldwide.~~

~~Catherine A. Lynch~~		Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Boards by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch also holds the designation of Chartered Financial Analyst.

~~Interested Board Nominees~~

~~Robert Fairbairn~~		Robert Fairbairn has more than 20 years of experience with BlackRock, Inc. and over 28 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Senior Managing Director of BlackRock, Inc. with oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group, Member of any orders obtained thereunder.


~~Board I Nominees~~Applicable Funds		~~Experience, Qualifications~~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 ~~Skills~~BlackRock Strategic Income Opportunities Portfolio		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.


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).


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.


Applicable Funds		Current Fundamental Investment Restriction
		~~BlackRock’s Global Executive and Global Operating Committees andCo-Chair~~certain countries will not be deemed the making of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares^® ~~businesses, Head of BlackRock’s Global Client Group and Chairman of BlackRock’s international businesses. Mr. Fairbairn also serves as a board member~~investments for the ~~Equity-Bond Funds and theClosed-End~~ ~~Funds.~~ purpose of exercising control or management.

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.


~~John M. Perlowski~~Applicable Funds		John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the Equity-Bond Funds and the~~Closed-End~~ ~~Funds.~~Current Fundamental Investment Restriction
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.


~~Name and~~ ~~Year of Birth~~^{1, 2}	Current	~~Position(s)~~Proposed ~~Held~~
~~(Length of~~Diversification ~~Service)~~³Classification	~~Principal Occupation(s)~~ ~~During Past Five Years~~ The Fund may not make any investment inconsistent with the Fund’s classification as a diversified company under the Investment Company Act.	~~Number of~~ ~~BlackRock-~~ ~~Advised~~ ~~Registered~~ Eliminate current diversification policy under the Investment ~~Companies~~ ~~(“RICs”)~~ ~~Consisting of~~ ~~Investment~~ ~~Portfolios~~ ~~(“Portfolios”)~~ ~~Currently~~ ~~Overseen~~	~~Public~~ Company ~~and~~ ~~Other Investment~~ ~~Company~~ ~~Directorships~~ ~~Held~~ ~~During Past~~ ~~Five Years~~Act.
*~~Independent Existing Board Members~~*


~~Rodney D. Johnson~~ ~~1941~~	~~Chair of~~ ~~the~~ ~~Existing~~ ~~Board~~ ~~and~~ ~~Board~~ ~~Member~~Current ~~(Since~~ ~~2007)~~	~~President, Fairmount Capital Advisors, Inc. from 1987~~Proposed
Non-Fundamental Policy with respect to ~~2013; Member~~treatment of securities issued or guaranteed by the ~~Archdiocesan Investment Committee~~government of ~~the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011; Director, The Mainstay(non-profit)~~ ~~since 2016.~~any one foreign country	~~28 RICs~~ ~~consisting~~ In addition, as a non-fundamental policy that may be changed by the Board of ~~141~~ ~~Portfolios~~Trustees and to the extent required by the Commission or its staff, the Fund will, for purposes of fundamental investment restriction (1), treat securities issued or guaranteed by the government of any one foreign country as the obligations of a single issuer.	~~None~~If Proposal 6 is approved, eliminate current non-fundamental policy with respect to the treatment of securities issued or guaranteed by the government of any one foreign country.
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


~~Robert C. Robb, Jr.~~⁴ ~~1945~~	~~Board~~ ~~Member~~ ~~(Since~~ ~~2007)~~Current	~~Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981 and Principal since 2010.~~Proposed
	~~28 RICs~~ ~~consisting~~ ~~of 141~~ ~~Portfolios~~	~~None~~determined by BlackRock. Such screening criteria may include (i) companies with exposure to controversial weapons, nuclear weapons, civilian firearms, tobacco, or specific fossil fuels beyond specified thresholds as determined by BlackRock and (ii) UN Global Compact violators. Notwithstanding the foregoing, the Fund may have indirect exposure (through derivatives and investments in other investment companies) to issuers that do not satisfy such screening criteria described above. BlackRock, in its sole discretion, may add or remove certain screening criteria from time to time without notice to shareholders.
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.


	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.
~~Independent Existing Board Members~~Benchmark

~~Rodney D. Johnson~~	Rodney D. Johnson has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 25 years of experience as a financial advisor covering a range of engagements, which has broadened his knowledge of and experience with the investment management business. Prior to founding Fairmount Capital Advisors, Inc., Mr. Johnson served as Chief Financial Officer of Temple University for four years. He served as Director of Finance and Managing Director, in addition to a variety of other roles, for the City of Philadelphia, and has extensive experience in municipal finance. Mr. Johnson was also a tenured associate professor of finance at Temple University and a research economist with the Federal Reserve Bank of Philadelphia.

