UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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BBIF Money Fund
BBIF Treasury Fund
BIF Money Fund
BIF Treasury Fund
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value OpportunitiesAsian Dragon Fund, Inc.
BlackRock Basic ValueEmerging Markets Fund, Inc.
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund
BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock MunicipalFinancial Institutions Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunities Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short Term Bond Series, Inc.
BlackRock Short Term Bond Fund
BlackRock Focus Value Fund, Inc.
BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.Funds III
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.Funds IV
BlackRock World Income Fund, Inc.Funds VI
BlackRock International Value Trust
BlackRock International Value Fund
Master Value Opportunities LLC
Master Basic Value LLC
Master Focus Twenty LLC
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
Merrill Lynch U.S. Treasury Money Fund
BlackRock Index Funds, Inc.
BlackRock International Index Fund
BlackRock S&P 500 Index Fund
BlackRock Small Cap Index Fund
Merrill Lynch Ready Assets Trust
BlackRock Healthcare Fund,Large Cap Series Funds, Inc.
BlackRock Global Technology Fund, Inc.
CMA Money Fund
CMA Government Securities Fund
CMA Tax-Exempt Fund
CMA Treasury Fund
WCMA Government Securities Fund
WCMA Money Fund
WCMA Tax-Exempt Fund
WCMA Treasury Fund
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
BlackRock Global Financial Services Fund, Inc.
BlackRock Large Cap SeriesLiquidity Funds Inc.
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Merrill Lynch U.S.A. Government Reserves
BlackRock Series, Inc.
BlackRock International Fund
BlackRock Small Cap Growth Fund II
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series
Master International Index Series
Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill LynchMaster Institutional Fund
Merrill Lynch Premier Institutional Fund
Merrill Lynch Institutional Tax-Exempt FundMoney Market LLC
Global Financial Services Master LLCInvestment Portfolio
Master Investment Portfolio II
Master Large Cap Series LLC
Master Large Cap Core Portfolio
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Institutional Money Market LLC
Merrill Lynch Premier Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
BlackRock Master LLC
BlackRock Master Small Cap Growth Portfolio
BlackRock Master International Portfolio
Master Treasury LLC
Quantitative Master Tax-ExemptSeries LLC
MasterReady Assets Government Securities LLCLiquidity Fund
MasterReady Assets U.S.A. Government Money LLCFund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanthan the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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☐Fee computed on table below per Exchange Act Rules14a-6(i) |
Title of each class of securities to which transaction applies: |
Aggregate number of securities to which transaction applies: |
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BLACKROCK-ADVISED FUNDS*
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762October 3, 2018
[Date]Dear Shareholder:
Dear Shareholder:
A meetingJoint special meetings of your BlackRock-advised fundshareholders of the following funds (each, a “Fund” andor an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Funds”“Equity-Liquidity Complex”) will be held at the offices of [address],BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of the enclosed joint proxy statement for the date of your Fund’s meeting),Wednesday, November 21, 2018, at [time]10:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposals discussed in the enclosed joint proxy statement.
BBIF Money Fund
BBIF Treasury Fund
BIF Money Fund
BIF Treasury Fund
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock FundsSM
BlackRock Funds III
BlackRock Funds IV
BlackRock Funds VI
BlackRock Index Funds, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
BlackRock Series, Inc.
Funds For Institutions Series
Master Institutional Money Market LLC
Master Investment Portfolio
Master Investment Portfolio II
Master Large Cap Series LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
The Funds and the series of the Funds are set forth onAppendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were a shareholder of record of at least one Equity-Liquidity Fund on September 24, 2018 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of proposals recently approvedthe boards of directors/trustees overseeing the mutual funds andclosed-end funds advised by your Fund’s boardBlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). The current boards of directors or directors/trustees (each, an “Existing Board” and collectively,of the BlackRock-advised Funds (the “Existing Boards,” the members of which are referred to as “Board“Existing Board Members”). On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated are proposing this realignment following a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. These proposals would implement initiatives resulting from the Transaction.
Following the Transaction, BlackRock,comprehensive review in consultation with all ofBlackRock.
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors or directors/trustees of the funds in the BlackRock family of funds, undertookBlackRock-advised Funds within a comprehensive review of all of the funds currently advised by BlackRock affiliates, including the funds formerly advised by MLIM, with a goal of moving the funds to a more cohesive and rational operating platform. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, are referred to as the “Fund complex,” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) Subsequent to that review, and following extensive and substantial consultation with the Boards of the funds in the Fund complex, BlackRock recommended proposals designed to streamline and enhance the effectiveness of Board oversight of the Fund complex. At Board meetings held during May 2007, the Board Members approved these proposals, subject to approval by the Funds’ shareholders.
One or more of these proposals require your approval. We are seeking your approval of proposals relating to the following issues through the enclosed joint proxy statement.
1.Elect Board Members (all Funds). As described in the enclosed proxy statement, all shareholders are being asked to elect Board Members of their Funds. Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex.Complex. It is proposed that the Boardsthree current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated so thatinto two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the open-end funds are overseen by just two new boards (one new board would oversee certain equity funds, alloversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-endfunds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts and(collectively, the other new“Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would oversee certain other
focus on the oversight of the BlackRock-advised equity, fundsmulti-asset, index and all money market funds). It is also proposed that a third new board would overseefunds within the closed-end funds. (Each new board isBlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements. Board I and Board II are referred to together as a “New Board”
and collectively, the “New Boards.”) Each Board has reviewed
Following the qualifications and backgrounds of the nominees and believes that they are experiencedproposed realignment, certain Equity-Liquidity Funds (referred to in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page [ ] of the enclosed joint proxy statement the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the fundsas “Group B Funds”) would be overseen by the New BoardsBoard I, and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and,Equity-Liquidity Funds (referred to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at Newenclosed joint proxy statement as “Group A Funds”) would be overseen by Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex.
2.Approve Change in Investment Objective (Master Bond Portfolio and BlackRock Bond Fund only).II. As describedexplained in the enclosed joint proxy statement, shareholders of Master Bond Portfolio and BlackRock Bond FundGroup A Funds are being asked to approve a change in each suchelect fifteen nominees to Board II and shareholders of Group B Funds are being asked to elect eleven nominees to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewed and unanimously approved by your Fund’s investment objective to:Existing Board, subject to realize a total return that exceeds thatapproval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Indexapplicable Board Nominees and believe that their election is currently each Fund’s benchmark index and isin your best interest.
If you are a widely recognized unmanaged market-weighted index. The investment objectiveshareholder of each Fund will remain a fundamental policy that may be changed only by shareholder vote. If the amended investment objective is approved by shareholders, BlackRock Bond Fund will change its name to “BlackRock Total Return Fund.” Since total return is a combination of current income and capital appreciation, the change in investment objective is not expected to materially change the manner in which either BlackRock Bond Fund or Master Bond Portfolioa series of a Fund that is currently managed. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized as a “feeder” in a “master/feeder” structure andwhere the master fund is a feeder fund that invests allpart of its assets in Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond FundEquity-Liquidity Complex, you will also be asked to provide voting instructions to your feeder Fund as to how, as a beneficial owner of the master fund, your feeder Fund should vote onin connection with the proposal to approve changingelection of the investment objectiveBoard Nominees for the Board of Master Bond Portfolio.your feeder Fund’s respective master Fund.
Please note that separate joint proxy statements are being sent to the shareholders of [fund] and to the shareholders of the closed-end funds,BlackRock-advised Funds in the Equity-Bond Complex, who are also being asked to vote on the election of the applicable Board consolidation discussed above. Also,Nominees to the boards of directors/trustees of their BlackRock-advised Fund in the Equity-Bond Complex. If you were also a shareholder of record on the Record Date of one or more BlackRock-advised Funds in the Equity-Bond Complex, you will receive a separate joint proxy statement(s), proxy card(s) or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via the Internet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return each proxy card and/or voting instruction form you receive. If elected by shareholders of certain funds are being asked to consider reorganizations involving their funds. Separate proxy materials relating to those proposed fund reorganizations have been,the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be sentcommunicated to shareholders if the Meeting is adjourned, postponed or delayed.
The Existing Board responsible for your Fund recommends that you vote, or submit voting instructions, “FOR” the election of these funds.each of the applicable Board Nominees. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.
Your vote is important. Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. If you are a registered shareholder, to gain admission, you must present valid photographic identification, such as a driver’s license or passport. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee), you will also be required to show satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating share ownership as of the Record Date.
If you are a registered shareholder, you may vote your shares in person by ballot at the Meeting. If you hold your shares of a Fund organized inthrough a “master/feeder” structure,bank, broker, financial intermediary or other nominee, you will not be askedable to vote in connection with matters applicableperson at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your feeder Fund’s respective mastervote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meeting. Voting is quick and easy. Everything you need is enclosed. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By telephone;
By Internet;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the provided postage-paid return envelope; or
In person at the Meeting.
If you do not vote using one of these methods, you may be called by Computershare Fund (noted in Appendix A).Services (“Computershare”), the Funds’ proxy solicitor, to vote your shares.
The Board Members responsible for your Fund recommend that you vote “FOR” the proposal(s) with respect to your Fund. However, before you vote, please read the full text of the joint proxy statement for an explanation of each proposal.
Your vote is important. Even if you plan to attend and vote in person at the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or overvia the Internet. Alternatively, you may submit voting instructions by completing, signing and dating each proxy card or voting instruction form you receive, if received by mail, and returning it (them) in the accompanying postage-paid return envelope.
Voting your shares immediately will help minimize additional solicitation expenses and prevents the need to call you to solicit your participation in the vote process.
If you have any questions about the proposals to be voted on, please call Broadridge Financial Solutions, Inc.Computershare toll-free at [phone number].1-866-200-9096.
Sincerely,
Brian P. KindelanBenjamin Archibald
Secretary of certainthe Funds
and
Alice A. Pellegrino
Secretary of certain Funds40 East 52nd Street, New York, New York 10022
IMPORTANT NEWSINFORMATION
FOR FUND SHAREHOLDERSMaster Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||||||
☒ No fee required. | ||||||
☐ Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
October 3, 2018
Dear Shareholder:
Joint special meetings of shareholders of the following funds (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time) (the “Meeting”) to consider and vote on the proposals discussed in the enclosed joint proxy statement.
BBIF Money Fund
BBIF Treasury Fund
BIF Money Fund
BIF Treasury Fund
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock FundsSM
BlackRock Funds III
BlackRock Funds IV
BlackRock Funds VI
BlackRock Index Funds, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
BlackRock Series, Inc.
Funds For Institutions Series
Master Institutional Money Market LLC
Master Investment Portfolio
Master Investment Portfolio II
Master Large Cap Series LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
The Funds and the series of the Funds are set forth onAppendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were a shareholder of record of at least one Equity-Liquidity Fund on September 24, 2018 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of the boards of directors/trustees overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). The current boards of directors/trustees of the BlackRock-advised Funds (the “Existing Boards,” the members of which are referred to as “Existing Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.
WhileCurrently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would
focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements. Board I and Board II are referred to together as the “New Boards.”
Following the proposed realignment, certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group B Funds”) would be overseen by Board I, and certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group A Funds”) would be overseen by Board II. As explained in the enclosed joint proxy statement, shareholders of Group A Funds are being asked to elect fifteen nominees to Board II and shareholders of Group B Funds are being asked to elect eleven nominees to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewed and unanimously approved by your Fund’s Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the applicable Board Nominees and believe that their election is in your best interest.
If you are a shareholder of a Fund or a series of a Fund that is organized as a “feeder” in a “master/feeder” structure where the master fund is a part of the Equity-Liquidity Complex, you will also be asked to provide voting instructions to your feeder Fund as to how, as a beneficial owner of the master fund, your feeder Fund should vote in connection with the election of the Board Nominees for the Board of your feeder Fund’s respective master Fund.
Please note that separate joint proxy statements are being sent to shareholders of the BlackRock-advised Funds in the Equity-Bond Complex, who are also being asked to vote on the election of the applicable Board Nominees to the boards of directors/trustees of their BlackRock-advised Fund in the Equity-Bond Complex. If you were also a shareholder of record on the Record Date of one or more BlackRock-advised Funds in the Equity-Bond Complex, you will receive a separate joint proxy statement(s), proxy card(s) or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via the Internet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return each proxy card and/or voting instruction form you receive. If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.
The Existing Board responsible for your Fund recommends that you vote, or submit voting instructions, “FOR” the election of each of the applicable Board Nominees. In connection with your vote, we encourageurge you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.statement.
Questions and Answers
These proposals cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposals you are being asked to vote on, believes they are in shareholders’ best interests, and recommends that you approve them.
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Shareholders of Master Bond Portfolio and BlackRock Bond Fund also are being asked to approve a change to each Fund’s investment objective to: to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index.
The investment objective of Master Bond Portfolio and BlackRock Bond Fund will remain a fundamental policy that may be changed only by shareholder vote. The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and BlackRock Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in the Master Bond Portfolio, a series of Master Bond LLC. Master Bond Portfolio has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond Fund will also vote on the proposal to approve changing the investment objective of Master Bond Portfolio.
This proposal cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposal you are being asked to vote on, believes it is in shareholders’ best interest, and recommends that you approve it.
Please votenow. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation, we urge you to indicate your voting instructions on the enclosed proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct Attendance at the Meeting.
BLACKROCK-ADVISED FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
NOTICE OF A MEETING OF SHAREHOLDERS
To Be Held on August 23, 2007 or
on September 7, 2007
A meeting (each a “Meeting”) of the shareholders of the funds identified below (each, a “Fund”)Meeting will be held at the [offices of [address]], at [time] (Eastern time) on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of the enclosed Joint Proxy Statement for the date of yourlimited to each Fund’s Meeting), to consider and vote on the proposals, as more fully described in the accompanying Joint Proxy Statement:
Your Board recommends that you vote “FOR” the Proposal(s) upon which you are being asked to vote.
Shareholders of record as of the closeRecord Date. If you are a registered shareholder, to gain admission, you must present valid photographic identification, such as a driver’s license or passport. If you are a beneficial shareholder of business on June 25, 2007 are entitleda Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee), you will also be required to vote atshow satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating share ownership as of the Meetings and at any adjournments or postponements thereof.Record Date.
If you ownare a registered shareholder, you may vote your shares in more than one Fund as of June 25, 2007,person by ballot at the Meeting. If you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive.
By order of the Boards of Directors/Trustees,
Brian P. Kindelan
Secretary of certain Funds
and
Alice A. Pellegrino
Secretary of certain Funds
[date]
Funds Holding Meetings of Shareholders
Group A Funds (certain equity Funds and all fixed-income Funds in the Fund complex and all Funds in the Fund complex designed for sale through insurance company separate accounts):
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value Opportunities Fund, Inc.
BlackRock Basic Value Fund, Inc.
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund
BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock Municipal Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunities Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short Term Bond Series, Inc.
BlackRock Short Term Bond Fund
BlackRock Focus Value Fund, Inc.
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.
BlackRock World Income Fund, Inc.
BlackRock International Value Trust
BlackRock International Value Fund
Master Value Opportunities LLC
Master Basic Value LLC
Master Focus Twenty LLC
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
Group B Funds (certain equity Funds and certain money market Funds in the Fund complex):
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
Merrill Lynch U.S.A. Government Reserves
BlackRock Series, Inc.
BlackRock International Fund
BlackRock Small Cap Growth Fund II
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
Merrill Lynch U.S. Treasury Money Fund
BlackRock Index Funds, Inc.
BlackRock International Index Fund
BlackRock S&P 500 Index Fund
BlackRock Small Cap Index Fund
Merrill Lynch Ready Assets Trust
BlackRock Healthcare Fund, Inc.
BlackRock Global Technology Fund, Inc.
CMA Money Fund
CMA Government Securities Fund
CMA Tax-Exempt Fund
CMA Treasury Fund
WCMA Government Securities Fund
WCMA Money Fund
WCMA Tax-Exempt Fund
WCMA Treasury Fund
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
BlackRock Global Financial Services Fund, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund
Merrill Lynch Premier Institutional Fund
Merrill Lynch Institutional Tax-Exempt Fund
Global Financial Services Master LLC
Master Large Cap Series LLC
Master Large Cap Core Portfolio
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series
Master International Index Series
Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
Master Institutional Money Market LLC
Merrill Lynch Premier Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
BlackRock Master LLC
BlackRock Master Small Cap Growth Portfolio
BlackRock Master International Portfolio
Master Treasury LLC
Master Tax-Exempt LLC
Master Government Securities LLC
Master Money LLC
BLACKROCK-ADVISED FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
MEETING OF SHAREHOLDERS
AUGUST 23, 2007 OR SEPTEMBER 7, 2007
This joint proxy statement (the “Joint Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors or Trustees (each, an “Existing Board,” the members of which are referred to as “Board Members”) of each of the BlackRock-advised funds listed in the accompanying Notice of a Meeting of Shareholders (each, a “Fund”) of proxies to be voted at a meeting of shareholders of each such Fund to be held at [time] (Eastern time) on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of this enclosed Joint Proxy Statement for the date) [at the offices of [location]] (for each Fund, a “Meeting”), and at any and all adjournments or postponements thereof. A Meeting will be held for the purposes set forth in the accompanying Notice.
The Board of each Fund has determined that the use of this Joint Proxy Statement for such Fund’s Meeting is in the best interests of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, are being mailed to shareholders on or about [mailing date], 2007.
Each Fund is organized as either a Massachusetts business trust (each, a “Massachusetts Trust”), or a series of a Massachusetts Trust, a Maryland corporation (each, a “Maryland Corporation”), or a series of a Maryland Corporation, a Delaware statutory trust (each, a “Delaware Trust”), or a series of a Delaware Trust, or a Delaware limited liability company (each, a “Delaware LLC”), or a series of a Delaware LLC. The Massachusetts Trusts, Maryland Corporations, Delaware Trusts and Delaware LLCs (each, a “Registrant”) are registered investment companies under the Investment Company Act of 1940 (the “1940 Act”). A list of each Registrant and series of each Registrant (if any), is set forth inAppendix A.
Shareholders of recordhold your shares of a Fund as of the close of business on June 25, 2007 (the “Record Date”) are entitled to attend and to vote at that Fund’s Meeting. Shareholders of the Funds are entitled to one vote for each share held, and each fractional share is entitled tothrough a proportionate fractional vote, with no shares having cumulative voting rights. The quorum requirement for each Fund, and the vote requirement for Proposal 1, is set forth inAppendix B. The vote requirement for Proposal 2 is set forth under “Vote Required and Manner of Voting Proxies.” If you are a shareholder of a Fund organized in a “master/feeder” structure,bank, broker, financial intermediary or other nominee, you will not be askedable to vote in connection with matters applicableperson at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your feeder Fund’s respective mastervote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meeting. Voting is quick and easy. Everything you need is enclosed. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By telephone;
By Internet;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the provided postage-paid return envelope; or
In person at the Meeting.
If you do not vote using one of these methods, you may be called by Computershare Fund (noted inAppendix AServices (“Computershare”)., the Funds’ proxy solicitor, to vote your shares.
The number of shares of each Fund outstanding as of the close of business on the Record Date and the net assets of each Fund as of that date are shown inAppendix B. Except as set forth inAppendix J, to the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of five percent or more of a class of that Fund’s outstanding shares.
The Fund of which you are a shareholder is named on the proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you providepromptly follow the enclosed instructions to submit voting instructions by telephone or overvia the Internet, please vote on the proposals affecting EACH FundInternet. Alternatively, you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to a Fund’s Meeting will be voted at that Meeting. On any matter coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or providemay submit voting instructions by telephonecompleting, signing and dating each proxy card or the Internet may revoke them with respect to a proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meetingvoting instruction form you receive, and voting in person, in all cases prior to the exercise of the authority grantedreturning it (them) in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life insurance policy (as discussed below), please consult your bank or intermediary or your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.accompanying postage-paid return envelope.
Photographic identificationVoting your shares immediately will be required for admissionhelp minimize additional solicitation expenses and prevents the need to call you to solicit your participation in the Meetings.vote process.
Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeedingIf you have any questions about the annual report, if any,proposals to a shareholder upon request. Such requests should be directed to the Fundvoted on, please call Computershare toll-free at [address] or by calling toll free at [phone number]. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.1-866-200-9096.
Please note that only one annual or semi-annual report or Joint Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Joint Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.Sincerely,
Please also note that, as partBenjamin Archibald
Secretary of the initiatives that are designed to eliminate overlapping and duplicative product offerings within the BlackRock family of funds, shareholders of certain Funds are being asked to consider reorganizations involving their Funds. Separate proxy materials relating to those proposed Fund reorganizations have been, or will be, sent to applicable shareholders.
YOUR VOTE IS IMPORTANT40 East 52
To avoid the unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted“FOR” each of the proposals.nd Street, New York, New York 10022
The following table shows which proposals shareholders of each Fund are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
SUMMARY OF PROPOSALS AND FUNDS VOTINGIMPORTANT INFORMATION
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PROPOSAL 1—TO ELECT BOARD MEMBERS
The purpose of this Proposal 1 is to elect Board Members of each Massachusetts Trust, Maryland Corporation, Delaware Trust or Delaware LLC named in the tables below. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, are referred to as the “Fund complex,” and all of the Boards of Directors or Trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”)
Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds would be overseen by just two new boards. One new board, Board A, would oversee certain equity funds, all fixed-income funds and all funds in the Fund complex designed for sale through insurance company separate accounts (the “Group A Funds”), and the other new board, Board B, would oversee certain other equity funds and all money market funds in the Fund complex (the “Group B Funds”). It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively as the “New Boards.”) The proposals for [fund], which would be overseen by Board B, and the closed-end funds are covered in separate proxy statements. As discussed below, this realignment and consolidation is expected to enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the Fund complex. Also, it is expected that having fewer Boards will facilitate greater communication between fund management and the New Boards.
It is intended that the enclosed proxy card, if properly executed, will be voted for all nominees for the applicable New Board (each, a “Nominee”) unless a proxy contains specific instructions to the contrary. Each Nominee’s term of office will commence, if such Nominee is properly elected, on or about November 1, 2007. Each Nominee will be elected to hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.
Proposal 1(a):
It is proposed that shareholders of the Funds identified in the table below (the Group A Funds) vote for the election of Board Members of the Group A Funds (Board A).
Funds1 to Elect Board Members of the Group A Funds (Board A)
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value Opportunities Fund, Inc.*
BlackRock Basic Value Fund, Inc.*
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund*
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BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock Municipal Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunity Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
Master Value Opportunities LLC
Master Basic Value LLC
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Focus Twenty LLC
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short-Term Bond Series, Inc.
BlackRock Short-Term Bond Fund*
BlackRock Focus Value Fund, Inc.
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.*
BlackRock World Income Fund, Inc.
BlackRock International Value Trust
BlackRock International Value Fund
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund*
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
Your Board recommends that you vote “FOR” this proposal.
Proposal 1(b):
It is proposed that shareholders of the Funds identified in the table below (the Group B Funds) vote for the election of Board Members of the Group B Funds (Board B).
Funds1 to Elect Board Members of the Group B Funds (Board B)
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio*
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
Merrill Lynch U.S.A. Government Reserves
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series*
Master International Index Series
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Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
Master Government Securities LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Tax-ExemptSeries LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||||||
☒ No fee required. | ||||||
☐ Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
October 3, 2018
Dear Shareholder:
Joint special meetings of shareholders of the following funds (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time) (the “Meeting”) to consider and vote on the proposals discussed in the enclosed joint proxy statement.
BBIF Money Fund
BBIF Treasury Fund
BIF Money Fund
BIF Treasury Fund
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock FundsSM
BlackRock Funds III
BlackRock Funds IV
BlackRock Funds VI
BlackRock Index Funds, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
BlackRock Series, Inc.
Funds For Institutions Series
Master Institutional Money Market LLC
Master Investment Portfolio
Master Investment Portfolio II
Master Large Cap Series LLC
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
The Funds and the series of the Funds are set forth onAppendix A to the enclosed joint proxy statement. You have received this letter and joint proxy statement because you were a shareholder of record of at least one Equity-Liquidity Fund on September 24, 2018 (the “Record Date”). The purpose of the Meeting, as described in the enclosed joint proxy statement, is to seek shareholder approval in connection with a realignment of the boards of directors/trustees overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). The current boards of directors/trustees of the BlackRock-advised Funds (the “Existing Boards,” the members of which are referred to as “Existing Board Members”) are proposing this realignment following a comprehensive review in consultation with BlackRock.
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would
focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements. Board I and Board II are referred to together as the “New Boards.”
Following the proposed realignment, certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group B Funds”) would be overseen by Board I, and certain Equity-Liquidity Funds (referred to in the enclosed joint proxy statement as “Group A Funds”) would be overseen by Board II. As explained in the enclosed joint proxy statement, shareholders of Group A Funds are being asked to elect fifteen nominees to Board II and shareholders of Group B Funds are being asked to elect eleven nominees to Board I. Such nominees (collectively, the “Board Nominees”) have been reviewed and unanimously approved by your Fund’s Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the applicable Board Nominees and believe that their election is in your best interest.
If you are a shareholder of a Fund or a series of a Fund that is organized as a “feeder” in a “master/feeder” structure where the master fund is a part of the Equity-Liquidity Complex, you will also be asked to provide voting instructions to your feeder Fund as to how, as a beneficial owner of the master fund, your feeder Fund should vote in connection with the election of the Board Nominees for the Board of your feeder Fund’s respective master Fund.
Please note that separate joint proxy statements are being sent to shareholders of the BlackRock-advised Funds in the Equity-Bond Complex, who are also being asked to vote on the election of the applicable Board Nominees to the boards of directors/trustees of their BlackRock-advised Fund in the Equity-Bond Complex. If you were also a shareholder of record on the Record Date of one or more BlackRock-advised Funds in the Equity-Bond Complex, you will receive a separate joint proxy statement(s), proxy card(s) or voting instruction form(s) for such fund(s). Please be certain to vote by telephone or via the Internet with respect to each BlackRock-advised Fund in which you are a shareholder of record or sign, date and return each proxy card and/or voting instruction form you receive. If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.
The Existing Board responsible for your Fund recommends that you vote, or submit voting instructions, “FOR” the election of each of the applicable Board Nominees. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.
Your vote is important. Attendance at the Meeting will be limited to each Fund’s shareholders as of the Record Date. If you are a registered shareholder, to gain admission, you must present valid photographic identification, such as a driver’s license or passport. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee), you will also be required to show satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating share ownership as of the Record Date.
If you are a registered shareholder, you may vote your shares in person by ballot at the Meeting. If you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Meeting. Voting is quick and easy. Everything you need is enclosed. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By telephone;
By Internet;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the provided postage-paid return envelope; or
In person at the Meeting.
If you do not vote using one of these methods, you may be called by Computershare Fund Services (“Computershare”), the Funds’ proxy solicitor, to vote your shares.
Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by completing, signing and dating each proxy card or voting instruction form you receive, and returning it (them) in the accompanying postage-paid return envelope.
Voting your shares immediately will help minimize additional solicitation expenses and prevents the need to call you to solicit your participation in the vote process.
If you have any questions about the proposals to be voted on, please call Computershare toll-free at1-866-200-9096.
Sincerely,
Benjamin Archibald
Secretary of the Funds
40 East 52nd Street, New York, New York 10022
IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
Questions and Answers
Q: | Why am I receiving the joint proxy statement? |
A: | The registrants listed onAppendix A to the enclosed joint proxy statement (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) are holding joint special meetings of shareholders (the “Meeting”) for the election of nominees (collectively, the “Board Nominees”) to the Board of Directors or Trustees of the applicable Fund (each, a “Board,” the members of which are referred to as “Board Members”) in connection with the proposed realignment of the current boards of directors/trustees (the “Existing Boards,” the members of which are referred to as “Existing Board Members”) of the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors and/or their affiliates (collectively, “BlackRock” and such funds, the “BlackRock-advised Funds”). Each Fund is categorized in the enclosed joint proxy statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees in Proposal 1(a) or Proposal 1(b). The enclosed joint proxy statement describes proposals to elect the Board Nominees of the Equity-Liquidity Funds and provides other information relating to the Meeting. The tables starting on page 13 of the joint proxy statement identify the Existing Board Members and the Board Nominees for each Fund. |
Q: | Why are the Funds holding a meeting to elect Board Members at this time? |
A: | Explanation of Board Realignment and Consolidation |
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this proxy statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this proxy statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements. |
Board I is expected to be comprised of all of the current directors/trustees who currently serve on the boards of directors/trustees of the BlackRock-advised Funds in theClosed-End Complex, plus an additional director/trustee who currently serves on the boards of directors/ |
(i)
trustees of the Equity-Bond Funds (collectively, the “Equity-Bond Board”). Board II is expected to be comprised of directors/trustees who currently serve on the boards of directors/trustees of the Equity-Liquidity Funds (collectively, the “Equity-Liquidity Board”) and directors/trustees who currently serve on the Equity-Bond Board, other than (i) the members of the Equity-Liquidity Board and the Equity-Bond Board who are scheduled to retire at the end of 2018, (ii) the current member of the Equity-Bond Board who has been nominated to serve on Board I and (iii) two current members of the Equity-Liquidity Board who are expected to serve as consultants to the board members of each Group A Fund who are not “interested persons” (as defined in the Investment Company Act) following the realignment and consolidation. As discussed below, this realignment and consolidation is expected to enable each of Board I and Board II to focus attention on issues of particular relevance to the types of funds that they oversee and to streamline and enhance the effectiveness of board oversight of the applicable Fund Complex. |
If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed. |
Reasons for Board Realignment and Consolidation
At meetings held in July 2018, the Equity-Liquidity Board and the Equity-Bond Board each determined that the board realignment and consolidation could provide benefits to shareholders of the Equity-Liquidity Funds and the Equity-Bond Funds, respectively. Each Board has reviewed the qualifications and backgrounds of the Board Nominees and believes that they are experienced in overseeing investment companies and are familiar with the BlackRock Fund complex and BlackRock. In addition, Board Members have had the opportunity to meet with their counterparts on other boards of directors/trustees in the BlackRock Fund complex. In particular, the Board Members considered: |
1) | that each Fund would benefit from the realignment to Board I or Board II, as applicable, each of which would oversee the business and operations of a number of Funds that have similar investment strategies, which may provide the members of Board I or Board II, as applicable, with the potential to obtain enhanced insights into the Funds’ investment strategies, operations and their associated risks; |
2) | that while each member of Board II would oversee more of theopen-end BlackRock-advised Funds than before, the number of investment strategies used by the Group A Funds will not be significantly different and the division of investment strategies between Board I and Board II upon consolidation is appropriate; |
3) | the potential strength of the bargaining position of each of Board I and Board II upon realignment and consolidation with respect to interfacing with management and other service providers of the BlackRock-advised Funds they oversee; |
4) | that the Board I Nominees and the Board II Nominees have significant professional experience and skills, as well as experience overseeing funds that use similar kinds of investment strategies as used by the Group B Funds and Group A Funds, respectively; |
5) | that the Board Nominees have experience overseeing the nature and quality of investment advisory and other services that BlackRock provides to investment companies; |
6) | that the time spent by portfolio managers and other members of management keeping multiple boards of directors/trustees up to date would be reduced by board consolidation and realignment, resulting in greater efficiencies and potentially enhancing communication; and |
(ii)
7) | the costs that are associated with the board realignment and consolidation, including the costs related to the proxy and the election of the Board Nominees and costs associated with reorganizations of a number of existing BlackRock-advised Funds into certain newly organized Group B Funds as an initial step toward board realignment and consolidation, and the arrangement between BlackRock and certain Funds to share the costs associated with the board realignment and consolidation, and the potential for future cost savings for Fund shareholders due to the board realignment and consolidation generally. |
Q: | What is a Feeder Fund and what proposals as a shareholder of a Feeder Fund am I being |
asked to vote on? |
A: | Certain Funds and series of Funds (each, a “Feeder Fund” and collectively, the “Feeder Funds”) invest substantially all of their assets in a corresponding Fund or series of a Fund that has an investment objective that is identical to that of the Feeder Fund (each, a “Master Fund” and collectively, the “Master Funds”). A Master Fund, in turn, invests directly in securities and other investments. Each Feeder Fund that invests in a Master Fund is being asked to vote for the Board Nominees of the Master Fund in which the Feeder Fund invests. Under the Investment Company Act of 1940, as amended, each Feeder Fund’s voting rights with respect to the Master Fund interests that the Feeder Fund holds generally must be passed through to the Feeder Fund’s shareholders. This means that each Feeder Fund must vote its Master Fund interests in accordance with the voting instructions received from the Feeder Fund’s shareholders and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other holders (this is called “proportional voting” or “echo voting”). If you are a shareholder of a Feeder Fund that invests in a Master Fund that is an Equity-Liquidity Fund, in addition to seeking your votes on Proposals 1(a) or 1(b), as applicable, relating to the Feeder Fund in which you own shares, you will also be asked to provide your voting instructions to your Feeder Fund as to how, as a beneficial owner of a Master Fund, your Feeder Fund should vote for the election of the Board Nominees of the corresponding Master Fund (or, if the Master Fund is a series of a Fund, for the Fund for which such Master Fund is a series). You will be asked for these voting instructions in Proposals 2(a) or 2(b), as applicable. |
Q: | How do the Boards of the Funds recommend that I vote? |
A: | “FOR” each Board Nominee—the Existing Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that their election is in your best interest and unanimously recommend that you vote, or submit voting instructions, “FOR” each Board Nominee. |
Q: | Will my vote make a difference? |
A: | YES. Your vote is very important and can make a difference in the governance and management of your Fund(s), no matter how many shares you own. We encourage all shareholders to participate in the governance of their Fund(s). Your vote can help ensure that the Board Nominees will be elected. |
Q: | How do I vote my shares? |
A: | Voting is quick and easy. Everything you need is enclosed. You can quickly and easily provide voting instructions by telephone by calling the toll-free number on the proxy card(s) or voting instruction form(s), or by Internet by going to the Internet address provided on the proxy |
(iii)
card(s) or voting instruction form(s) or Notice of Internet Availability of Proxy Materials for the Joint Special Meetings of Shareholders to be held on November 21, 2018 (the “Notice of Internet Availability of Proxy Materials”) and following the instructions. Alternatively, if you received your proxy card(s) or voting instruction form(s) by mail, you can vote your shares by completing, signing and dating the proxy card(s) or voting instruction form(s) and mailing it (them) in the enclosed postage-paid return envelope. |
You may also vote by ballot in person at the Meeting; however, even if you plan to attend the Meeting, we still encourage you to provide voting instructions by one of the methods discussed above. In addition, we ask that you please note the following: |
• | If you are a record holder of your Fund’s shares, in order to gain admission to the Meeting you must show valid photographic identification, such as your driver’s license or passport. If you hold your shares through a bank, broker, financial intermediary or other nominee, you will also be required to show satisfactory proof of ownership of shares of your Fund(s), such as your voting instruction form(s) (or a copy thereof) of a letter from your bank, broker, financial intermediary or other nominee or a broker’s statement indicating share ownership as of the Record Date. |
• | If you are a registered shareholder, you may vote your shares in person by ballot at the Meeting. If you hold your shares of the Fund(s) in a brokerage account or through a bank, financial intermediary or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting. |
Q: | Are the Funds paying for the costs of the joint proxy statement? |
A: | Each Fund will bear the costs associated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation costs, and 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 reasonably be attributed to one or more specific Funds. |
BlackRock Advisors, LLC and BlackRock Fund Advisors have retained Computershare Fund Services (“Computershare”), 2950 Express Drive South, Suite 210, Islandia, New York 11749, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies on behalf of the Funds and the Equity-Bond Funds. It is anticipated that Computershare will be paid, in the aggregate, approximately $1,178,000 for such services (including reimbursements ofout-of-pocket expenses), of which approximately $267,000 will be payable by the Funds. |
Q: | Whom do I call if I have questions? |
A: | If you need more information, or have any questions about voting, please call Computershare, the proxy solicitor for the Funds, toll-free at1-866-200-9096. |
Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote. |
(iv)
Please votenow. Your vote is important.
Please help us avoid adjournments, solicitation phone calls requesting your vote, wasteful expenses and additional mailings by promptly voting your shares. No matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s) or voting instruction form(s), and date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card or voting instruction form(s) but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees to your Board. If your shares of a Fund are held through a bank, broker, financial intermediary or other nominee you must provide voting instructions to your bank, broker, financial intermediary or other nominee holding your shares about how to vote your shares in order for them to vote your shares asyou instruct at the Meeting.
(v)
NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2018
To the Shareholders:
Joint special meetings of the shareholders of the funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors set forth below (each, a “Fund” or an “Equity-Liquidity Fund”) will be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time) (the “Meeting”), to consider and vote on the proposals set forth below, as more fully described in the accompanying joint proxy statement. Each Fund is categorized in the accompanying joint proxy statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (defined below) in Proposal 1(a) or Proposal 1(b).
In addition, shareholders of certain Funds (or certain series of Funds) that are organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund”) are being asked to provide voting instructions to elect the applicable Board Nominees of the corresponding Fund or series of a Fund in which such Feeder Fund invests (the “Master Fund”). A list of the Funds (and/or series of Funds) that operate as Feeder Funds, shareholders of which are being asked to submit voting instructions on Proposals 2(a) or 2(b), and such Feeder Funds’ corresponding Master Funds, is set forth inAppendix B to the accompanying joint proxy statement.
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 | ||
PROPOSAL 1(b) | To elect eleven Board Nominees 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 | ||
PROPOSAL 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. | Shareholders of Group A Feeder Funds, with respect to their Group A Feeder Fund | ||
PROPOSAL 2(b) | To provide voting instructions to BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI (“BlackRock CoreAlpha Bond Fund”) to vote for the election of eleven Board Nominees to the board of trustees of CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II (“CoreAlpha Bond Master Portfolio”). | Shareholders of BlackRock CoreAlpha Bond Fund | ||
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof. |
The purpose of the Meeting is to seek shareholder approval of the Board nominees named in the joint proxy statement (the “Board Nominees” or “Nominees”) to the boards of directors/trustees of the Funds (collectively, the “Boards”). Shareholders of Funds identified in the attached table as Group A Funds will vote on the proposal to elect the fifteen Board II Nominees, and shareholders of Funds identified in the attached table as Group B Funds will vote on the proposal to elect the eleven Board I Nominees. In addition, shareholders of Group A Funds that are Feeder Funds will be asked to provide voting instructions to their Group A Feeder Fund(s) regarding the proposal to elect the Board Nominees of the applicable Master Fund, and shareholders of BlackRock CoreAlpha Bond Fund will be asked to provide voting instructions to BlackRock CoreAlpha Bond Fund regarding the proposal to elect the Board Nominees of CoreAlpha Bond Master Portfolio.
Each current board of directors/trustees of the Funds (each, an “Existing Board”) has reviewed and unanimously approved the fifteen Board II Nominees or the eleven Board I Nominees, as applicable, with respect to each Fund overseen by such Existing Board, subject to approval by the Fund’s shareholders. The Existing Boards have reviewed the qualifications and backgrounds of the respective Board Nominees and believe that the respective Board Nominees possess the requisite experience in overseeing investment companies and that their election is in your best interest.
The Board of your Fund(s) unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each Board Nominee to the Board of your Fund(s).
Shareholders of record of a Fund as of the close of business on September 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Meeting and at any adjournments, postponements or delays thereof.
If you owned shares in more than one Fund or series of a Fund (each such series, a “Portfolio”) as of the Record Date, and/or if your Fund or Portfolio is organized as a Feeder Fund, you may receive more than one proxy card or voting instruction form. Please be certain to vote by telephone or via the Internet with respect to each Fund, including each Portfolio, in which you are a shareholder of record or sign, date and return each proxy card and voting instruction form you receive in the enclosed postage-paid return envelope.
If you have any questions about the proposals to be voted on, please call Computershare, the firm assisting us in the solicitation and tabulation of proxies, toll-free at1-866-200-9096.
By Order of the Boards,
Benjamin Archibald
Secretary of the Funds
40 East 52nd Street, New York, New York 10022
October 3, 2018
(ii)
Equity-Liquidity Funds
Holding Joint Special Meetings of Shareholders on November 21, 20181
Group A Funds(Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II
BBIF Money Fund*
BBIF Treasury Fund*
BIF Money Fund*
BIF Treasury Fund*
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Summit Cash Reserves Fund
BlackRock FundsSM
BlackRock Advantage Emerging Markets Fund
BlackRock Advantage International Fund
BlackRock Advantage Large Cap Growth Fund
BlackRock Advantage Small Cap Core Fund
BlackRock Advantage Small Cap Growth Fund
BlackRockAll-Cap Energy & Resources Portfolio
BlackRock Commodity Strategies Fund
BlackRock Emerging Markets Dividend Fund
BlackRock Emerging Markets Equity Strategies Fund
BlackRock Energy & Resources Portfolio
BlackRock Exchange Portfolio
BlackRock Global Long/Short Equity Fund
BlackRock Health Sciences Opportunities Portfolio
BlackRock High Equity Income Fund
BlackRock Impact U.S. Equity Fund
BlackRock International Dividend Fund
BlackRockMid-Cap Growth Equity Portfolio
BlackRock Money Market Portfolio
BlackRock Real Estate Securities Fund
BlackRock Short Obligations Fund
BlackRock Tactical Opportunities Fund
BlackRock Technology Opportunities Fund
BlackRock Total Emerging Markets Fund
BlackRock Total Factor Fund
iShares Developed Real Estate Index Fund
iShares Edge MSCI Min Vol EAFE Index Fund
iShares Edge MSCI Min Vol USA Index Fund
iShares Edge MSCI Multifactor Intl Index Fund
iShares Edge MSCI Multifactor USA Index Fund
iShares Edge MSCI USA Momentum Factor Index Fund
iShares Edge MSCI USA Quality Factor Index Fund
iShares Edge MSCI USA Size Factor Index Fund
iShares Edge MSCI USA Value Factor Index Fund
iShares MSCI Asia ex Japan Index Fund
iShares MSCI Developed World Index Fund
iShares RussellMid-Cap Index Fund
iShares RussellSmall/Mid-Cap Index Fund
iShares Short-Term TIPS Bond Index Fund
iShares Total U.S. Stock Market Index Fund
BlackRock Funds III
BlackRock Cash Funds: Institutional*
BlackRock Cash Funds: Treasury*
BlackRock LifePath® Dynamic Retirement Fund*
BlackRock LifePath® Dynamic 2020 Fund*
BlackRock LifePath® Dynamic 2025 Fund*
BlackRock LifePath® Dynamic 2030 Fund*
BlackRock LifePath® Dynamic 2035 Fund*
BlackRock LifePath® Dynamic 2040 Fund*
BlackRock LifePath® Dynamic 2045 Fund*
BlackRock LifePath® Dynamic 2050 Fund *
BlackRock LifePath® Dynamic 2055 Fund*
BlackRock LifePath® Dynamic 2060 Fund*
BlackRock LifePath® Index Retirement Fund *
BlackRock LifePath® Index 2020 Fund*
BlackRock LifePath® Index 2025 Fund*
BlackRock LifePath® Index 2030 Fund*
BlackRock LifePath® Index 2035 Fund*
BlackRock LifePath® Index 2040 Fund*
BlackRock LifePath® Index 2045 Fund *
BlackRock LifePath® Index 2050 Fund*
BlackRock LifePath® Index 2055 Fund*
BlackRock LifePath® Index 2060 Fund*
iShares MSCI Total International Index Fund*
iShares Russell 1000Large-Cap Index Fund*
iShares S&P 500 Index Fund*
iShares U.S. Aggregate Bond Index Fund*
BlackRock Index Funds, Inc.
iShares MSCI EAFE International Index Fund
iShares Russell 2000Small-Cap Index Fund*
BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Core Fund*
BlackRock Advantage Large Cap Value Fund*
BlackRock Event Driven Equity Fund
BlackRock Large Cap Focus Growth Fund*
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
(iii)
California Money Fund
Federal Trust Fund
FedFund
MuniCash
MuniFund
New York Money Fund
TempCash
TempFund
T-Fund
Treasury Trust Fund
BlackRock Series, Inc.