~~Robert C. Robb, Jr.~~ MSCI ACWI Index	Robert C. Robb, Jr. has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Robb has over 30 years of experience in management consulting and has worked with many companies and business associations located throughout the United States, including being a former director of PNC Bank Board and a former director of Brinks, Inc. Mr. Robb brings to the Board a wealth of practical business experience across a range of industries. MSCI World Index

~~Frederick W. Winter~~ Portfolio Managers	~~Frederick W. Winter has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex~~Andrew Wheatley-Hubbard and ~~its predecessor funds, including the legacy BlackRock funds. The Board benefits from Mr. Winter’s years of academic experience, having served as a professor~~Molly Greenen	Alister Hibbert and dean emeritus of the Joseph M. Katz Graduate School of Business at the University of Pittsburgh since 2005, and dean thereof from 1997 to 2005. He is widely regarded as a specialist in marketing strategy, marketing management,~~business-to-business~~ ~~marketing and services marketing. He has also served as a consultant to more than 50 different firms.~~ Michael Constantis


	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~~		~~Shares Outstanding/Number of Votes~~
~~LifePath~~^® ~~Dynamic Retirement Master Portfolio~~		~~121,140,548.76~~

~~LifePath~~^® ~~Dynamic 2020 Master Portfolio~~		~~327,143,801.84~~

~~LifePath~~^® ~~Dynamic 2025 Master Portfolio~~		~~64,176,525.27~~

~~LifePath~~^® ~~Dynamic 2030 Master Portfolio~~		~~361,954,684.04~~

~~LifePath~~^® ~~Dynamic 2035 Master Portfolio~~		~~57,848,053.88~~

~~LifePath~~^® ~~Dynamic 2040 Master Portfolio~~		~~298,710,174.22~~

~~LifePath~~^® ~~Dynamic 2045 Master Portfolio~~		~~38,854,454.47~~

~~LifePath~~^® ~~Dynamic 2050 Master Portfolio~~		~~106,918,662.96~~

~~LifePath~~^® ~~Dynamic 2055 Master Portfolio~~		~~22,116,146.54~~

~~LifePath~~^® ~~Dynamic 2060 Master Portfolio~~		~~2,360,949.88~~

~~LifePath~~^® ~~Index Retirement Master Portfolio~~		~~1,338,173,425.93~~

~~LifePath~~^® ~~Index 2020 Master Portfolio~~		~~2,649,151,558.88~~

~~LifePath~~^® ~~Index 2025 Master Portfolio~~		~~3,085,444,413.93~~

~~LifePath~~^® ~~Index 2030 Master Portfolio~~		~~3,808,383,139.65~~

~~LifePath~~^® ~~Index 2035 Master Portfolio~~		~~2,729,391,036.34~~

~~LifePath~~^® ~~Index 2040 Master Portfolio~~		~~2,926,476,122.88~~

~~LifePath~~^® ~~Index 2045 Master Portfolio~~		~~1,905,248,922.01~~

~~LifePath~~^® ~~Index 2050 Master Portfolio~~		~~1,684,441,000.23~~

~~LifePath~~^® ~~Index 2055 Master Portfolio~~		~~845,726,718.75~~

~~LifePath~~^® ~~Index 2060 Master Portfolio~~		~~147,571,357.99~~

~~Money Market Master Portfolio~~		~~50,938,545,348.93~~

~~S&P 500 Index Master Portfolio~~		~~17,619,803,693.21~~

~~Total International ex U.S. Index Master Portfolio~~		~~911,707,975.19~~

~~Treasury Money Market Master Portfolio~~		~~8,210,502,175.91~~

~~U.S. Total Bond Index Master Portfolio~~		~~6,167,226,972.79~~

~~Master Large Cap Series LLC~~

~~Master Advantage Large Cap Core Portfolio~~		~~3,101,341,429.00~~

~~Master Advantage Large Cap Value Portfolio~~		~~656,477,671.00~~

~~Master Large Cap Focus Growth Portfolio~~		~~835,562,649.00~~

~~Master Money LLC~~		~~10,438,132,712.73~~

~~Master Treasury LLC~~		~~1,880,877,766.56~~

~~Quantitative Master Series LLC~~

~~Master Small Cap Index Series~~		~~1,988,334,063.85~~

~~Ready Assets Government Liquidity Fund~~		~~1,591,610,988.24~~

~~Ready Assets U.S.A. Government Money Fund~~		~~29,203,844.16~~

~~Ready Assets U.S. Treasury Money Fund~~		~~132,633,659.83~~


Fund/Portfolio	Shares Outstanding/Number of Votes
Retirement Series Trust	Class I	Class II
Retirement Reserves Money Fund	591,511,849.600	16,645,038.550


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	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 Funds^SM

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

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