BlackRock International Fund
Funds For Institutions Series
BlackRock Premier Government Institutional Fund*
BlackRock Select Treasury Strategies Institutional Fund*
BlackRock Treasury Strategies Institutional Fund*
FFI Government Fund
FFI Treasury Fund
Master Institutional Money Market LLC
Merrill LynchMaster Premier Government Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund*
Merrill Lynch Premier Institutional Fund*
Merrill Lynch Institutional Tax-Exempt Fund*
Merrill Lynch U.S. Treasury Money Fund
BlackRockMaster Treasury Strategies Institutional Portfolio
Master Investment Portfolio
Active Stock Master Portfolio
International Tilts Master Portfolio
Large Cap Index Funds, Inc.*Master Portfolio
BlackRock InternationalLifePath® 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 Fund*Retirement Master Portfolio
BlackRock LifePath® Index 2020 Master Portfolio
LifePath® Index 2025 Master Portfolio
LifePath® Index 2030 Master Portfolio
LifePath® Index 2035 Master Portfolio
LifePath® Index 2040 Master Portfolio
LifePath® Index 2045 Master Portfolio
LifePath® Index 2050 Master Portfolio
LifePath® Index 2055 Master Portfolio
LifePath® Index 2060 Master Portfolio
Money Market Master Portfolio
S&P 500 Index Fund*
BlackRock Small Cap Index Fund*
Merrill Lynch Ready Assets TrustMaster Portfolio
BlackRock Healthcare Fund, Inc.Total International ex U.S. Index Master Portfolio
BlackRock Global Technology Fund, Inc.Treasury Money Market Master Portfolio
CMA Money Fund*
CMA Government Securities Fund*
CMA Tax-Exempt Fund*
CMA Treasury Fund*
WCMA Government Securities Fund*
WCMA Money Fund*
WCMA Tax-Exempt Fund*
WCMA Treasury Fund*
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
BlackRock Series, Inc.
BlackRock International Fund*
BlackRock Small Cap Growth Fund II*
BlackRock Global Financial Services Fund, Inc.*
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
BlackRock Large Cap Series Funds, Inc.*
BlackRock Large Cap Core Fund*
BlackRock Large Cap Growth Fund*
BlackRock Large Cap Value Fund*
Global Financial ServicesU.S. Total Bond Index Master LLCPortfolio
Master Large Cap Series LLC
Master Advantage Large Cap Core Portfolio
Master Large Cap Growth Portfolio
MasterAdvantage Large Cap Value Portfolio
BlackRock Master Large Cap Focus Growth Portfolio
Master Money LLC
BlackRock Master Treasury LLC
Quantitative Master Series LLC
Master Small Cap Index Series
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
Retirement Reserves Money Fund
Group B Funds(Non-Index Fixed-Income Funds) to Elect Nominees of Board I
BlackRock Funds IV
BlackRock Alternative Capital Strategies Fund
BlackRock Global Long/Short Credit Fund
BlackRock Impact Bond Fund
BlackRock Funds VI
BlackRock CoreAlpha Bond Fund
Master Investment Portfolio II
CoreAlpha Bond Master Portfolio
1 | The Funds (Registrants) are listed in bold in these tables. The Portfolios (series of Funds) are indicated in the list by an entry below the Registrant’s name. The shares of all of the Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board Nominees of that Fund. |
* | Denotes a “Group A Feeder Fund.” |
(iv)
BLACKROCK EQUITY-LIQUIDITY FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800)441-7762
JOINT SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2018
JOINT PROXY STATEMENT
This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the boards of directors or trustees (each, a “Board” or an “Existing Board” and the members of which are referred to as “Board Members” or “Existing Board Members”) of each of the registrants advised by BlackRock (defined below) listed inAppendix A to this Proxy Statement (each, a “Fund” or an “Equity-Liquidity Fund,” which may also be collectively referred to herein as the “Equity-Liquidity Complex”) for the election of directors or trustees. Each Fund is categorized in this Proxy Statement as a “Group A Fund” or a “Group B Fund” for purposes of electing the applicable Board Nominees (as defined below) in Proposal 1(a) or Proposal 1(b). In addition, if you are a shareholder of a Fund or a series of a Fund organized as a “feeder” in a “master/feeder” structure (each, a “Feeder Fund” and collectively, the “Feeder Funds”) where the master fund (each, a “Master Fund” and collectively, the “Master Funds”) is an Equity-Liquidity Fund (or a series of an Equity-Liquidity Fund), you will also be asked to provide voting instructions to your Feeder Fund as to how, as a beneficial owner of the corresponding Master Fund, your Feeder Fund should vote for the election of the Board Members overseeing such Master Fund (a list of Feeder Funds and their corresponding Master Funds is set forth inAppendix B). The proxies will be voted at the joint special meetings of shareholders of the Funds (the “Meeting”) and at any and all adjournments, postponements or delays thereof. The Meeting will take place at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Princeton, New Jersey 08540-6455, on Wednesday, November 21, 2018, at 10:30 a.m. (Eastern time). The Meeting will be held for the purpose of electing fifteen nominees to the Board of each Group A Fund and eleven nominees to the Board of each Group B Fund (collectively, the “Board Nominees”).
The Board of each Fund has determined that the use of this Proxy Statement for the Meeting is in the best interests of such Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Shareholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about October 9, 2018, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meetings of Shareholders to be held on November 21, 2018 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about October 10, 2018.
Each Fund is organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a Maryland corporation (each, a “Maryland Corporation”), a Delaware statutory trust (each, a “Delaware Trust”), or a Delaware limited liability company (each, a “Delaware LLC”), and each is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). A list identifying the form of organization of each Fund is set forth onAppendix A. Certain of the Funds have been structured as series Funds, and the separate series of the Funds are referred to herein as “Portfolios”. References to shareholders of a series Fund include shareholders of all Portfolios of that Fund.
On September 17, 2018, certain newly-formed Portfolios (collectively, the “New Portfolios”) acquired all of the assets, subject to the liabilities, of corresponding funds that were within the Equity-Liquidity Complex (collectively, the “Predecessor Portfolios”) intax-free reorganizations (collectively, the “Reorganizations”). Each New Portfolio has the same investment objectives, strategies and policies, portfolio management team and contractual arrangements, including the same contractual fees and expenses, as the corresponding Predecessor Portfolio. As a result of the applicable Reorganization, each New Portfolio adopted the performance and financial history of the corresponding Predecessor Portfolio. Accordingly, certain information relating to each New Portfolio included in this Proxy Statement is that of the corresponding Predecessor Portfolio.
Each Fund’s fiscal year end can be found onAppendices F and H.
Shareholders of record of a Fund as of the close of business on September 24, 2018 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any and all adjournments, postponements or delays thereof. Shareholders of the Funds on the Record Date are entitled to the voting rights set forth onAppendix A, with no shares having cumulative voting rights. The quorum and voting requirements for Proposals 1(a) and 1(b), as applicable, for each Fund are also set forth inAppendix A. For each Fund that is organized as a series Fund, a quorum of the shareholders of such Fund as a whole, inclusive of the shareholders of each Portfolio of such Fund, is required in order to take any action at the Meeting with respect to Proposal 1(a) or 1(b) as applicable to that particular Fund.
The number of outstanding shares of each class of each Fund and Portfolio as of the close of business on the Record Date are shown inAppendix C. To the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of more than five percent of a class of the outstanding shares of the Fund or of a Portfolio of the Fund, except as set forth inAppendix J.
The Fund or, if applicable, the Portfolio in which you owned shares on the Record Date is named on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Fund or Portfolio on the Record Date, or if you owned shares of a Feeder Fund on the Record Date, you may receive more than one proxy card or voting instruction form. Even if you plan to attend the Meeting, please indicate your voting instructions, sign, date and returnEACH proxy card and/or voting instruction form you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposals affectingEACH Fund and Portfolio you own, and provide voting instructions to your Feeder Fund relating to the election of Board Nominees to the Board of any Master Fund in which your Fund or Portfolio is a Feeder Fund. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s), voting instruction form(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.
All properly executed proxies received prior to the Meeting will be voted at the Meeting and any and all adjournments, postponements or delays thereof. On any matter coming before the Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card or voting instruction form is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted“FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to one or more proposals at any time before a vote is taken on such proposal(s) by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date, or by attending the Meeting and voting in person by ballot, in all cases
prior to the exercise of the authority granted in the proxy card or voting instruction form. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank, broker, financial intermediary or other nominee, please consult your bank, broker, financial intermediary or other nominee regarding your ability to revoke voting instructions after such instructions have been provided.
If you are a registered shareholder of a Fund and plan to attend the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) and plan to attend the Meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your proxy card, voting instruction form (or a copy thereof) or a letter from your bank, broker, financial intermediary or other nominee or broker’s statement indicating ownership as of the Record Date. Also, if you are a beneficial shareholder of a Fund, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your bank, broker, financial intermediary or other nominee and present it at the Meeting. Even if you plan to attend the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and voting instruction form you receive, and returning it in the accompanying postage-paid return envelope.
Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. atwww.blackrock.com. In addition, each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809, or by calling toll-free at1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website atwww.sec.gov.
Please note that only one annual or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address or phone number set forth above.
SUMMARY OF PROPOSALS AND FUNDS VOTING
The following table lists each proposal described in this Proxy Statement and identifies shareholders entitled to vote on each proposal.
Proposal | Shareholders Entitled to Vote | |||
PROPOSAL 1(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) | To elect eleven Board Nominees 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, with shareholders of all Portfolios of a Fund voting together | ||
PROPOSAL 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 the corresponding Master Fund. | Shareholders of Group A Feeder Funds, with respect to their Group A Feeder Fund | ||
PROPOSAL 2(b) | To provide voting instructions to BlackRock CoreAlpha Bond Fund, a series of BlackRock Funds VI (“BlackRock CoreAlpha Bond Fund”) to vote for the election of eleven Board Nominees to the board of trustees of CoreAlpha Bond Master Portfolio, a series of Master Investment Portfolio II (“CoreAlpha Bond Master Portfolio”). | Shareholders of BlackRock CoreAlpha Bond Fund |
Group A Funds(Equity, Multi-Asset, Index and Money Market Funds) to Elect Nominees of Board II1, 2
BBIF Money Fund*
BBIF Treasury Fund*
BIF Money Fund*
BIF Treasury Fund*
BlackRock Asian Dragon Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Financial Institutions Series Trust
BlackRock Summit Cash Reserves Fund
BlackRock FundsSM
BlackRock Advantage Emerging Markets Fund
BlackRock Advantage International Fund
BlackRock Advantage Large Cap Growth Fund
BlackRock Advantage Small Cap Core Fund
BlackRock Advantage Small Cap Growth Fund
BlackRockAll-Cap Energy & Resources Portfolio
BlackRock Commodity Strategies Fund
BlackRock Emerging Markets Dividend Fund
BlackRock Emerging Markets Equity Strategies Fund
BlackRock Energy & Resources Portfolio
BlackRock Exchange Portfolio
BlackRock Global Long/Short Equity Fund
BlackRock Health Sciences Opportunities Portfolio
BlackRock High Equity Income Fund
BlackRock Impact U.S. Equity Fund
BlackRock International Dividend Fund
BlackRockMid-Cap Growth Equity Portfolio
BlackRock Money Market Portfolio
BlackRock Real Estate Securities Fund
BlackRock Short Obligations Fund
BlackRock Tactical Opportunities Fund
BlackRock Technology Opportunities Fund
BlackRock Total Emerging Markets Fund
BlackRock Total Factor Fund
iShares Developed Real Estate Index Fund
iShares Edge MSCI Min Vol EAFE Index Fund
iShares Edge MSCI Min Vol USA Index Fund
iShares Edge MSCI Multifactor Intl Index Fund
iShares Edge MSCI Multifactor USA Index Fund
iShares Edge MSCI USA Momentum Factor Index Fund
iShares Edge MSCI USA Quality Factor Index Fund
iShares Edge MSCI USA Size Factor Index Fund
iShares Edge MSCI USA Value Factor Index Fund
iShares MSCI Asia ex Japan Index Fund
iShares MSCI Developed World Index Fund
iShares RussellMid-Cap Index Fund
iShares RussellSmall/Mid-Cap Index Fund
iShares Short-Term TIPS Bond Index Fund
iShares Total U.S. Stock Market Index Fund
BlackRock Funds III
BlackRock Cash Funds: Institutional*
BlackRock Cash Funds: Treasury*
BlackRock LifePath® Dynamic Retirement Fund*
BlackRock LifePath® Dynamic 2020 Fund*
BlackRock LifePath® Dynamic 2025 Fund*
BlackRock LifePath® Dynamic 2030 Fund*
BlackRock LifePath® Dynamic 2035 Fund*
BlackRock LifePath® Dynamic 2040 Fund*
BlackRock LifePath® Dynamic 2045 Fund*
BlackRock LifePath® Dynamic 2050 Fund*
BlackRock LifePath® Dynamic 2055 Fund*
BlackRock LifePath® Dynamic 2060 Fund*
BlackRock LifePath® Index Retirement Fund*
BlackRock LifePath® Index 2020 Fund*
BlackRock LifePath® Index 2025 Fund *
BlackRock LifePath® Index 2030 Fund *
BlackRock LifePath® Index 2035 Fund *
BlackRock LifePath® Index 2040 Fund *
BlackRock LifePath® Index 2045 Fund *
BlackRock LifePath® Index 2050 Fund *
BlackRock LifePath® Index 2055 Fund *
BlackRock LifePath® Index 2060 Fund *
iShares MSCI Total International Index Fund*
iShares Russell 1000Large-Cap Index Fund*
iShares S&P 500 Index Fund*
iShares U.S. Aggregate Bond Index Fund*
BlackRock Index Funds, Inc.
iShares MSCI EAFE International Index Fund
iShares Russell 2000Small-Cap Index Fund*
BlackRock Large Cap Series Funds, Inc.
BlackRock Advantage Large Cap Core Fund*
BlackRock Advantage Large Cap Value Fund*
BlackRock Event Driven Equity Fund
BlackRock Large Cap Focus Growth Fund*
BlackRock Latin America Fund, Inc.
BlackRock Liquidity Funds
California Money Fund
Federal Trust Fund
FedFund
MuniCash
MuniFund
New York Money Fund
TempCash
TempFund
T-Fund
Treasury Trust Fund
BlackRock Series, Inc.
BlackRock International Fund
Funds For Institutions Series
BlackRock Premier Government Institutional Fund*
BlackRock Select Treasury Strategies Institutional Fund*
BlackRock Treasury Strategies Institutional Fund*
FFI Government Fund
FFI Treasury Fund
Master Institutional Money Market LLC
Master Premier Government Institutional Portfolio
Master Treasury Strategies Institutional Portfolio
Master Investment Portfolio
Active Stock Master Portfolio
International Tilts Master Portfolio
Large Cap Index Master Portfolio
LifePath® Dynamic Retirement Master Portfolio
LifePath® Dynamic 2020 Master Portfolio
LifePath® Dynamic 2025 Master Portfolio
LifePath® Dynamic 2030 Master Portfolio
LifePath® Dynamic 2035 Master Portfolio
LifePath® Dynamic 2040 Master Portfolio
LifePath® Dynamic 2045 Master Portfolio
LifePath® Dynamic 2050 Master Portfolio
LifePath® Dynamic 2055 Master Portfolio
LifePath® Dynamic 2060 Master Portfolio
LifePath® Index Retirement Master Portfolio
LifePath® Index 2020 Master Portfolio
LifePath® Index 2025 Master Portfolio
LifePath® Index 2030 Master Portfolio
LifePath® Index 2035 Master Portfolio
LifePath® Index 2040 Master Portfolio
LifePath® Index 2045 Master Portfolio
LifePath® Index 2050 Master Portfolio
LifePath® Index 2055 Master Portfolio
LifePath® Index 2060 Master Portfolio
Money Market Master Portfolio
S&P 500 Index Master Portfolio
Total International ex U.S. Index Master Portfolio
Treasury Money Market Master Portfolio
U.S. Total Bond Index Master Portfolio
Master Large Cap Series LLC
Master Advantage Large Cap Core Portfolio
Master Advantage Large Cap Value Portfolio
Master Large Cap Focus Growth Portfolio
Master Money LLC
Master Treasury LLC
Quantitative Master Series LLC
Master Small Cap Index Series
Ready Assets Government Liquidity Fund
Ready Assets U.S.A. Government Money Fund
Ready Assets U.S. Treasury Money Fund
Retirement Series Trust
Retirement Reserves Money Fund
Group B Funds(Non-Index Fixed-Income Funds) to Elect Nominees of Board I1, 2
BlackRock Funds IV
BlackRock Alternative Capital Strategies Fund
BlackRock Global Long/Short Credit Fund
BlackRock Impact Bond Fund
BlackRock Funds VI
BlackRock CoreAlpha Bond Fund
Master InternationalInvestment Portfolio II
CoreAlpha Bond Master Portfolio
1 | The Funds (Registrants) are listed in bold in these tables. The Portfolios (series of Funds) are indicated in the list by an entry below the Registrant’s name. The shares of all of the Portfolios that are series of the same Fund will be voted together as a single class with respect to the election of the Board Nominees of that Fund. |
2 | The principal executive office of each Fund is located at 100 Bellevue Parkway, Wilmington, Delaware 19809, except the principal executive offices of BlackRock Funds III and Master Investment Portfolio are located at 400 Howard Street, San Francisco, California 94105 and the principal executive offices of Funds for Institutions Series and Master Institutional Money Market LLC are located at 60 State Street, Boston, Massachusetts 02109. |
* | Denotes a “Group A Feeder Fund.” |
PLEASE VOTENOW. YOUR VOTE IS IMPORTANT.
Please help us avoid adjournments, solicitation phone calls requesting your vote, wasteful expenses and additional mailings by promptly voting your shares.No matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s) or voting instruction form(s), date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card or voting instruction form but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a bank, broker, financial intermediary or other nominee you must provide voting instructions to your bank, broker, financial intermediary or other nominee holding your shares about how to vote your shares in order for them to vote your shares asyou instruct at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meetings of Shareholders to Be Held on November 21, 2018. The Notice of Joint Special Meetings of Shareholders, the Proxy Statement and the forms of proxy card and voting instruction form are available on the Internet athttps://www.proxy-direct.com/blk-30180. On this website, you will be able to access the Notice of Joint Special Meetings of Shareholders, the Proxy Statement, the forms of proxy card and voting instruction form and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.
If you have any questions, would like to vote your shares, or wish to obtain directions so that you can attend the Meeting, please call Computershare Fund Services (“Computershare”), the proxy solicitor for the Funds, toll-free at1-866-200-9096.
PROPOSALS 1(a), 1(b), 2(a) AND 2(b)—ELECTION OF BOARD NOMINEES
The purpose of Proposal 1(a) is to elect fifteen Board Nominees to the Board of each Group A Fund (Board II).
The purpose of Proposal 1(b) is to elect eleven Board Nominees to the Board of each Group B Fund (Board I).
The purpose of Proposal 2(a) is to provide voting instructions to each Group A Feeder Fund with respect to how the Group A Feeder Fund, as a beneficial owner of the applicable Master Fund, should vote in connection with the election of fifteen Board Nominees to the Board of the applicable Master Fund.
The purpose of Proposal 2(b) is to provide voting instructions to BlackRock CoreAlpha Bond Fund with respect to how BlackRock CoreAlpha Bond Fund, as beneficial owner of CoreAlpha Bond Master Portfolio, should vote in connection with the election of eleven Board Nominees to the Board of CoreAlpha Bond Master Portfolio.
A list of the Group A Funds and Group B Funds appears on pages4-6 of this Proxy Statement.
The election of the Board Nominees is being proposed as part of a larger initiative to realign and consolidate the Boards overseeing the mutual funds andclosed-end funds advised by BlackRock Advisors, LLC or BlackRock Fund Advisors and/or their affiliates (collectively, the “BlackRock-advised Funds”). That initiative is described in more detail below. If elected by shareholders of the Funds at the Meeting, the Board Nominees would take office effective onJanuary 1, 2019 or such later date as will be communicated to shareholders if the Meeting is adjourned, postponed or delayed.
Explanation of Board Realignment and Consolidation
Currently, the BlackRock-advised Funds are divided into three different complexes – the Equity-Liquidity Complex, the Equity-Bond Complex and theClosed-End Complex (each, a “Fund Complex” and collectively, the “BlackRock Fund complex”) – and the same individuals comprise the boards of directors/trustees of the BlackRock-advised Funds within a Fund Complex. It is proposed that the three current boards of directors/trustees and the Fund Complexes they oversee be realigned and consolidated into two boards of directors/trustees and two Fund Complexes. Subject to shareholder approval, one board of directors/trustees (referred to in this Proxy Statement as “Board I”) would focus on the oversight of the BlackRock-advisednon-index fixed-income mutual funds and all of the BlackRock-advisedclosed-end funds within the BlackRock Fund complex, including fixed-income mutual funds that are designed for sale through insurance company separate accounts (collectively, the “Insurance Funds”). Subject to shareholder approval, the second board of directors/trustees (referred to in this Proxy Statement as “Board II”) would focus on the oversight of the BlackRock-advised equity, multi-asset, index and money market funds within the BlackRock Fund complex, including equity, multi-asset, index and money market Insurance Funds. Shareholders of the funds in the Equity-Bond Complex, including the Insurance Funds in the Equity-Bond Complex (collectively, the “Equity-Bond Funds”) are being asked to approve the Board Nominees to Board I and Board II, as applicable, in separate proxy statements.
Board I is expected to be comprised of all of the current directors/trustees who currently serve on the boards of directors/trustees of the BlackRock-advised Funds in theClosed-End Complex (collectively, the“Closed-End Funds”), plus an additional director/trustee who currently
serves on the boards of directors/trustees of the Equity-Bond Funds (collectively, the “Equity-Bond Board”). Board II is expected to be comprised of directors/trustees who currently serve on the boards of directors/trustees of the Equity-Liquidity Funds (collectively, the “Equity-Liquidity Board”) and directors/trustees who currently serve on the Equity-Bond Board, other than (i) the members of the Equity-Liquidity Board and the Equity-Bond Board who are scheduled to retire at the end of 2018, (ii) the current member of the Equity-Bond Board who has been nominated to serve on Board I and (iii) two current members of the Equity-Liquidity Board who are expected to serve as consultants to the Independent Board Members (as defined below) of each Group A Fund following the realignment and consolidation. As discussed below, this realignment and consolidation is expected to enable each of Board I and Board II to focus attention on issues of particular relevance to the types of funds that they oversee and to streamline and enhance the effectiveness of board oversight of the applicable Fund Complex.
Reasons for Board Realignment and Consolidation
On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. Following the Transaction, BlackRock, in consultation with the
Board of each of the funds in the Fund complex, undertook a review of the investment advisory operations it had acquired and the operations of the funds formerly advised by MLIM with the goal of moving the funds to a more cohesive and rational operating platform. BlackRock and the Boards each discussed certain proposals designed to achieve this goal. Specifically, the Boards discussed with BlackRock the possibility of consolidating the Boards. Discussions were held with each of the seven Boards and ideas for consolidation were considered, including the appropriate number of Boards, the appropriate number of Board Members and which Board would be best suited to oversee specific types of funds (open-end equity, open-end fixed-income, open-end money market funds and closed-end funds). These meetings were facilitated by outside counsel and were held among the Board Members who are not “interested persons,” as defined in the 1940 Act (the “Independent Board Members”), as well as with management personnel from BlackRock. Over the course of several months and numerous such meetings, consensus was reached on the appropriate structure for the New Boards, the number of New Boards, and the composition of those New Boards, as well as the funds each New Board would oversee, and these results were proposed for consideration at each Board’s next in person meeting.
Among BlackRock and the Boards’ proposals was a recommendation that the number of Boards overseeing the Funds be reduced by the election of a single Board (Board A) intended to oversee the Group A Funds, a second Board (Board B) intended to oversee the Group B Funds and a third Board intended to oversee all closed-end funds. The proposals would result in a Fund complex overseen by three distinct New Boards. BlackRock, in consultation with the Boards, also proposed that the number of Board Members who are “interested persons” of the Funds as defined in the 1940 Act consist of three (3) members of Board A and two (2) members of Board B and of the New Board overseeing the closed-end funds in the Fund complex.
At meetings held during May 2007,in July 2018, the Equity-Liquidity Board and the Equity-Bond Board each Board determined that realigning the Boards into a smaller number of Boards mayboard realignment and consolidation could provide benefits to shareholders of the funds.Equity-Liquidity Funds and the Equity-Bond Funds, respectively. Each Board has reviewed the qualifications and backgrounds of the Board Nominees and believes that they are experienced in overseeing investment companies and are familiar with the BlackRock Fund complex and with BlackRock Advisors.BlackRock. In addition, the Board Members have had the opportunity to meet with their counterparts on other Boardsboards of directors/trustees in the BlackRock Fund complex. The Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. The Funds do not expect to realize immediate savings on director compensation in the aggregate across all of the New Boards because the total number of Independent Board Members will not change. There could be future savings, however, if (as is anticipated) normal retirements reduce Board size. Independent Board Member compensation has not yet been established by the New Boards.
The Boards also reviewed the efficiencies sought to be gained through Board consolidation, focusing on, among other things, the significant reduction in the volume of Board materials required to be prepared by BlackRock Advisors and the funds’ other service providers for each of the seven quarterly Board meetings. Additionally, the Boards focused on ensuring that portfolio management time dedicated to keeping the multiple Boards up to date on performance and portfolio management issues across the seven Boards could be efficiently managed. The Board noted, as an example, that many senior portfolio managers currently attend seven Board meetings each quarter and that if the Board consolidation were approved, such portfolio managers would only have to attend three Board meetings each quarter. The Boards also considered the benefits from a compliance perspective. In particular, the Boards considered that the seven Board structure resulted in the creation of four separate sets of compliance policies and procedures and compliance manuals, and that while these compliance materials are broadly consistent across the Fund complex, consolidating the Boards into the NewMembers considered:
1) | that each Fund would benefit from the realignment to Board I or Board II, as applicable, each of which would oversee the business and operations of a number of Funds that have similar investment strategies, which may provide the members of Board I or Board II, as applicable, with the potential to obtain enhanced insights into the Funds’ investment strategies, operations and their associated risks; |
2) | that while each member of Board II would oversee more of theopen-end BlackRock-advised Funds than before, the number of investment strategies used by the Group A Funds will not be significantly different and the division of investment strategies between Board I and Board II upon consolidation is appropriate; |
3) | the potential strength of the bargaining position of each of Board I and Board II upon realignment and consolidation with respect to interfacing with management and other service providers of the BlackRock-advised Funds they oversee; |
4) | that the Board I Nominees and the Board II Nominees have significant professional experience and skills, as well as experience overseeing funds that use similar kinds of investment strategies as used by the Group B Funds and Group A Funds, respectively; |
5) | that the Board Nominees have experience overseeing the nature and quality of investment advisory and other services that BlackRock provides to investment companies; |
6) | that the time spent by portfolio managers and other members of management keeping multiple boards of directors/trustees up to date would be reduced by board consolidation and realignment, resulting in greater efficiencies and potentially enhancing communication; and |
7) | the costs that are associated with the board realignment and consolidation, including the costs related to the proxy and the election of the Board Nominees and costs associated with reorganizations of a number of existing BlackRock-advised Funds into certain newly |
organized Group B Funds as an initial step toward board realignment and consolidation, and the arrangement between BlackRock and certain Funds to share the costs associated with the board realignment and consolidation, and the potential for future cost savings for Fund shareholders due to the board realignment and consolidation generally. |
The Equity-Liquidity Board structure would promote the adoption of uniform compliance policies and procedures for the appropriate funds overseen by each New Board. The Boards and BlackRockhas concluded that the Board consolidation would result in efficiencies in termsNominees to Board II have the requisite capacity and expertise to oversee all of compliance monitoringthe Group A Funds and oversightrecommends that shareholders of Group A Funds vote for Proposal 1(a) and, would streamline Newif applicable, provide voting instructions for Proposal 2(a), and has concluded that the Board reportingNominees to Board I have the requisite capacity and monitoringexpertise to oversee all of fund compliance.the Group B Funds and recommends that shareholders of Group B Funds vote for Proposal 1(b) and, if applicable, provide voting instructions for Proposal 2(b).
These individual Board meetings were held during May 2007, and the proposalsThe Proposals described in this Proxy Statement were considered and approved unanimously by thosethe Existing Board Members who were present at the May meetings.July Meetings. You are being asked to elect the Board Nominees to serve as the Board of your Fund’s New Board.Fund(s). Each Board I Nominee has consented to serve on the NewBoards of the Group B Funds if elected by shareholders. Each Board II Nominee has consented to which he or she has been nominatedserve on the Boards of the Group A Funds if elected by shareholders. If, however, before the election, anya Nominee refuses or is unable to serve or for good cause will not serve, proxies may be voted for a replacement Board Nominee, if any, designated by the current Board Members.Members of your Fund.
The nominations of the Board Nominees listed below have been approved by the Existing Board Members. Information about the Board Nominees offor your Fund’s New Board is set forth below.
Nominees for Each Fund Board
The Board of each Equity-Liquidity Fund currently consists of 13 Board Members, 11 of whom are not “interested persons” (as defined in the sections below. Each ExistingInvestment Company Act) (the “Independent Board has determined thatMembers”) of the numberFunds. One current Board Member, Rodney D. Johnson, is scheduled to retire from the Board of each Fund as of December 31, 2018, and therefore is not standing forre-election. Two current Board Members, shall be fixed at fifteen (15) forRobert C. Robb, Jr. and Frederick W. Winter, are also not seekingre-election and are expected to serve as consultants to the Independent Board Members of each Group A Fund through the end of the calendar year in which they turn 75 years old.
The Board recommends, with respect to each of the Group A Funds, a vote“FOR” the election of each of Bruce R. Bond, Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Lena G. Goldberg, Robert M. Hernandez, Henry R. Keizer, Cynthia A. Montgomery, Donald C. Opatrny, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and thirteen (13) forClaire A. Walton (the “Board II Nominees”).
The Board recommends, with respect to each of the Group B Funds, a vote“FOR” the election of each of Michael J. Castellano, Richard E. Cavanagh, Cynthia L. Egan, Frank J. Fabozzi, Robert Fairbairn, Henry Gabbay, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch, John M. Perlowski and Karen P. Robards (the “Board I Nominees”). Each Board I Nominee other than Henry Gabbay currently serves as a director/trustee of theClosed-End Funds. Each director/trustee of theClosed-End Funds is elected each year (or every three years, in the case ofClosed-End Funds with three classes of directors/trustees) by the shareholders of theClosed-End Funds. Henry Gabbay currently serves as an Independent Board Member of each Equity-Bond Fund. Henry Gabbay served as a director/trustee of theClosed-End Funds from 2007 through 2014.
Susan J. Carter, Collette Chilton, Neil A. Cotty, Robert Fairbairn, Cynthia A. Montgomery, John M. Perlowski, Joseph P. Platt, Mark Stalnecker, Kenneth L. Urish and Claire A. Walton currently
serve as Board Members of the Funds, and each of the foregoing except Robert Fairbairn was previously elected by shareholders of the Funds.
Nominees—All of the Board ANominees, other than John M. Perlowski and Robert Fairbairn, are not “interested persons” of the Funds (the “Independent Board Nominees”). Robert Fairbairn and John M. Perlowski each currently serves as a Board Member of each Fund, as well as a director/trustee of theClosed-End Funds and the Equity-Bond Funds, and is considered an “interested person” of the Funds because of his affiliation with BlackRock, Inc. and its affiliates. Each Board Nominee elected at the Meeting will serve until his or her successor is elected or until his or her earlier death, resignation, retirement or removal.
The Board Nominees were unanimously recommended by the Independent Board Members of each Fund.
To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the proxy card or voting instruction form, or date and sign the enclosed proxy card(s) and/or voting instruction form(s) and return the proxy card(s) and/or voting instruction form(s) promptly in the enclosed postage-paid envelope. If you owned shares in more than one Fund or Portfolio thereof as of the Record Date, and/or if your Fund or Portfolio thereof is a Feeder Fund, you may receive more than one proxy card or voting instruction form. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.
Board Members’/Board Nominees’ Biographical Information. Please refer to the below tables, which identify the Board Members and Board Nominees, set forth certain biographical information about the Board Members and Board Nominees and discuss some of the experiences, qualifications and skills of the Board Nominees, for Board A, including their ages, their current position(s) withall of the Funds and length of time served, their principal occupations during at least the past five years, the number of funds in the Fund complex the Nominees oversee or would oversee and any public company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095.Funds. Each Board Nominee was nominated by the nominating committeeGovernance and Nominating Committee (the “Governance Committee”) of the Existing Board of each respective Fund.
Subject to the Funds’ shareholders electing the applicable Board Nominees, it is anticipated that following the Board realignment and consolidation, Mark Stalnecker, the current Chair Elect of the boards of directors/trustees of the Equity-Liquidity Funds, will serve as the Chair of the Boards of the Group A Funds. The Nominees also considered candidates for Chairmanboards of directors/trustees of theClosed-End Funds plan to adopt a board leadership transition that will go into effect in 2019. It is anticipated that in connection with such transition, Richard E. Cavanagh and Karen P. Robards, the current Chair and Vice ChairmanChair, respectively, of the boards of directors/trustees of theClosed-End Funds, will serve asCo-Chairs of the Boards of the Group B Funds.
The Governance Committee of the Board Aof each Fund has adopted a statement of policy that describes the experiences, qualifications, skills and Robert M. Hernandezattributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards of the Funds believe that each Independent Board Member of the Funds satisfied, at the time he or she was selectedinitially elected or appointed a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as Chairmana Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards also believe that each Independent Board Nominee that is not a current Board Member satisfies the standards contemplated by the Statement of Policy. The Boards believe that, collectively, the Independent Board Members/Nominees have balanced and Fred G. Weiss was selecteddiverse experiences, skills, attributes and qualifications, which allow the Boards to serveoperate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Independent Board Members/Nominees is their ability to review critically, evaluate, question and discuss information provided to
them, to interact effectively with the Funds’ investment advisers,sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Vice Chairman of Board A.Members.
Richard S. Davis, Laurence D. FinkEach Board believes that each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Funds or director/trustee of other BlackRock-advised Funds (and any predecessor funds), other investment funds, public companies, ornot-for-profit entities or other organizations; ongoing commitment and Henry Gabbay are “interested persons”participation in board and committee meetings, as defined inwell as their leadership of standing and other committees throughout the 1940 Act by virtue of their positions with BlackRockyears; or other relevant life experiences.
Board II Nominees (Group A Funds)
Certain biographical and its affiliates described inother information relating to the tableBoard II Nominees is set forth below.
Name and Year of Birth1, 2 | Current Held with Funds (Length of | Principal Occupation(s) | Number of Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Company and During Past Five Years | ||||||||||
Overseen | To be Overseen4 | |||||||||||||
Independent Board Nominees | ||||||||||||||
Mark Stalnecker 1951 | Chair Elect of the Board (Since 2018)5 and Board Member (Since 2015) Nominee | Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014. | 28 RICs consisting of | 44 RICs consisting of 195 Portfolios | None | |||||||||
Bruce R. Bond 1946 | Nominee | Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007. | 32 RICs consisting of 95 Portfolios | 44 RICs consisting of 195 Portfolios | None | |||||||||
Susan J. Carter 1956 | Board Member (Since 2016) Nominee | Director, Pacific Pension Institute from 2014 to 2018; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (PCRI) since 2017. | 28 RICs consisting of 141 Portfolios | 44 RICs consisting of 195 Portfolios | None |
Name and Year of Birth | Current Held with Funds (Length of | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Company and During Past Five Years | ||||||
Overseen | To be Overseen4 | |||||||||
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 |
Name and Year of Birth1, 2 | Current Held with Funds (Length of | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Company and During Past Five Years | ||||||
Overseen | To be Overseen4 | |||||||||
Henry R. Keizer 1956 | Nominee | Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010. | 32 RICs consisting of 95 Portfolios | 44 RICs consisting of 195 Portfolios | Hertz Global Holdings (car rental); WABCO (commercial vehicle safety systems); Sealed Air Corp. (packaging); Montpelier Re Holdings, Ltd. (publicly held property and casual reinsurance) | |||||
Cynthia A. Montgomery 1952 | Board Member (Since 2007) Nominee | Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012. | 28 RICs consisting of 141 Portfolios | 44 RICs consisting of 195 Portfolios | Newell Rubbermaid, Inc. (manufacturing) | |||||
Donald C. Opatrny 1952 | Nominee | Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018. | 32 RICs consisting of 95 Portfolios | 44 RICs consisting of 195 Portfolios | None |
Name and Year of Birth1, 2 | Current Held with Funds (Length of | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Company and During Past Five Years | ||||||
Overseen | To be Overseen4 | |||||||||
Joseph P. Platt 1947 | Board Member (Since 2007) Nominee | General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcastingnot-for-profit) since 2001; Chair, Basic Health International(non-profit) since 2015. | 28 RICs consisting of 141 Portfolios | 44 RICs consisting of 195 Portfolios | Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc. | |||||
Kenneth L. Urish 1951 | Board Member (Since 2007) Nominee | Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since founding in 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director,Inter-Tel from 2006 to 2007. | 28 RICs consisting of 141 Portfolios | 44 RICs consisting of 195 Portfolios | None | |||||
Claire A. Walton 1957 | Board Member (Since 2016) Nominee | Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015. | 28 RICs consisting of 141 Portfolios | 44 RICs consisting of 195 Portfolios | None | |||||
Interested Board Nominees6 | ||||||||||
Robert Fairbairn7 1965 | Board Member (Since 2018) Nominee | Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees;Co-Chair of BlackRock’s Human Capital Committee; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | 133 RICs consisting of 309 Portfolios | 133 RICs consisting of 309 Portfolios | None |
Name and Year of Birth1, 2 | Current Held with Funds (Length of | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Company and During Past Five Years | ||||||
Overseen | To be Overseen4 | |||||||||
John M. Perlowski 1964 | Board Member (Since 2015) President and Chief Executive Officer (Since 2010) Nominee | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 133 RICs consisting of 309 Portfolios | 133 RICs consisting of 309 Portfolios | None |
1 | The address of each Board II Nominee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Independent Board Members serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Board Members on acase-by-case basis, as appropriate. |
3 | Date shown is the earliest date since which a Board II Nominee has served for a Fund covered by this Proxy Statement. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Independent Board Nominees as joining the Boards in 2007, those Independent Board Nominees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; and Kenneth L. Urish, 1999. In addition, certain Independent Board Nominees who are currently directors/trustees of the Equity-Bond Funds first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Bruce R. Bond, 2005 and Robert M. Hernandez, 1996. The other Independent Board Nominees who are currently directors/trustees of the Equity-Bond Funds became members of the boards of directors/trustees of the Equity-Bond Funds as follows: Lena G. Goldberg, 2016; Henry R. Keizer, 2016; and Donald C. Opatrny, 2015. |
4 | Reflects the number of RICs and Portfolios expected to be overseen by each Board II Nominee effective January 1, 2019 following the Board realignment and consolidation, subject to shareholder election of the Board II Nominee. |
5 | Mr. Stalnecker was approved as Chair Elect of the boards of directors/trustees of the Equity-Liquidity Funds effective January 1, 2018. It is expected that, effective January 1, 2019, Mr. Stalnecker will assume the position of Chair of the Boards of the Group A Funds, following the retirement of Mr. Rodney D. Johnson, the current chair of the boards of directors/trustees of the Equity-Liquidity Funds, on December 31, 2018. |
6 | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Funds based on their positions with BlackRock and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the Equity-Bond Funds andClosed-End Funds. |
7 | Mr. Fairbairn also serves as a Member of the Board of Managers of BlackRock Investments, LLC, the principal underwriter or placement agent, as applicable, for the Equity-Liquidity Funds and the Equity-Bond Funds. |
The table below discusses some of the experiences, qualifications and skills of each of the Board II Nominees that support the conclusion that they should serve (or continue to serve) on the Boards of the Group A Funds.
Board II Nominees | Experience, Qualifications and Skills | |
Independent Board Nominees | ||
Bruce R. Bond | Bruce R. Bond has served for approximately 20 years on the board of registered investment companies, having served as a member of the Board of the Equity-Bond Complex and its predecessor funds, including 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 onnon-profit investors, from 1997 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 in the financial services industry, including 19 years at Bank of America Corporation and 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. |
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 a12-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. |
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 andnon-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 andnon-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/shortnon-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 andCo-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 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 theClosed-End Funds. |
Board I Nominees (Group B Funds)
Certain biographical and other information relating to the Board I Nominees is set forth below.
Name and Year of Birth1,2 | Current Position(s) Funds (Length of Service)3 | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Other Investment Held During Past Five Years | ||||||||||
Currently Overseen | To Be Overseen4 | |||||||||||||
Independent Board Nominees | ||||||||||||||
Richard E. Cavanagh 1946 | Nominee | Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (anot-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007. | 73 RICs consisting of 73 Portfolios | 89 RICs consisting of 114 Portfolios | None | |||||||||
Karen P. Robards 1950 | Nominee | Principal of Robards & Company, LLC (consulting and private investing) since 1987;Co-founder and Director of the Cooke Center for Learning and Development (anot-for-profit organization) since 1987; Investment Banker at Morgan Stanley from 1976 to 1987. | 73 RICs consisting of 73 Portfolios | 89 RICs consisting of 114 Portfolios | Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017 | |||||||||
Michael J. Castellano 1946 | Nominee | Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious(non-profit) from 2009 to June 2015 and since 2017; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015. | 73 RICs consisting of 73 Portfolios | 89 RICs consisting of 114 Portfolios | None |
Name and Year of Birth1,2 | Current Position(s) Funds (Length of Service)3 | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Other Investment Held During Past Five Years | ||||||
Currently Overseen | To Be Overseen4 | |||||||||
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; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; 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 andClosed-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 certainclosed-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 |
Name and Year of Birth1,2 | Current Position(s) Funds (Length of Service)3 | Principal Occupation(s) | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) | Public Other Investment Held During Past Five Years | ||||||||||
Currently Overseen | To Be Overseen4 | |||||||||||||
W. Carl Kester 1951 | Nominee | George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 73 RICs consisting of 73 Portfolios | 89 RICs consisting of 114 Portfolios | None | |||||||||
Catherine A. Lynch 1961 | Nominee | Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 73 RICs consisting of 73 Portfolios | 89 RICs consisting of 114 Portfolios | None | |||||||||
Interested Board Nominees5 | ||||||||||||||
Robert Fairbairn6 1965 | Board Member (Since 2018) Nominee | Senior Managing Director of BlackRock, Inc. since 2010; oversees BlackRock’s Strategic Partner Program and Strategic Product Management Group; Member of BlackRock’s Global Executive and Global Operating Committees;Co-Chair of BlackRock’s Human Capital Committee; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | 133 RICs consisting of 309 Portfolios | 133 RICs consisting of 309 Portfolios | None | |||||||||
John M. Perlowski 1964 | Board Member (Since 2015) President and Chief Executive Officer (Since 2010) Nominee | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 133 RICs consisting of 309 Portfolios | 133 RICs consisting of 309 Portfolios | None |
1 | The address of each Board I Nominee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Each Independent Board Member would hold office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by each Fund’sby-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Board I Nominees who are “interested persons,” as defined in the Investment Company Act serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by each Fund’sby-laws or statute, or until December 31 of the year in which they turn 72. Each Board may determine to extend the terms of Independent Board Members on acase-by-case basis, as appropriate. |
3 | Date shown is the earliest date since which a Board I Nominee has served for a Fund covered by this Proxy Statement. Following the combination of MLIM and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three fund boards in 2007. Certain Independent Board Nominees are not Board Members of the Funds; however, those Board Nominees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. The other Independent Board Nominees who are currently directors/trustees of theClosed-End Funds became members of the boards of directors/trustees of theClosed-End Funds as follows: Michael J. Castellano, 2011; Cynthia L. Egan, 2016; and Catherine A. Lynch, 2016. |
4 | Reflects the number of RICs and Portfolios expected to be overseen by each Board I Nominee effective January 1, 2019 following the Board realignment and consolidation, subject to shareholder election of the Board I Nominee. |
5 | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the Investment Company Act, of each Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also directors/trustees of theClosed-End Funds and the Equity-Bond Funds. |
6 | Mr. Fairbairn also serves as a Member of the Board of Managers of BlackRock Investments, LLC, the principal underwriter or placement agent, as applicable, for the Equity-Liquidity Funds and the Equity-Bond Funds. |
The table below discusses some of the experiences, qualifications and skills of each of the Board I Nominees that support the conclusion that they should serve (or continue to serve) on the Boards of the Group B Funds.
Board I Nominees | Experience, Qualifications and Skills | |
Independent Board Nominees | ||
Richard E. Cavanagh | Richard E. Cavanagh is expected to bring to the Boards a wealth of practical business knowledge and leadership as an experienced director/trustee of various public 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 into investment trends and conditions. Mr. Cavanagh’s long-standing service as a director/trustee/chair of theClosed-End 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 | Experience, Qualifications and Skills | |
theClosed-End Funds also provides her with a specific understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. | ||
Michael J. Castellano | The Boards are expected 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. 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. | |
Cynthia L. Egan | Cynthia L. Egan is expected to bring to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and of The Hanover Group, a public property casualty insurance company. | |
Frank J. Fabozzi | Frank J. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. | |
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 |
Board I Nominees | Experience, Qualifications and Skills | |
Director of BlackRock, Inc., Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides 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 certainClosed-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. | ||
R. Glenn Hubbard | R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard 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 adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the 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, includingco-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 |
Board I Nominees | Experience, Qualifications and Skills | |
BlackRock’s Global Executive and Global Operating Committees andCo-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 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 theClosed-End Funds. |
Existing Board Members Not SeekingRe-Election
Certain biographical and other information relating to the Existing Board Members who are not seekingre-election as a result of their retirement or transition to consultant is set forth below. The terms of the Existing Board Members listed below will end on December 31, 2018.
Name and Year of Birth1, 2 | Current Position(s) Held (Length of Service)3 | Principal Occupation(s) | Number of (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Currently Overseen | Public
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Joe Grills is expected to serve on the advisory board of each Group A Fund; however, Mr. Grills is not a Nominee and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Grills will serve on the advisory boards through December 31, 2007.
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Nominees—Board B
The Nominees for Board B, including their ages, their principal occupations during at least the past five years, their current position(s) with the Funds and length of time served, the number of funds in the Fund complex the Nominees oversee or would oversee and any public company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095. Each Nominee was nominated by the nominating committee of the Existing Board of each respective Fund. The Nominees also considered candidates for Chairman of Board B, and Rodney D. Johnson and Ronald W. Forbes were each selected to serve as Co-Chairs of Board B.
Richard S. Davis and Henry Gabbay are “interested persons” as defined in the 1940 Act by virtue of their positions with BlackRock and its affiliates described in the table below.
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Frederick W. Winter4 1945 | Board Member (Since 2007) | Director, Alkon Corporation since 1992; Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh, Dean and Professor from 1997 to 2005, Professor until 2013. | 28 RICs consisting of 141 Portfolios | None |
1 | The address of each Existing Board Member is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
2 | Independent Board Members serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Board Members on acase-by-case basis, as appropriate. The Board has approved extending the mandatory retirement age for Rodney D. Johnson until December 31, 2018. |
3 | Date shown is the earliest date since which an Existing Board Member has served for a Fund covered by this Proxy Statement. Following the combination of MLIM and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Existing Board Members as joining the Boards in 2007, those Existing Board Members first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Rodney D. Johnson, 1995; Robert C. Robb, Jr., 1999 and Frederick W. Winter, 1999. |
4 | Messrs. Robb and Winter are expected to serve as consultants to the Independent Board Members of each Group A Fund. Messrs. Robb and Winter are not Nominees and shareholders are not being asked to elect them to the Board of each Group A Fund. It is anticipated that Messrs. Robb and Winter will each serve as a consultant to the Independent Board Members of each Group A Fund through the end of the calendar year in which they turn 75 years old. |
The table below discusses some of the experiences, qualifications and skills of each of the Existing Board Members who are not seekingre-election as a result of their retirement or transition to a consultant.
Existing Board Members | Experience, Qualifications and Skills | ||||||||||
Independent Existing Board Members | |||||||||||
Rodney D. Johnson | Rodney D. Johnson has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 25 years of experience as a financial advisor covering a range of engagements, which has broadened his knowledge of and experience with the investment management business. Prior to founding Fairmount Capital Advisors, Inc., Mr. Johnson served as Chief Financial Officer of Temple University for four years. He served as Director of Finance and Managing Director, in addition to a variety of other roles, for the City of Philadelphia, and has extensive experience in municipal finance. Mr. Johnson was also a tenured associate professor of finance at Temple University and a research economist with the Federal Reserve Bank of Philadelphia. | ||||||||||
Robert C. Robb, Jr.
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Frederick W. Winter
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David R. Wilmerding, Jr. is expected to serve on the advisory board of each Group B Fund; however, Mr. Wilmerding Jr. is not a NomineeBoard Leadership Structure and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Wilmerding will serve on the advisory boards through December 31, 2007.
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General Information Regarding the BoardsOversight
Compensation:Each Board of 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 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 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 reviewed by the Boards. The role of the Chair of the Boards is to preside at all meetings of the Boards, and to act as a liaison with service providers, officers, attorneys, and other Board Members 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 in accordance with the provisions of the Investment Company Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of BlackRock and its role in running the operations of the Funds.
Day-to-day risk management with respect to the Funds is the responsibility of BlackRock or other service providers (depending on the nature of the risk), subject to the supervision of BlackRock. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by BlackRock or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight is part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) for the Funds, BlackRock, and internal auditors for BlackRock or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service 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.
Compensation. Information relating to compensation paid to Independentthe Board Members of the Existing Boards for each Fund’s most recent fiscal year is set forth inAppendix CD.. No compensation information is shown for Board Members whose term of office will not continue, for certain Funds identified inAppendix C, after November 1, 2007.
Equity Securities Owned by the Nominees:Board Members and Board Nominees. Information relating to the amount of equity securities owned by the Board Members/Nominees in the Funds that they oversee or are nominated to oversee as well as other funds in the BlackRock Fund complex,Complexes, as of March 31, 2007August 1, 2018, is set forth inAppendix DE..
Attendance of Board Members at Shareholder Meetings: No RegistrantShareholders’ Meetings. None of the Funds currently has a formal policy with regardregarding Board Members’ attendance at shareholders’ meetings. None of the Funds held, or were required to attendance ofhold, a shareholders’ meeting at which Board Members at shareholder meetings.were elected during its last fiscal year.
Board Meetings:Meetings. Information relating to the number of times that the Existing Boards on which the Board Members served met during theeach Fund’s most recent fiscal year is set forth inAppendix EF..
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 Existing Boards:Boards. Information relating to the various standing committees of the Boards is set forth below.
The Existing BoardsBoard of each Fund has established the following standing committees for each Fund.
Audit Committee. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of each Fund’s Independent Registered Public Accounting Firm and to oversee the Independent Registered Public Accounting Firm’s work. The Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for the Funds; (3) review the conduct and results of each independent audit of each Fund’s annual financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Fund and the internal controls of the Funds and certain service providers; (5) oversee the performance of each Fund’s Independent Registered Public Accounting Firm; (6) review and discuss with management and the Fund’s Independent Registered Public Accounting Firm the performance and findings of the Fund’s internal auditors; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. The Existing Board of each Fund has adopted a written charter for the Audit Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/shareholder-letters/eb-el-open-end-funds-audit-committee-charters.pdf.
The Audit Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Audit Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix FF..
The current members of each Fund’s Audit Committee, all of whom are Independent Board Members, are as follows:
Kenneth L. Urish (Chair)
Neil A. Cotty
Claire A. Walton
Frederick W. Winter
Effective January 1, 2019, it is anticipated that Henry R. Keizer will serve as Chair of the Audit Committee of each Group A Fund, subject to shareholder election of the Board Nominees. The boards of directors/trustees of theClosed-End Funds plan to adopt a board leadership transition that will go into effect in 2019. It is anticipated that in connection with such transition, Michael J. Castellano will serve as Chair of the Audit Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
OfficersGovernance and Nominating Committee. The principal responsibilities of the Governance Committee are to (1) identify individuals qualified to serve as Independent Board Members of each Fund and recommend Independent Board Member nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Board Member compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Board Members; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. The Governance Committee of each Board may consider nominations for the office of Board Member made by Fund shareholders as it deems appropriate. Each Governance Committee may consider nominees recommended by a shareholder. Fund shareholders who wish to recommend a nominee to the Governance Committee in the future should send such recommendation to the Secretary of the Funds and include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. The Existing Board of each Fund has adopted a written charter for the Governance Committee, a copy of which is available athttps://www.blackrock.com/investing/literature/forms/eb-el-open-end-funds-governance-committee-charters.pdf.
The Governance Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Governance Committee meetings), met four times (for Funds with fiscal years ending 3/31 and 4/30), five times (for Funds with fiscal years ending 1/31, 5/31, 6/30 and 12/31), six times (for Funds with fiscal years ending 7/31 and 10/31) and seven times (for Funds with fiscal years ending 9/30) during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix F.
The current members of each Fund’s Governance Committee, all of whom are Independent Board Members, are as follows:
Cynthia A. Montgomery (Chair)
Susan J. Carter
Collette Chilton
Robert C. Robb, Jr.
Effective January 1, 2019, it is anticipated that Cynthia A. Montgomery will serve as Chair of the Governance Committee of each Group A Fund and R. Glenn Hubbard will serve as Chair of the Governance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
The Governance Committee of each Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board will be better suited to fulfill its responsibility of overseeing each Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing each Fund in determining whether one or more new Board Members should be added to the Board. Each Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee of each Board believes that the Board Nominees as a group possess the array of skills, experiences and backgrounds necessary to guide each Fund. The Board Nominees’ biographies included in this Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Funds. The Governance Committee may, but is not required to, engage the services of a third-party firm at the relevant Funds’ expense to identify and assist in evaluating potential Board candidates.
Further, each Board has adopted Board Member qualification requirements, including: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements.
Compliance Committee. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the Funds, the fund-related activities of BlackRock and anysub-adviser and the Funds’ third-party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of each Fund and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning a Fund’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding each Fund’s CCO, including determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. The Existing Board of each Fund has adopted a written charter for the Fund’s Compliance Committee.
The Compliance Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Compliance Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix F.
The current members of each Fund’s Compliance Committee, all of whom are Independent Board Members, are as follows:
Joseph P. Platt (Chair)
Neil A. Cotty
Robert C. Robb, Jr.
Claire A. Walton
Effective January 1, 2019, it is anticipated that Lena G. Goldberg will serve as Chair of the Compliance Committee of each Group A Fund and Cynthia L. Egan will serve as Chair of the Compliance Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
Performance Oversight Committee. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon performance objectives and to assist the Independent Board Members in their consideration of investment advisory agreements. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of a Fund’s investment objective, policies and practices; (2) review information on each Fund’s investment performance; (3) review information on appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of each Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental andnon-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Existing Board of each Fund has adopted a written charter for the Performance Oversight Committee.
The Performance Oversight Committee of each Fund, other than BlackRock LifePath Dynamic 2060 Fund and LifePath Dynamic 2060 Master Portfolio (which each had two Performance Oversight Committee meetings), met four times during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix F.
The current members of each Fund’s Performance Oversight Committee, all of whom are Independent Board Members, are as follows:
Mark Stalnecker (Chair)
Susan J. Carter
Collette Chilton
Frederick W. Winter
Effective January 1, 2019, it is anticipated that Donald C. Opatrny will serve as Chair of the Performance Oversight Committee of each Group A Fund and Frank J. Fabozzi will serve as Chair of the Performance Oversight Committee of each Group B Fund, subject to shareholder election of the Board Nominees.
Executive Committee. The principal responsibilities of the Executive Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee by the Board. The Existing Board of each Fund has adopted a written charter for the Executive Committee.
The Executive Committee of each Fund did not meet during the Fund’s (or for series Funds, each Portfolio’s) most recent fiscal year, which is set forth inAppendix F.
The current members of each Fund’s Executive Committee, all of whom are Independent Board Members (other than Robert Fairbairn, who is an “interested person” of the Funds), are as follows:
Rodney D. Johnson (Chair)
Collette Chilton
Robert Fairbairn
Executive Officers of the Funds.Information about the current executive officers of each Fund, including their agesyear of birth and their principal occupations during the past five years, is set forth inAppendix HG..
Indemnification of Board Members and Officers
The governing documents of each Registrant generally provide that, to the extent permitted by applicable law, the Registrant will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Registrant, unless, as to liability to the Registrant or its investors, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices. The Registrants organized under Massachusetts law generally prohibit indemnification where it is finally adjudicated that those seeking indemnification did not act in good faith in the reasonable belief that their actions were in the best interests of the Massachusetts Trust. For Registrants incorporated under Maryland law, indemnification is not permitted in the case of actions or omissions committed in bad faith or as a result of active and deliberate dishonesty, which are material to the matter giving rise to the proceeding, or with respect to which an improper personal benefit in money, property or services was received or, in the case of a criminal proceeding, committed with reasonable cause to believe that the action or omission was unlawful. Indemnification provisions contained in a Registrant’s governing documents are subject to any limitations imposed by applicable law.
The funds in the Fund complex have also entered into a separate indemnification agreement with the Board Members of each Board (the “Indemnification Agreement”). The Indemnification Agreement (i) extends the indemnification provisions contained in a fund’s governing documents to Board Members who leave that fund’s Board and serve on an advisory board of a different fund in
the Fund complex; (ii) sets in place the terms of the indemnification provisions of a fund’s governing documents once a Board Member retires from a Board and (iii) in the case of Board Members who leave a Board of a fund in connection with the Board consolidation contemplated by this Joint Proxy Statement, clarifies that that fund continues to indemnify the Board Member for claims arising out of his or her past service to that fund.
Certain Legal Proceedings
[insert if applicable]
Your Existing Board unanimously recommends that you vote, or provide voting instructions, “FOR” the election of each of the Nominees to Board A or Board B, as applicable.
PROPOSAL 2—TO CHANGE THE INVESTMENT OBJECTIVE
OF EACH OF BLACKROCK BOND FUND AND MASTER BOND PORTFOLIO
The prospectus of BlackRock Bond Fund (“Bond Fund”), a series of BlackRock Bond Fund, Inc., states that the primary objective of Bond Fund is to provide shareholders with as high a level of current income as is consistent with the investment policies of Bond Fund. As a secondary objective, Bond Fund seeks capital appreciation when consistent with its primary objective.
Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in the Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as Bond Fund.
The Existing Board of BlackRock Bond Fund, Inc. and the Existing Board of Master Bond LLC are proposing that Bond Fund and Master Bond PortfolioNominee under each amend its investment objective from the objective as stated above to the following:to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index is currently the benchmark index of Bond Fund and Master Bond Portfolio and is a widely recognized unmanaged market-weighted index, comprised of investment-grade corporate bonds rated BBB or better, mortgages and U.S. Treasury and Government agency issues with at least one year to maturity. The investment objective of each of Bond Fund and Master Bond Portfolio will remain a fundamental policy that may be changed only by shareholder vote. If the amended investment objective is approved by shareholders, Bond Fund will change its name from “BlackRock Bond Fund” to “BlackRock Total Return Fund.”
The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. The principal risks of investing in Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio.
Shareholders are being asked to approve a change in the investment objective of Bond Fund and Master Bond Portfolio in connection with a proposed tax-free reorganization in which Bond Fund will acquire all of the assets of BlackRock Total Return Portfolio (“Total Return”), a portfolio of BlackRock Funds II, in exchange for shares of common stock of Bond Fund and the assumption by Bond Fund of certain stated liabilities of Total Return (the “Reorganization”). As is currently the case with for Bond Fund, the combined fund will invest all of its assets in the Master Bond Portfolio as part of a feeder fund in a master/feeder structure. After completion of the
Reorganization, the Master Bond Portfolio is expected to be managed by the portfolio management team that includes members that have managed Total Return during its entire operating history and in the same manner as Total Return is currently managed. The portfolio management team has also managed Master Bond Portfolio since October 2006. Shareholders of Total Return are being asked to consider and approve the proposed Reorganization. Shareholders of Bond Fund and Master Bond Portfolio are not required, and are not being asked, to vote on the Reorganization. If shareholders do not approve this change in investment objective, the Reorganization will not be consummated as contemplated.
If the proposed change in the investment objective of Bond Fund and Master Bond Portfolio is approved by shareholders at the Meeting, the prospectus and statement of additional information of BlackRock Bond Fund Inc. and Master Bond LLC will be revised, as appropriate, to reflect this change to the fundamental investment objective.
The shareholders of Bond Fund will also vote on the change in the investment objective of Master Bond Portfolio.
The Existing Board of BlackRock Bond Fund, Inc. and the Existing Board of Master Bond LLC recommend that the shareholders of Bond Fund and Master Bond Portfolio vote FOR the proposed change in the fundamental investment objective.applicable Proposal.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action atFor each Meeting. The quorum requirement for each Fund, is set forth inAppendix B. For all Funds that are organized as a series of a Registrant, a quorum of the shareholders of the Registranta Fund as a whole, including the shareholders of the Portfolios of the Fund, if any, is required to be present in person or represented by proxy, in order to take any action at the Meeting with respect to Proposal 1Proposals 1(a) and 1(b) as it appliesapplicable to thethat particular Registrant, and aFund. The quorum of the Bondrequirement for each Fund and Master Bond Portfolio, respectively, is required to take any action at the Meeting with respect to Proposal 2.set forth inAppendix A.
The shareholders ofvote requirement for each Fund organizedto elect Board Nominees is set forth inAppendix A. Votes on Proposals 1(a) and 1(b) will be tabulated on a Fund basis, such that the votes of Portfolios that are series of the same Fund will be voted together as a feeder fund in a master/feeder structure (identified in Appendix A) in which such Fund invests all or substantially all of its assets in a corresponding master Fund or series of a corresponding master Fund will also vote on Proposal 1single class with respect to the election of the Nominees toBoard members of that Fund. Approval of Proposals 1(a) and 1(b) will occur only if a sufficient number of votes at the BoardMeeting are cast “FOR” the proposal. Abstentions and “brokernon-votes” will not be counted as votes cast and therefore, abstentions and brokernon-votes will have the same effect as a vote against Proposals 1(a) or 1(b), as applicable, for Funds (identified inAppendixA) which require a majority of their corresponding master Fund. The shareholders of Bond Fund will also vote on Proposal 2 with respect to the change in the investment objective of Master Bond Portfolio.
Votes cast by proxy oroutstanding shares present, in person at each Meeting will be tabulatedor by the inspectors of election appointed for that Meeting. The inspectors of election, who may be employees of BlackRock, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treatproxy. However, abstentions and “broker non-votes” (i.e.brokernon-votes will not have an effect on Proposals 1(a) or 1(b), as applicable, for Funds that require a plurality or a majority of the votes cast. Brokernon-votes occur when shares are held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter) as presentmatter. A vote requiring a plurality to elect Board Nominees for purposesa Fund means that the Board Nominees receiving the largest number of determining a quorum.votes cast will be elected to fill the available positions for that Fund.
The shareholders of each Fund organized as a Feeder Fund in a master/feeder structure (identified inAppendix B) where such Fund invests all or substantially all of its assets in a corresponding Master Fund or series of a corresponding Master Fund are also being asked, in Proposals 2(a) and 2(b), as applicable, to provide voting instructions to such Feeder Fund with respect to the election of the Board Nominees of the corresponding Master Fund contemplated by Proposals 1(a) and 1(b), respectively.
Each Feeder Fund will vote its interests in the Master Fund in which it invests in accordance with the voting instructions received from the shareholders of the Feeder Fund and will vote interests in the Master Fund with respect to which it has not received voting instructions in the same proportion as the interests for which it has received instructions from other shareholders
(this is called “proportional voting” or “echo voting”). The Feeder Funds do not require that a specified number of shareholders submit voting instructions before a Feeder Fund will vote its interests in the applicable Master Fund at the Meeting. Because each Feeder Fund will use proportional voting to vote its interests in its corresponding Master Fund, a small number of shareholders could determine how a Feeder Fund votes if other shareholders fail to vote. Please note that, as the Master Funds may have shareholders besides the Feeder Funds, it is possible that a matter may be approved by the Master Funds, even if it is not approved by Feeder Fund shareholders.
If you hold your shares directly (notthrough the Fund (i.e., not through a broker-dealer, bank, broker, financial intermediary or other financial institution,nominee, or variable annuity contract or variable life insurance policy), and if you return a properly executed proxy card that does not specify how you wish to vote on a proposal,Proposals 1(a) or 1(b), as applicable, your shares will be voted “FOR”and voting instructions will be submitted, as applicable, in accordance with the recommendations of the Boards “FOR” the Board Nominees in Proposal 1.Proposals 1(a) and 1(b) and, if applicable, “FOR” the Board Nominees in Proposals 2(a) and 2(b), as applicable.
Broker-dealerThe Funds expect that broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1Proposals 1(a) and Proposal 21(b), and to submit voting instructions for Proposals 2(a) and 2(b), as applicable, before the Meeting. The Funds understand that such
Under New York Stock Exchange rules, broker-dealer firms may, without instructions, from their customers and clients, grant authority to the proxies designatedgive a proxy to vote on the election of Nominees in Proposal 1routine matters if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Broker-dealer firms willIf instructions are not be permittedreceived 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 authority with respect to which no instructions have been received in connection withfor Proposals 2(a) and 2(b), as applicable, on behalf of the change in investment objectives in Proposal 2.broker-dealer firms’ customers and beneficial owners. A properly executed proxy card or voting instruction form or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1a proposal may be deemed an instruction to vote such shares in favor of such proposal.
Votes cast by proxy or in person at the proposal. Beneficial owners who doMeeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election will determine whether or not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favorquorum is present at the Meeting. The inspector of Proposals 1election will treat withheld votes and 2.brokernon-votes, if any, as present for purposes of determining a quorum.
If you are a beneficial shareholder of a Fund (that is if you hold shares of a Fund through a bank, broker, financial intermediary or other financial institution or intermediarynominee (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund,), the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or voting instruction form or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal.Proposals 1(a) and 1(b), as applicable (and to submit voting instructions for Proposals 2(a) and 2(b), as applicable). Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but mayis not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
Shares of certain Group A Funds are offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. Shares of such Funds are held by the variable annuity contracts and variable life insurance products offered by the separate accounts of participating life insurance companies. However, in accordance with current law and interpretations thereof, participating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on the proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. Those persons who have a voting interest as of the close of business on June 25, 2007 will be entitled to submit instructions to their participating insurance company. Each participating insurance company will vote such Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) also includes holders of variable annuity contracts and variable life insurance policies.
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.
Proposal 1(a) and 1(b):
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The votes of each Fund that are series of the same Registrant will be counted together with respect to the election of the Nominees to the New Board of that Registrant and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Registrant.
The shareholders of each feeder Fund (identified in Appendix A) will also vote on Proposal 1 with respect to the election of the Nominees to the New Board of their corresponding master Fund or series of the corresponding master Fund.
Proposal 2:
Approval by each of Bond Fund and Master Bond Portfolio will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of a fund present or represented by proxy at the Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such fund, voting together as a single class.
The shareholders of Bond Fund will also vote on Proposal 2 with respect to the approval to change the investment objective of its corresponding master Fund, Master Bond Portfolio.
Approval of the proposals will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against Proposal 1 for Funds which require a majority of the outstanding shares present, in person or by proxy, and a vote against Proposal 2. However, abstentions and broker non-votes will not have an effect on Proposal 1 for Funds that require a plurality or majority of votes cast.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSFIRM
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 the Funds. D&T, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to each applicable Audit Committee that it is an independent registered public accounting firm with respect to each Fund.
Ernst & Young LLP (“E&Y”) served as the independent registered public accounting firm of certain Funds* for fiscal years prior to June 30, 2006. Each affected Fund’s Audit Committee approved the engagement of D&T as the Fund’s independent registered public accounting firm for the Fund’s most recently completed fiscal year, as well as for the current fiscal year. A majority of the Fund’s Board Members, including a majority of the Independent Board Members, approved the appointment of D&T.
The reports of E&Y on each applicable Fund’s financial statementsRegistered Public Accounting Firm for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinionFund and, were not qualified or modifiedif applicable, its Portfolios, as to uncertainty, audit scope or accounting principles. There have been no
disagreements with E&Y during such fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years.
No representatives of D&T or E&YPwC will be present at the Meetings.Meeting.
Appendix IH sets forth for each Fund for each applicable Fund’s two most recent fiscal years, the fees billed by that Fund’s independent registered public accounting firmIndependent Registered Public Accounting Firm for the two most recent fiscal years for all audit,non-audit, tax and non-auditall other services provided directly to the Fund. The fee information inAppendix IH 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.engagements, includingout-of-pocket expenses.
(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters out-of-pocket expenses 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, includingas applicable. Tax compliance and preparation include services relating tosuch as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” inAppendix H relate solely to services provided for tax compliance and/or tax preparation, and analysis reviews and miscellaneousnone of such fees relates to tax advice.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.”
The charter of eachEach Fund’s Audit Committee requires thatis required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee approve (a) all auditalso is required to consider and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be providedact upon (i) the provision by the Fund’s independent auditorsIndependent Registered Public Accounting Firm of anynon-audit services to the investment adviserFund, and (ii) the provision by the Fund’s Independent Registered Public Accounting Firm ofnon-audit services to BlackRock and any service providersentity controlling, controlled by or under common control with the investment adviserBlackRock that provideprovides ongoing services to the Fund (“Affiliated Service Providers”) if the engagement relates directly to the operations and financial reportingextent that such approval (in the case of this clause (ii)) is required under applicable regulations of the Fund. The Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Committee.SEC. SeeAppendix IH to this Joint 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.Independent Registered Public Accounting Firm.
The Audit Committee of each Fund has adopted policiescomplies with applicable laws and proceduresregulations 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, theeach Fund’s Audit Committee must also must approve othernon-audit services provided by the Fund’s Independent Registered Public Accounting Firm to athe Fund and those non-audit services provided to the Fund’s investment advisers and Affiliated Service Providers that relate directly to the operations and financial reporting of the
Fund. Certain of these Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee maypre-approve, without consideration on a specificcase-by-case basis (“generalpre-approval”), certain permissiblenon-audit services that the Audit Committee believes are (a) consistent with the Commission’sSEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm may be approved by the Audit Committee without consideration on a specific case-by-case basis (“general pre-approval”). However, for certain Funds such services will only be deemed pre-approved provided that any individual project does not exceed $5,000 attributable to the Fund or $50,000 for the project as a whole. Any proposed services exceeding the pre-approved cost levels for those Funds will require specific pre-approval by the Audit Committee of those Funds, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Audit Committee is informed of eachIndependent Registered Public Accounting Firm. Each service approved subject to generalpre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduledin-person board Board meeting.
For each Fund’s two most recentrecently completed fiscal years, there were no services rendered by D&T or E&YPwC, as applicable, to the Funds for which the generalpre-approval requirement was waived.
Each Fund’s Audit Committee has considered whether the provision ofnon-audit services that were rendered by D&T or E&YPwC, as applicable, to BlackRock Advisors andthe Fund’s Affiliated Service Providers that were not pre-approved (not requiring pre-approval) is compatiblein connection with maintainingdetermining such auditor’s independence. All services provided by D&T or E&YPWC, as applicable, to each Fund BlackRock Advisors orand each Fund’s Affiliated Service Providers that requiredpre-approvalwere required to be pre-approved were pre-approved as required. during the Fund’s most recently completed fiscal year.
The Audit Committee of each Fund currently consists of the following Board Members, all of whom are Independent Board Members:
Kenneth L. Urish (Chair)
Neil A. Cotty
Claire A. Walton
Frederick W. Winter
Investment Manager,Sub-Advisers and Administrators
The investment manager,sub-adviser(s), if any, and administrator(s), if any, of each Fund are identified inAppendix I.
5% Share Ownership
As of June 8, 2007,September 24, 2018, to the best of the Funds’each Fund’s knowledge, the persons listed inAppendix J owned more than 5% of record the amountsoutstanding shares of the class of such Fund indicated.
Submission of Shareholder Proposals
The open-end Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022-5911, at10022, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.statement or presented at the meeting. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with
respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Fund, 40 East 52nd Street, New York, New York 10022-5911.10022. The lettercommunication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chairChair of the nominating and governance committeeGovernance Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’sFunds’ Chief Compliance Officer, (“CCO”), [address].40 East 52nd Street, New York, New York 10022. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
The cost of preparing, printing and mailingEach Fund will bear the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connectionassociated with the joint proxy statement, including the preparation, printing, distribution and proxy solicitation of proxies will be shared equally by BlackRockcosts, and the Funds. Additional additionalout-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement, also will be shared equally betweenthe joint proxy statement, except that BlackRock and thehas 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 Funds.
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 lettermail, telephone, fax,e-mail or telephonethe Internet by officers or employees of BlackRock, Advisors, 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 and BlackRock will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, the FundsBlackRock Advisors, LLC and BlackRock Fund Advisors have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood,Computershare, located at 2950 Express Drive South, Suite 210, Islandia, New York 11717,11749, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies.proxies on behalf of the Funds and the Equity-Bond Funds. It is anticipated that BroadridgeComputershare will be paid, in the aggregate, approximately $4,749,062$1,178,000 for such solicitation services (including reimbursements ofout-of-pocket expenses), toof which approximately $267,000 will be shared equallypayable by BlackRock and the Funds. BroadridgeComputershare may solicit proxies personally and by telephone.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.
Fiscal YearIf You Plan to Attend the Joint Special Meetings
The fiscal year endAttendance at the Meeting will be limited to each Fund’s shareholders as of each Fund isthe Record Date.Each shareholder will be asked to present valid photographic identification, such as set forth inAppendix Ia valid driver’s license or passport.. Cameras, recording devices and other electronic devices will not be permitted at the Meeting.
Privacy Principles of the Funds
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, Clients) and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our Web sites.
BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law or as is necessary to service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
General
Management does not intend to present and does not have reason to believe that any other items of business other than voting with respect to Proposals 1(a) and 1(b) will be presented at the Meetings.Meeting. However, if other matters are properly presented toat the MeetingsMeeting for a vote, the proxies will be voted by the persons acting undernamed in the proxiesenclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Fund.Funds.
A list of each Fund’s shareholders entitled to be present and to vote atof record as of the MeetingRecord Date will be available for inspection at the officesMeeting. For Funds organized as a Delaware statutory trust, a list of shareholders as of the Funds, 40 East 52nd Street, New York, New York 10022-5911,Record Date will be available for inspection by any shareholderat BlackRock’s offices at 100 Bellevue Parkway, Wilmington, Delaware 19809, during regular business hours beginning ten days prior to the date of the Meeting.
FailureThe Meeting as to any Fund may be adjourned from time to time for any reason whatsoever by vote of a quorum to be present at any Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative voteholders of a majority of the shares of the Fund present in(in person or by proxy and entitled to vote at the timeMeeting) of such Fund, or by the chairman of the Meeting, whether or not a quorum is present. Such authority to be adjourned. Any adjournedadjourn the Meeting or Meetings may be held without the necessity of another notice. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable andused in the best interests of the Fund’s shareholders. For purposes of determining the presence ofevent that a quorum abstentions and broker non-votes will be treated as shares that areis not present at the Meeting.Meeting, or in the event that a quorum is present but sufficient votes have not been received to approve a Proposal, or for any other reason consistent with applicable state law and each Fund’sBy-Laws, including to allow for the further solicitation of proxies. Any adjournment may be made with respect to any business which might have been transacted at the Meeting, and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Meeting prior to adjournment. The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Funds on questions of adjournment and on any other proposals raised at the Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which management of such Funds did not have timely notice, as set forth in the SEC’s proxy rules.
Please vote promptly by signing and dating each enclosed proxy card if received by mail,or voting instruction form, and returning it (them) in the accompanying postage-paid return envelope OR by following the instructions on the enclosed instructionsproxy card(s) or voting instruction form(s) to provide voting instructionsvote by telephone or overvia the Internet.
By Order of the Boards, of Directors/Trustees
Brian P. KindelanBenjamin Archibald
Secretary of certainthe Funds
and
Alice A. PellegrinoOctober 3, 2018
Secretary of certain FundsAppendix A – Fund Information/Quorum and Voting Requirements
[Date]
Appendix AThe 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.
CORPORATIONS, TRUSTS, LLCS AND SERIESGroup A Funds
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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 | ||||
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Fund Information
The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on June 25, 2007, the record date for voting at the Meeting. The table also lists the quorum requirements for each Fund and the vote required for Proposal 1 for each Fund. (Vote requirements for Proposal 2 are listed under the heading “Vote Required and Manner of Voting Proxies,” which begins on page [ ] of the Joint Proxy Statement.)
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| Massachusetts Trust | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | ||||||
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BlackRock | Maryland Corporation | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | ||||||
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Compensation of the Board Members
Board 1
Donald W. Burton, Robert C. Doll, Jr., John F. O’Brien, David H. Walsh and Fred G. Weiss currently comprise Board 1. Board 1 currently oversees the following Funds:
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The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 1 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
[Each Fund in the Fund Complex overseen by Board 1 pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $9,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $2,000 per year. Each Fund reimburses the Independent Board Members for his or her out-of-pocket expenses relating to attendance at Board, Audit Committee and any Nominating Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 1 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
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BlackRock Index Funds, Inc. BlackRock International Index Fund BlackRock S&P 500 Index Fund BlackRock Small Cap Index Fund Total Compensation from Fund ComplexFund(1) (2) Donald W.
Burton John F.
O’Brien David H.
Walsh Fred G.
Weiss N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Number of Funds in Fund Complex Overseen by Board Member 32 32 32 32
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 1 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 2
Robert C. Doll, Jr., Ronald W. Forbes, Cynthia A. Montgomery, Jean Margo Reid, Roscoe S. Suddarth and Richard R. West currently comprise Board 2. Board 2 currently oversees the following Funds:
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The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 2 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
[Each Fund in the Fund Complex overseen by Board 2 pays each Independent Board Member a combined fee of $3,000 per year for service on the Board and the Audit Committee plus $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $2,143 per year. Each Fund reimburses each Independent Board Member for his or her out-of-pocket expenses related to attendance at Board, Audit Committee and Nominating Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
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BlackRock Global SmallCap Fund, Inc. BlackRock Global Technology Fund, Inc. BlackRock Healthcare Fund, Inc. BlackRock Latin America Fund, Inc. BlackRock Municipal Bond Fund, Inc. BlackRock National Municipal Fund BlackRock Municipal Insured Fund BlackRock Short-Term Municipal Fund BlackRock High Yield Municipal Fund BlackRock Municipal Series Trust BlackRock Intermediate Municipal Fund BlackRock Pacific Fund, Inc. BlackRock Utilities and Telecommunications Fund, Inc. Total Compensation from Fund Complex Number of Funds in Fund Complex Overseen by Board MemberFund(1) (2) Ronald W.
Forbes Cynthia A.
Montgomery Jean Margo
Reid Richard R.
West N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 48 48 48 48
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 2 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 3
James H. Bodurtha, Robert C. Doll, Jr., Kenneth A. Froot, Joe Grills, Herbert I. London, Roberta Cooper Ramo and Robert S. Salomon, Jr. currently comprise Board 3. Board 3 currently oversees the following Funds:
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The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 3 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates, and no information is shown at all for Robert S. Salomon, Jr. and Joe Grills, whose terms of office will not continue after the Meeting for any of the Funds.
[Each Independent Board Member receives an annual retainer of $150,000 for his or her services to the Funds in the Fund complex overseen by Board 3. The portion of the annual
retainer allocated to each Fund is determined quarterly based on the relative net assets of each Fund. In addition, each Independent Board Member receives a fee for each in-person Board meeting attended and each in-person Audit Committee meeting attended. The annual per-meeting fees paid to each Independent Board Member aggregate $100,000 for all Funds in the Fund complex for which that Independent Board Member serves and are allocated equally among those Funds. Each Co-Chairman of the Audit Committee receives an additional annual retainer in the amount of $50,000, which is paid quarterly and allocated to each Fund in the Fund complex for which such Co-Chairman provides services, based on the relative net assets of each such Fund. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $[ ].
Compensation Table ($)
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None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 3 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 3 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 4
David O. Beim, Robert C. Doll, Jr., James T. Flynn, W. Carl Kester and Karen P. Robards currently comprise Board 4. Board 4 currently oversees the following Funds:
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The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 4 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for Board Members whose term of office will not continue after the Meeting to which this Joint Proxy Statement relates. Since only David O. Beim’s term of office, for certain Funds identified in the table below, will continue after the Meeting, no information is shown for James T. Flynn, W. Carl Kester and Karen P. Robards, whose term of office will not continue after the Meeting for any of the Funds. Mr. Beim is not an “interested person,” as defined in the 1940 Act.
[Each Independent Board Member receives an aggregate annual retainer of $112,000 for his or her services to all funds in the Fund complex overseen by Board 4; however GNMA IAP pays $750 per year. The portion of the annual retainer allocated to each applicable fund is determined quarterly based, in general, on the relative net assets of each such fund; however, GNMA IAP pays $187.50 per quarter. In addition, each Independent Board Member, receives a fee per in-person Board meeting attended and per in-person Audit Committee meeting attended. The aggregate annual per meeting fees paid to each Independent Board Member totals $48,000 for all funds for which that Independent Board Member serves. The Chair of the Board receives an additional annual retainer in the amount of $40,000 and the Chairman of the Audit Committee receives an additional annual retainer in the amount of $10,000, each of which is paid quarterly and allocated to each fund in the Fund complex for which such Chairman provides services based on the relative net assets of the fund. GNMA IAP is not allocated any part of this retainer. For the year ended December 31, 2006, all Funds supervised by Board 4 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
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None of the Funds provide any pension or retirement benefits to Board Members of Board 4 or officers of the Fund.
[As of May 31, 2007, all Board Members of Board 4 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 5
Bruce R. Bond, Richard S. Davis, Stuart E. Eizenstat, Laurence D. Fink, Robert M. Hernandez, Dr. Matina Horner, Toby Rosenblatt and David R. Wilmerding, Jr. currently comprise Board 5. Board 5 currently oversees the following Funds:
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The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 5 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
[The Independent Board Members receive from the Funds in the Fund complex for which they oversee the following: (i) an annual retainer payment of $130,000; (ii) $10,000 for participating, either by telephone or in-person, in each Board meeting; (iii) $2,500 for participating, either by
telephone or in person, in each Committee meeting; and (iv) an additional annual payment of $50,000 for the Chairman of the Board, $5,000 for the Vice Chairman of the Board, $15,000 for the Audit Committee Chairman and $5,000 for each of the Chairpersons of the Boards’ other committees. The Independent Board Members are reimbursed for any expenses incurred in attending meetings of the Board of or any committee thereof. During the Fund’s most recent fiscal year all Funds supervised by Board 5 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
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None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 5 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 5 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Equity Securities Owned by Nominees
The following table shows the amount of equity securities owned by the Nominees in Funds that they oversee or are nominated to oversee as of March 31, 2007.
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| 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 | ||||||||
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Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 Series2 | 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 LLC2 | Delaware LLC | Each holder of an interest shall be entitled to a vote proportionate to its interest as recorded on the books of the Fund. | Holders of a majority of 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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 LLC2 | Delaware LLC | Each holder of an interest in a series shall be entitled to a vote proportionate to its interest in the Fund. | Holders of a majority of the interests entitled to vote, present in person or by proxy | A majority of the interests present at the Meeting | ||||
Series | ||||||||
Master Advantage Large Cap Core Portfolio | ||||||||
Master Advantage Large Cap Value Portfolio | ||||||||
Master Large Cap Focus Growth Portfolio | ||||||||
Master Money LLC2 | 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 LLC2 | 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 |
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
Quantitative Master Series LLC2 | 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 Fund2 | Massachusetts Trust | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | Holders of a majority of 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 Fund2 | Massachusetts Trust | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | Holders of a majority of 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 Fund2 | Massachusetts Trust | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | Holders of a majority of the shares entitled to vote, present in person or by proxy | A majority of the shares present at the Meeting | ||||
Retirement Series Trust2 | Massachusetts Trust | Each full share shall be entitled to one vote and fractional shares shall be entitled to a vote of such fraction. | Holders of a majority of 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 |
[
1 | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
2 | Denotes Funds in which abstentions and brokernon-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(a). |
3 | The quorum requirement for a 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
Fund1 | Form of | Voting Rights | Quorum Requirement | Vote | ||||
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 |
1 | The Portfolios of series Funds are set forth below the name of the applicable Fund. |
2 | Denotes Funds in which abstentions and brokernon-votes will be counted for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1(b). |
3 | The quorum requirement for a series of any Fund is the same as that listed for that Fund. However, when applying such quorum requirement to a Fund for purposes of Proposal 1(b), 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 |
Fund/Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund Shares Outstanding/Number of Votes Investor A Investor C Institutional Class R Service Class K 8,892,571.808 5,822,612.561 8,878,477.756 — 486,781.273 — 490,590.884 156,848.706 4,198,226.190 — — 19,801.980 5,180,271.604 1,533,406.148 3,552,845.082 — 160,901.127 126,439.881 33,081,369.068 8,539,712.112 36,963,440.808 894,060.794 1,328,602.909 4,849,469.330 263,733,423.960 13,024,570.620 309,888,990.030 — 7,352,558.430 — 944,734.688 191,942.876 786,529.671 — — — 1,305,120.440 — 7,404,807.410 — — 10,998,205.230 15,491,321.137 2,103,084.231 14,361,581.255 — 54,240.975 12,908,382.448 21,078,967.212 5,667,149.447 18,069,783.561 451,799.800 497,383.550 — 2,079,893.977 627,422.866 21,719,489.286 — — — 394,308.167 72,356.104 12,935,570.795 — — 2,818,577.817 58,812.227 — 3,092,144.662 — — 195,351,662.747 — — 86,695.349 — — 13,773,712.216 — — 340,996.902 — — 995,732.792 — — 45,580.735 — — 992,984.578 — — 76,228.779 — — 994,720.708 — — 138,980.257 — — 993,732.183 — — 34,448.374 — — 1,947,374.455 — — 10,135.613 — — 990,000.000 — — 11,134.890 — — 990,000.000 — — 9,011,743.405 — — 1,322,349.968 — — 1,276,877.497 — — 46,199,988.518 17,060,571.788 — 16,328,967.390 — — 49,419,998.296
Fund/Portfolio iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund Shares Outstanding/Number of Votes Investor A Investor C Institutional Class R Service Class K 2,180,390.104 — 1,175,353.636 — — 6,630,601.768 48,223.831 — 128,504.464 — — 126,719.352 5,385,736.194 — 6,023,936.637 — — 54,462,717.920
* | 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 Retirement Reserves Money Fund Shares Outstanding/Number of Votes Retirement Series Trust Class I Class II 591,511,849.600 16,645,038.550
B. For the following Funds and Portfolios, shareholders are entitled to votes based on the dollar (and fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of shares outstanding in such shareholder’s name on the record date. The following tables indicate the number of shares of each class of the indicated Funds outstanding on the Record Date, the aggregate net asset value of such Fund on the Record Date and the total number of votes to which each such Fund is entitled:
Fund/Portfolio | Shares Outstanding | Aggregate Net Asset Value ($) | Number of Votes | |||||||||
BBIF Money Fund | ||||||||||||
Class 1 | 172,054,196.96 | 1.0000 | 172,054,196.96 | |||||||||
Class 2 | 245,413,477.51 | 1.0000 | 245,413,477.51 | |||||||||
Class 3 | 621,411,382.23 | 1.0000 | 621,411,382.23 | |||||||||
Class 4 | 960,720,307.42 | 1.0000 | 960,720,307.42 | |||||||||
BBIF Treasury Fund | ||||||||||||
Class 1 | 16,834,473.21 | 1.0000 | 16,834,473.21 | |||||||||
Class 2 | 34,862,106.67 | 1.0000 | 34,862,106.67 | |||||||||
Class 3 | 190,429,303.69 | 1.0000 | 190,429,303.69 | |||||||||
Class 4 | 494,522,385.66 | 1.0000 | 494,522,385.66 | |||||||||
BLACKROCK FUNDS III | ||||||||||||
BlackRock Cash Funds: Institutional | ||||||||||||
SL Agency Shares | 50,849,649,038.253 | 1.0003 | 50,864,903,932.96 | |||||||||
BlackRock Cash Funds: Treasury | ||||||||||||
Institutional Shares | 851,564,332.340 | 1.0000 | 851,564,332.34 | |||||||||
Premium Shares | — | 1.0000 | — | |||||||||
Select Shares | — | 1.0000 | — | |||||||||
Trust Shares | — | 1.0000 | — | |||||||||
Capital Shares | — | 1.0000 | — | |||||||||
SL Agency Shares | 5,599,102,004.250 | 1.0000 | 5,599,102,004.25 | |||||||||
BlackRock LifePath® Dynamic Retirement Fund | ||||||||||||
Investor A | 7,533,630.757 | 9.7100 | 73,151,554.65 | |||||||||
Institutional | 2,760,387.440 | 11.0300 | 30,447,073.46 | |||||||||
Investor C | 62,640.974 | 10.8600 | 680,280.98 | |||||||||
Class R | 103,541.365 | 10.9200 | 1,130,671.71 | |||||||||
Class K | 1,421,128.525 | 11.0000 | 15,632,413.78 | |||||||||
BlackRock LifePath® Dynamic 2020 Fund | ||||||||||||
Investor A | 13,933,147.252 | 14.8000 | 206,210,579.33 | |||||||||
Institutional | 5,136,115.647 | 16.1000 | 82,691,461.92 | |||||||||
Investor C | 210,678.685 | 15.8400 | 3,337,150.37 | |||||||||
Class R | 192,252.971 | 15.9900 | 3,074,125.02 | |||||||||
Class K | 1,965,842.972 | 16.0400 | 31,532,121.25 | |||||||||
BlackRock LifePath® Dynamic 2025 Fund | ||||||||||||
Investor A | 2,099,818.210 | 13.6700 | 28,704,514.93 | |||||||||
Institutional | 1,343,028.631 | 13.7000 | 18,399,492.24 |
Fund/Portfolio Investor C Class R Class K BlackRock LifePath® Dynamic 2030 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2035 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2040 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2045 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2050 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath® Dynamic 2055 Fund Investor A Institutional Investor C Class R Class K Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 199,165.561 13.5700 2,702,676.66 337,639.243 13.6500 4,608,775.67 709,908.863 13.6800 9,711,553.25 17,586,972.732 13.9000 244,458,920.97 5,610,551.829 14.4700 81,184,684.97 299,401.522 14.1600 4,239,525.55 168,020.641 14.3000 2,402,695.17 2,038,969.124 14.4500 29,463,103.84 2,210,788.053 14.7800 32,675,447.42 775,411.131 14.8100 11,483,838.85 195,551.993 14.6000 2,855,059.10 239,884.783 14.7700 3,543,098.24 481,733.874 15.0300 7,240,460.13 11,792,690.503 16.8100 198,235,127.36 3,429,640.501 18.4100 63,139,681.62 162,807.895 18.0700 2,941,938.66 158,749.450 18.2200 2,892,414.98 1,692,687.921 18.5100 31,331,653.42 1,299,803.037 15.7300 20,445,901.77 523,097.678 15.7600 8,244,019.41 106,367.044 15.4800 1,646,561.84 224,200.943 15.6900 3,517,712.80 310,889.614 15.9300 4,952,471.55 3,720,172.988 21.8500 81,285,779.79 792,844.748 21.9300 17,387,085.32 67,824.395 21.5700 1,462,972.20 88,026.196 21.7700 1,916,330.29 217,293.424 22.0100 4,782,628.26 811,037.097 16.1700 13,114,469.86 301,222.550 16.2400 4,891,854.21 59,334.701 15.9400 945,795.13 65,066.273 16.1400 1,050,169.65 125,484.553 16.4600 2,065,475.74
Fund/Portfolio BlackRock LifePath® Dynamic 2060 Fund Investor A Institutional Investor C Class R Class K BlackRock LifePath Index Retirement Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2020 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2025 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2030 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2035 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2040 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2045 Fund Investor A Institutional Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 4,962.952 11.3400 56,279.88 2,044.424 11.3500 23,204.21 2,520.334 11.3100 28,504.98 2,010.032 11.3300 22,773.66 194,754.449 11.3600 2,212,410.54 5,880,751.027 12.2700 72,156,815.10 4,131,093.918 12.2900 50,771,144.25 98,929,372.370 12.2800 1,214,852,692.70 16,353.230 12.2700 200,654.13 13,187,355.612 12.7600 168,270,657.61 7,364,027.985 12.7900 94,185,917.93 186,560,758.873 12.7900 2,386,112,105.99 15,735.641 12.7600 200,786.78 10,279,774.352 13.4500 138,262,965.03 7,999,904.360 13.4800 107,838,710.77 210,556,147.590 13.4800 2,838,296,869.51 14,947.683 13.4500 201,046.34 19,182,897.823 13.8600 265,874,963.83 9,206,302.684 13.8800 127,783,481.25 246,222,423.031 13.8700 3,415,105,007.44 14,524.328 13.8600 201,307.19 8,570,522.797 14.3800 123,244,117.82 7,025,911.742 14.4200 101,313,647.32 173,805,204.473 14.4100 2,504,532,996.46 14,025.245 14.3800 201,683.02 12,165,212.415 14.7800 179,801,839.49 6,973,452.818 14.8100 103,276,836.23 178,432,074.699 14.8100 2,642,579,026.29 13,661.202 14.7800 201,912.57 4,909,389.709 15.2000 74,622,723.58 5,103,782.096 15.2400 77,781,639.14
Fund/Portfolio Class K Investor P BlackRock LifePath® Index 2050 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2055 Fund Investor A Institutional Class K Investor P BlackRock LifePath® Index 2060 Fund Investor A Institutional Class K Investor P iShares MSCI Total International Index Fund Investor A Institutional Class K iShares Russell 1000Large-Cap Index Fund Investor A Institutional Class K iShares S&P 500 Index Fund Investor A Investor C1 Institutional Class K Service Investor P iShares U.S. Aggregate Bond Index Fund Investor A Institutional Class K Investor P Shares Outstanding Aggregate Net Asset
Value ($) Number of Votes 114,887,022.783 15.2500 1,752,027,097.44 13,289.037 15.2000 201,993.36 5,622,026.788 15.4600 86,916,534.14 4,994,674.622 15.5000 77,417,456.64 98,029,405.018 15.5000 1,519,455,777.78 13,071.895 15.4600 202,091.50 2,732,052.908 15.7600 43,057,153.83 4,037,523.506 15.8000 63,792,871.39 46,745,914.181 15.8000 738,585,444.06 12,820.513 15.7600 202,051.28 249,640.587 13.9500 3,482,486.19 226,265.602 13.9800 3,163,193.12 10,064,119.649 13.9800 140,696,392.69 14,482.259 13.9500 202,027.51 32,230,025.429 9.1000 293,293,231.40 18,193,770.352 9.1300 166,109,123.31 31,966,839.965 9.4000 300,488,295.67 3,413,712.764 19.4000 66,226,027.62 2,728,054.137 19.5300 53,278,897.30 7,729,610.702 19.4600 150,418,224.26 7,272,935.815 348.5600 2,535,054,507.68 124,360.972 348.5700 43,348,504.01 10,719,522.861 348.8500 3,739,505,550.06 28,931,341.966 348.9800 10,096,459,719.29 1,097,370.392 348.7300 382,685,976.80 593.280 348.5700 206,799.61 13,166,552.416 9.7600 128,505,551.58 12,697,409.147 9.7700 124,053,687.37 101,648,029.830 9.7700 993,101,251.44 20,345.880 9.7700 198,779.25
Group B Funds
A. For the Funds/Portfolios listed in the tables below, shareholders are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote. The tables below set forth the number of shares outstanding of each class of each Fund and Portfolio and the number of votes to which each such class is entitled as of September 24, 2018:
Shares Outstanding/Number of Votes | ||||||||||||||||||||||||
Fund/Portfolio | Investor A | Investor C | Institutional | Class R | Service | Class K | ||||||||||||||||||
BlackRock Funds IV | ||||||||||||||||||||||||
BlackRock Alternative Capital Strategies Fund | 151,673.049 | 7,848.223 | 3,099,852.649 | — | — | — | ||||||||||||||||||
BlackRock Global Long/Short Credit Fund | 15,738,861.349 | 9,575,850.413 | 217,497,081.397 | — | — | 130,292,710.588 | ||||||||||||||||||
BlackRock Impact Bond Fund | 54,561.172 | 6,949.298 | 2,501,505.858 | — | — | 5,000.000 |
Fund/Portfolio | Shares Outstanding/Number of Votes | |||
Master Investment Portfolio II | ||||
CoreAlpha Bond Master Portfolio | 1,023,184,780.36 |
B. For the following Funds and Portfolios, shareholders are entitled to votes based on the dollar (and fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of shares outstanding in such shareholder’s name on the record date. The following tables indicate the number of shares of each class of the indicated Funds outstanding on the Record Date, the aggregate net asset value of such Fund on the Record Date and the total number of votes to which each such Fund is entitled:
Fund/Portfolio | Shares Outstanding | Aggregate Net Asset Value ($) | Number of Votes | |||||||||
BLACKROCK FUNDS VI | ||||||||||||
BlackRock CoreAlpha Bond Fund | ||||||||||||
Investor A | 68,604.005 | 10.0000 | 686,040.05 | |||||||||
Investor C | 17,798.038 | 10.0100 | 178,158.36 | |||||||||
Institutional | 74,725,955.111 | 10.0000 | 747,259,551.11 | |||||||||
Class K | 35,691.611 | 10.0100 | 357,273.03 |
Appendix D – Compensation of the Existing Board Members and Board Nominees
Each Existing Board Member who is an Independent Board Member is paid as compensation an annual retainer of $275,000 per year for his or her services as a Board Member of all Funds in the BlackRock Equity-Liquidity Complex that are overseen by the respective Board Member, and a $15,000 Board meeting fee for eachin-person Board meeting attended (and may receive a $5,000 Board meeting fee for telephonic attendance at Board meetings) for up to five Board meetings held in a calendar year (compensation for meeting in excess of this number to be determined on acase-by-case basis), together without-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. Each Independent Board Member receives $10,000 per year for each standing Committee on which he or she serves for up to two standing Committee assignments but is not paid this amount for serving on a Committee which he or she chairs. The Chair of the Boards is paid an additional annual retainer of $120,000 and the Chair Elect of the Boards is paid an additional annual retainer of $30,000. The Chair of the Audit Committees is paid an additional annual retainer of $40,000 and the Chairs of the Compliance Committees, Governance Committees and Performance Oversight Committees are each paid an additional annual retainer of $30,000. In addition, each Independent Board Member was paid $10,000 forin-person attendance or $2,000 for telephonic attendance at each of three sessions related to the proposed realignment and consolidation of the Existing Boards and the BlackRock Fund complexes.
The following tables set forth the aggregate compensation paid to each Independent Board Member by each Fund and Portfolio during its most recently completed fiscal year and the total compensation paid to each Independent Board Member by the BlackRock Fund Complexes for the calendar year ended December 31, 2017. Each Fund/Portfolio’s fiscal year end is indicated onAppendices F and H. Mr. Fairbairn and Mr. Perlowski, the other current Board Members of the Funds who are also Board Nominees, serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and its affiliates.
Existing Board Members SeekingRe-election
Fund/Portfolio | Susan J. Carter | Collette Chilton | Neil A. Cotty | Cynthia A. Montgomery | Joseph P. Platt | Mark Stalnecker | Kenneth L. Urish | Claire A. Walton | ||||||||||||||||||||||||
Group A Funds | ||||||||||||||||||||||||||||||||
BBIF Money Fund* | ||||||||||||||||||||||||||||||||
BBIF Treasury Fund* | ||||||||||||||||||||||||||||||||
BIF Money Fund* | ||||||||||||||||||||||||||||||||
BIF Treasury Fund* | ||||||||||||||||||||||||||||||||
BlackRock Asian Dragon Fund, Inc. | $ | 1,084 | $ | 1,109 | $ | 1,084 | $ | 1,122 | $ | 1,096 | $ | 1,096 | $ | 1,109 | $ | 1,084 | ||||||||||||||||
BlackRock Emerging Markets Fund, Inc. | $ | 1,305 | $ | 1,342 | $ | 1,305 | $ | 1,357 | $ | 1,324 | $ | 1,320 | $ | 1,344 | $ | 1,305 | ||||||||||||||||
BlackRock Financial Institutions Series Trust | ||||||||||||||||||||||||||||||||
BlackRock Summit Cash Reserves Fund | $ | 1,004 | $ | 947 | $ | 1,004 | $ | 1,008 | $ | 931 | $ | 1,010 | $ | 1,011 | $ | 1,004 | ||||||||||||||||
BlackRock FundsSM | ||||||||||||||||||||||||||||||||
BlackRock Advantage Emerging Markets Fund | $ | 1,140 | $ | 1,082 | $ | 1,140 | $ | 1,147 | $ | 1,070 | $ | 1,163 | $ | 1,155 | $ | 1,140 | ||||||||||||||||
BlackRock Advantage International Fund | $ | 1,793 | $ | 1,735 | $ | 1,793 | $ | 1,823 | $ | 1,746 | $ | 1,900 | $ | 1,853 | $ | 1,793 | ||||||||||||||||
BlackRock Advantage Large Cap Growth Fund | $ | 1,893 | $ | 1,835 | $ | 1,893 | $ | 1,926 | $ | 1,849 | $ | 2,009 | $ | 1,959 | $ | 1,893 | ||||||||||||||||
BlackRock Advantage Small Cap Core Fund | $ | 1,316 | $ | 1,259 | $ | 1,316 | $ | 1,330 | $ | 1,253 | $ | 1,355 | $ | 1,344 | $ | 1,316 | ||||||||||||||||
BlackRock Advantage Small Cap Growth Fund | $ | 1,877 | $ | 1,819 | $ | 1,877 | $ | 1,909 | $ | 1,832 | $ | 1,978 | $ | 1,942 | $ | 1,877 | ||||||||||||||||
BlackRockAll-Cap Energy & Resources Portfolio | $ | 1,037 | $ | 979 | $ | 1,037 | $ | 1,041 | $ | 964 | $ | 1,050 | $ | 1,045 | $ | 1,037 |
Fund/Portfolio BlackRock Commodity Strategies Fund BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional* BlackRock Cash Funds: Treasury* BlackRock LifePath® Dynamic Retirement Fund* BlackRock LifePath® Dynamic 2020 Fund* BlackRock LifePath® Dynamic 2025 Fund* BlackRock LifePath® Dynamic 2030 Fund* Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 1,254 $ 1,196 $ 1,254 $ 1,265 $ 1,188 $ 1,288 $ 1,277 $ 1,254 $ 938 $ 881 $ 938 $ 939 $ 862 $ 941 $ 940 $ 938 $ 753 $ 754 $ 753 $ 755 $ 754 $ 754 $ 755 $ 753 $ 1,154 $ 1,096 $ 1,154 $ 1,162 $ 1,085 $ 1,179 $ 1,170 $ 1,154 $ 1,001 $ 1,020 $ 1,001 $ 1,030 $ 1,010 $ 1,010 $ 1,020 $ 1,001 $ 1,812 $ 1,754 $ 1,812 $ 1,842 $ 1,765 $ 1,893 $ 1,873 $ 1,812 $ 9,365 $ 9,308 $ 9,365 $ 9,652 $ 9,575 $ 10,284 $ 9,938 $ 9,365 $ 1,932 $ 1,874 $ 1,932 $ 1,966 $ 1,890 $ 2,036 $ 2,001 $ 1,932 $ 976 $ 918 $ 976 $ 978 $ 901 $ 981 $ 980 $ 976 $ 1,503 $ 1,445 $ 1,503 $ 1,523 $ 1,446 $ 1,561 $ 1,543 $ 1,503 $ 2,631 $ 2,573 $ 2,631 $ 2,689 $ 2,612 $ 2,830 $ 2,747 $ 2,631 $ 2,033 $ 2,056 $ 2,033 $ 2,152 $ 1,994 $ 2,088 $ 2,109 $ 2,033 $ 771 $ 775 $ 771 $ 777 $ 773 $ 773 $ 774 $ 771 $ 1,126 $ 1,069 $ 1,126 $ 1,134 $ 1,057 $ 1,146 $ 1,141 $ 1,126 $ 1,827 $ 1,769 $ 1,827 $ 1,858 $ 1,781 $ 1,928 $ 1,889 $ 1,827 $ 1,959 $ 1,901 $ 1,959 $ 1,994 $ 1,917 $ 2,081 $ 2,030 $ 1,959 $ 1,177 $ 1,207 $ 1,177 $ 1,220 $ 1,193 $ 1,190 $ 1,208 $ 1,177 $ 984 $ 926 $ 984 $ 986 $ 909 $ 991 $ 989 $ 984 $ 2,578 $ 2,694 $ 2,578 $ 2,757 $ 2,641 $ 2,660 $ 2,705 $ 2,578 $ 1,107 $ 1,049 $ 1,107 $ 1,114 $ 1,037 $ 1,126 $ 1,120 $ 1,107 $ 929 $ 871 $ 929 $ 929 $ 852 $ 930 $ 930 $ 929 $ 930 $ 872 $ 930 $ 930 $ 854 $ 932 $ 931 $ 930 $ 930 $ 872 $ 930 $ 930 $ 853 $ 931 $ 931 $ 930 $ 931 $ 873 $ 931 $ 931 $ 854 $ 932 $ 932 $ 931 $ 930 $ 872 $ 930 $ 930 $ 854 $ 932 $ 931 $ 930 $ 928 $ 870 $ 928 $ 929 $ 852 $ 930 $ 929 $ 928 $ 928 $ 871 $ 928 $ 929 $ 852 $ 930 $ 929 $ 928 $ 1,020 $ 962 $ 1,020 $ 1,023 $ 946 $ 1,027 $ 1,027 $ 1,020 $ 2,068 $ 2,010 $ 2,068 $ 2,107 $ 2,030 $ 2,179 $ 2,146 $ 2,068 $ 2,271 $ 2,214 $ 2,271 $ 2,317 $ 2,241 $ 2,375 $ 2,364 $ 2,271 $ 1,052 $ 995 $ 1,052 $ 1,057 $ 980 $ 1,065 $ 1,062 $ 1,052 $ 726 $ 728 $ 726 $ 728 $ 726 $ 726 $ 727 $ 726 $ 1,995 $ 1,937 $ 1,995 $ 2,032 $ 1,955 $ 2,099 $ 2,068 $ 1,995
Fund/Portfolio BlackRock LifePath® Dynamic 2035 Fund* BlackRock LifePath® Dynamic 2040 Fund* BlackRock LifePath® Dynamic 2045 Fund* BlackRock LifePath® Dynamic 2050 Fund* BlackRock LifePath® Dynamic 2055 Fund* BlackRock LifePath® Dynamic 2060 Fund* BlackRock LifePath® Index Retirement Fund* BlackRock LifePath® Index 2020 Fund* BlackRock LifePath® Index 2025 Fund* BlackRock LifePath® Index 2030 Fund* BlackRock LifePath® Index 2035 Fund* BlackRock LifePath® Index 2040 Fund* BlackRock LifePath® Index 2045 Fund* BlackRock LifePath® Index 2050 Fund* BlackRock LifePath® Index 2055 Fund* BlackRock LifePath® Index 2060 Fund* iShares MSCI Total International Index Fund* iShares Russell 1000Large-Cap Index Fund* iShares S&P 500 Index Fund* iShares U.S. Aggregate Bond Index Fund* BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund* BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund* BlackRock Advantage Large Cap Value Fund* BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund* BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 12,353 $ 13,034 $ 12,353 $ 13,428 $ 12,747 $ 12,747 $ 13,142 $ 12,353 $ 1,384 $ 1,327 $ 1,384 $ 1,400 $ 1,323 $ 1,441 $ 1,416 $ 1,384 $ 1,014 $ 1,034 $ 1,014 $ 1,042 $ 1,024 $ 1,022 $ 1,034 $ 1,014 $ 752 $ 754 $ 752 $ 755 $ 753 $ 753 $ 754 $ 752 $ 2,802 $ 2,958 $ 2,802 $ 3,017 $ 2,873 $ 2,861 $ 2,943 $ 2,802 $ 51,098 $ 54,521 $ 51,098 $ 55,980 $ 52,806 $ 52,558 $ 54,514 $ 51,098 $ 2,319 $ 2,437 $ 2,319 $ 2,486 $ 2,373 $ 2,368 $ 2,427 $ 2,319 $ 861 $ 870 $ 861 $ 875 $ 865 $ 865 $ 870 $ 861 $ 733 $ 734 $ 733 $ 734 $ 733 $ 733 $ 734 $ 733 $ 975 $ 985 $ 975 $ 992 $ 983 $ 982 $ 992 $ 975 $ 8,717 $ 9,258 $ 8,717 $ 9,460 $ 8,988 $ 8,919 $ 9,259 $ 8,717 $ 33,597 $ 35,771 $ 33,597 $ 36,685 $ 34,711 $ 34,512 $ 35,826 $ 33,597 $ 15,632 $ 16,666 $ 15,632 $ 17,091 $ 16,137 $ 16,056 $ 16,643 $ 15,632
Fund/Portfolio BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund* BlackRock Select Treasury Strategies Institutional Fund* BlackRock Treasury Strategies Institutional Fund* FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath®Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath®Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 1,649 $ 1,711 $ 1,649 $ 1,737 $ 1,680 $ 1,675 $ 1,711 $ 1,649 $ 967 $ 909 $ 967 $ 969 $ 892 $ 970 $ 971 $ 967 $ 1,154 $ 1,097 $ 1,154 $ 1,162 $ 1,086 $ 1,168 $ 1,171 $ 1,154 $ 2,078 $ 2,021 $ 2,078 $ 2,118 $ 2,041 $ 2,129 $ 2,158 $ 2,078 $ 1,626 $ 1,569 $ 1,626 $ 1,650 $ 1,574 $ 1,662 $ 1,675 $ 1,626 $ 1,548 $ 1,605 $ 1,548 $ 1,633 $ 1,576 $ 1,576 $ 1,605 $ 1,548 $ 991 $ 1,011 $ 991 $ 1,020 $ 1,000 $ 1,000 $ 1,009 $ 991 $ 8,931 $ 9,469 $ 8,931 $ 9,747 $ 9,210 $ 9,210 $ 9,488 $ 8,931 $ 954 $ 970 $ 954 $ 978 $ 962 $ 962 $ 970 $ 954 $ 1,376 $ 1,421 $ 1,376 $ 1,444 $ 1,398 $ 1,398 $ 1,421 $ 1,376 $ 816 $ 822 $ 816 $ 826 $ 819 $ 819 $ 823 $ 816 $ 1,399 $ 1,446 $ 1,399 $ 1,470 $ 1,423 $ 1,423 $ 1,446 $ 1,399 $ 803 $ 809 $ 803 $ 812 $ 806 $ 806 $ 809 $ 803 $ 1,267 $ 1,304 $ 1,267 $ 1,323 $ 1,286 $ 1,286 $ 1,304 $ 1,267 $ 772 $ 776 $ 772 $ 778 $ 774 $ 774 $ 776 $ 772 $ 902 $ 914 $ 902 $ 920 $ 908 $ 908 $ 914 $ 902 $ 746 $ 748 $ 746 $ 749 $ 747 $ 747 $ 748 $ 746 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 287 $ 2,284 $ 2,389 $ 2,284 $ 2,442 $ 2,337 $ 2,337 $ 2,390 $ 2,284 $ 3,918 $ 4,131 $ 3,918 $ 4,240 $ 4,026 $ 4,026 $ 4,134 $ 3,918 $ 3,689 $ 3,884 $ 3,689 $ 3,985 $ 3,789 $ 3,789 $ 3,890 $ 3,689 $ 4,600 $ 4,855 $ 4,600 $ 4,986 $ 4,731 $ 4,731 $ 4,863 $ 4,600 $ 3,189 $ 3,351 $ 3,189 $ 3,435 $ 3,273 $ 3,273 $ 3,356 $ 3,189 $ 3,530 $ 3,714 $ 3,530 $ 3,809 $ 3,625 $ 3,625 $ 3,721 $ 3,530 $ 2,255 $ 2,354 $ 2,255 $ 2,406 $ 2,307 $ 2,307 $ 2,359 $ 2,255 $ 2,134 $ 2,226 $ 2,134 $ 2,274 $ 2,182 $ 2,182 $ 2,230 $ 2,134 $ 1,312 $ 1,351 $ 1,312 $ 1,371 $ 1,333 $ 1,333 $ 1,353 $ 1,312 $ 763 $ 765 $ 763 $ 766 $ 764 $ 764 $ 766 $ 763 $ 30,922 $ 32,940 $ 30,922 $ 33,964 $ 31,946 $ 31,946 $ 32,970 $ 30,922 $ 19,496 $ 20,773 $ 19,496 $ 21,409 $ 20,132 $ 20,132 $ 20,769 $ 19,496 $ 2,438 $ 2,562 $ 2,438 $ 2,620 $ 2,496 $ 2,496 $ 2,555 $ 2,438 $ 5,105 $ 5,397 $ 5,105 $ 5,546 $ 5,253 $ 5,253 $ 5,402 $ 5,105 $ 6,767 $ 7,161 $ 6,767 $ 7,366 $ 6,972 $ 6,972 $ 7,177 $ 6,767
Fund/Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Group B Funds BlackRock Funds IV BlackRock Alternative Capital Strategies Fund** BlackRock Global Long/Short Credit Fund** BlackRock Impact Bond Fund** BlackRock Funds VI BlackRock CoreAlpha Bond Fund* Master Investment Portfolio II CoreAlpha Bond Master Portfolio** Total Compensation from the BlackRock Fund Complexes1 Susan J.
Carter Collette
Chilton Neil A.
Cotty Cynthia A.
Montgomery Joseph P.
Platt Mark
Stalnecker Kenneth L.
Urish Claire A.
Walton $ 4,643 $ 4,585 $ 4,643 $ 4,769 $ 4,692 $ 5,063 $ 4,895 $ 4,643 $ 1,904 $ 1,846 $ 1,904 $ 1,937 $ 1,861 $ 2,005 $ 1,971 $ 1,904 $ 2,265 $ 2,208 $ 2,265 $ 2,311 $ 2,234 $ 2,357 $ 2,357 $ 2,265 $ 18,540 $ 19,855 $ 18,540 $ 20,511 $ 19,060 $ 19,547 $ 19,735 $ 18,540 $ 3,943 $ 4,115 $ 3,943 $ 4,276 $ 3,969 $ 4,115 $ 4,148 $ 3,943 $ 2,125 $ 2,213 $ 2,125 $ 2,260 $ 2,173 $ 2,173 $ 2,221 $ 2,125 $ 3,635 $ 3,577 $ 3,635 $ 3,727 $ 3,650 $ 3,808 $ 3,819 $ 3,635 $ 976 $ 919 $ 976 $ 979 $ 902 $ 980 $ 981 $ 976 $ 1,244 $ 1,186 $ 1,244 $ 1,255 $ 1,178 $ 1,264 $ 1,266 $ 1,244 $ 2,086 $ 2,029 $ 2,086 $ 2,126 $ 2,049 $ 2,159 $ 2,166 $ 2,086 $ 762 $ 765 $ 762 $ 767 $ 764 $ 764 $ 765 $ 762 $ 6,617 $ 6,560 $ 6,617 $ 6,811 $ 6,734 $ 7,132 $ 7,004 $ 6,617 $ 945 $ 888 $ 945 $ 946 $ 870 $ 948 $ 948 $ 945 $ 1,789 $ 1,864 $ 1,789 $ 1,901 $ 1,826 $ 1,826 $ 1,862 $ 1,789 $ 370,000 $ 390,000 $ 370,000 $ 400,000 $ 365,000 $ 380,000 $ 390,000 $ 370,000
* | The Fund is a Feeder Fund and paid no compensation. |
** | Information shown is that of the corresponding Predecessor Portfolio. |
1 | The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Board Nominee for the calendar year ended December 31, 2017. |
Existing Board Members Not SeekingRe-election and Retired Board Members1
Fund/Portfolio | Rodney D. Johnson | Robert C. Robb, Jr. | Frederick W. Winter | |||||||||
Group A Funds | ||||||||||||
BBIF Money Fund* | ||||||||||||
BBIF Treasury Fund* | ||||||||||||
BIF Money Fund* | ||||||||||||
BIF Treasury Fund* | ||||||||||||
BlackRock Asian Dragon Fund, Inc. | $ | 1,208 | $ | 1,109 | $ | 1,084 | ||||||
BlackRock Emerging Markets Fund, Inc. | $ | 1,502 | $ | 1,342 | $ | 1,305 | ||||||
BlackRock Financial Institutions Series Trust | ||||||||||||
BlackRock Summit Cash Reserves Fund | $ | 1,132 | $ | 1,101 | $ | 1,024 |
Fund/Portfolio BlackRock FundsSM BlackRock Advantage Emerging Markets Fund BlackRock Advantage International Fund BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRockAll-Cap Energy & Resources Portfolio BlackRock Commodity Strategies Fund BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 1,313 $ 1,236 $ 1,159 $ 2,186 $ 1,889 $ 1,812 $ 2,320 $ 1,989 $ 1,912 $ 1,550 $ 1,413 $ 1,336 $ 2,299 $ 1,973 $ 1,896 $ 1,173 $ 1,133 $ 1,056 $ 1,466 $ 1,350 $ 1,273 $ 1,042 $ 1,035 $ 958 $ 765 $ 754 $ 753 $ 1,331 $ 1,250 $ 1,173 $ 1,097 $ 1,020 $ 1,001 $ 2,213 $ 1,908 $ 1,831 $ 12,326 $ 9,461 $ 9,385 $ 2,373 $ 2,028 $ 1,951 $ 1,094 $ 1,072 $ 995 $ 1,798 $ 1,599 $ 1,522 $ 3,309 $ 2,727 $ 2,650 $ 2,510 $ 2,210 $ 2,052 $ 789 $ 775 $ 771 $ 1,295 $ 1,222 $ 1,146 $ 2,232 $ 1,923 $ 1,846 $ 2,408 $ 2,055 $ 1,978 $ 1,332 $ 1,207 $ 1,177 $ 1,104 $ 1,080 $ 1,003 $ 3,209 $ 2,694 $ 2,578 $ 1,269 $ 1,203 $ 1,126 $ 1,031 $ 1,025 $ 948 $ 1,032 $ 1,026 $ 949 $ 1,032 $ 1,026 $ 949 $ 1,033 $ 1,027 $ 950 $ 1,032 $ 1,026 $ 949 $ 1,030 $ 1,024 $ 947 $ 1,030 $ 1,024 $ 947 $ 1,152 $ 1,116 $ 1,039 $ 2,556 $ 2,164 $ 2,087 $ 2,828 $ 2,368 $ 2,291 $ 1,196 $ 1,148 $ 1,072 $ 729 $ 728 $ 726 $ 2,458 $ 2,091 $ 2,014
Fund/Portfolio BlackRock Funds III BlackRock Cash Funds: Institutional* BlackRock Cash Funds: Treasury* BlackRock LifePath® Dynamic Retirement Fund* BlackRock LifePath® Dynamic 2020 Fund* BlackRock LifePath® Dynamic 2025 Fund* BlackRock LifePath® Dynamic 2030 Fund* BlackRock LifePath® Dynamic 2035 Fund* BlackRock LifePath® Dynamic 2040 Fund* BlackRock LifePath® Dynamic 2045 Fund* BlackRock LifePath® Dynamic 2050 Fund* BlackRock LifePath® Dynamic 2055 Fund* BlackRock LifePath® Dynamic 2060 Fund* BlackRock LifePath® Index Retirement Fund* BlackRock LifePath® Index 2020 Fund* BlackRock LifePath® Index 2025 Fund* BlackRock LifePath® Index 2030 Fund* BlackRock LifePath® Index 2035 Fund* BlackRock LifePath® Index 2040 Fund* BlackRock LifePath® Index 2045 Fund* BlackRock LifePath® Index 2050 Fund* BlackRock LifePath® Index 2055 Fund* BlackRock LifePath® Index 2060 Fund* iShares MSCI Total International Index Fund* iShares Russell 1000Large-Cap Index Fund* iShares S&P 500 Index Fund* iShares U.S. Aggregate Bond Index Fund* BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund* BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund* BlackRock Advantage Large Cap Value Fund* BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund* BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 16,297 $ 13,034 $ 12,353 $ 1,639 $ 1,481 $ 1,404 $ 1,113 $ 1,034 $ 1,014 $ 763 $ 754 $ 752 $ 3,508 $ 2,958 $ 2,802 $ 68,175 $ 54,521 $ 51,098
Fund/Portfolio MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund* BlackRock Select Treasury Strategies Institutional Fund* BlackRock Treasury Strategies Institutional Fund* FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 2,861 $ 2,437 $ 2,319 $ 908 $ 870 $ 861 $ 737 $ 734 $ 733 $ 1,061 $ 985 $ 975 $ 11,428 $ 9,258 $ 8,717 $ 44,741 $ 35,771 $ 33,597 $ 20,686 $ 16,666 $ 15,632 $ 1,963 $ 1,711 $ 1,649 $ 1,082 $ 1,063 $ 986 $ 1,333 $ 1,250 $ 1,173 $ 2,570 $ 2,175 $ 2,098 $ 1,965 $ 1,722 $ 1,645 $ 1,830 $ 1,605 $ 1,548 $ 1,083 $ 1,011 $ 991 $ 11,716 $ 9,469 $ 8,931 $ 1,034 $ 970 $ 954 $ 1,599 $ 1,421 $ 1,376 $ 849 $ 822 $ 816 $ 1,631 $ 1,446 $ 1,399 $ 833 $ 809 $ 803 $ 1,454 $ 1,304 $ 1,267 $ 791 $ 776 $ 772 $ 964 $ 914 $ 902 $ 755 $ 748 $ 746 $ 288 $ 287 $ 287 $ 2,815 $ 2,389 $ 2,284 $ 5,002 $ 4,131 $ 3,918 $ 4,696 $ 3,884 $ 3,689 $ 5,916 $ 4,855 $ 4,600 $ 4,027 $ 3,351 $ 3,189 $ 4,484 $ 3,714 $ 3,530 $ 2,776 $ 2,354 $ 2,255 $ 2,615 $ 2,226 $ 2,134
Fund/Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Group B Funds BlackRock Funds IV BlackRock Alternative Capital Strategies Fund** BlackRock Global Long/Short Credit Fund** BlackRock Impact Bond Fund** BlackRock Funds VI BlackRock CoreAlpha Bond Fund* Master Investment Portfolio II CoreAlpha Bond Master Portfolio** Total Compensation from the BlackRock Fund Complexes2 Rodney D.
Johnson Robert C.
Robb, Jr. Frederick
W. Winter $ 1,514 $ 1,351 $ 1,312 $ 778 $ 765 $ 763 $ 41,161 $ 32,940 $ 30,922 $ 25,861 $ 20,773 $ 19,496 $ 3,021 $ 2,562 $ 2,438 $ 6,592 $ 5,397 $ 5,105 $ 8,818 $ 7,161 $ 6,767 $ 6,002 $ 4,739 $ 4,662 $ 2,335 $ 2,000 $ 1,923 $ 2,820 $ 2,361 $ 2,284 $ 24,612 $ 20,009 $ 18,559 $ 5,067 $ 4,269 $ 3,962 $ 2,603 $ 2,213 $ 2,125 $ 4,654 $ 3,731 $ 3,654 $ 1,095 $ 1,072 $ 996 $ 1,453 $ 1,340 $ 1,263 $ 2,581 $ 2,183 $ 2,106 $ 777 $ 765 $ 762 $ 8,647 $ 6,713 $ 6,636 $ 1,053 $ 1,041 $ 965 $ 2,153 $ 1,864 $ 1,789 $ 470,000 $ 390,000 $ 370,000
* | The Fund is a Feeder Fund and paid no compensation. |
** | Information shown is that of the corresponding Predecessor Portfolio. |
1 | 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. |
2 | The BlackRock Fund Complexes include the Equity-Liquidity Complex, the Equity-Bond Complex, theClosed-End Complex and the iShares exchange-traded fund Complex. Amounts reflected represent the aggregate compensation paid to the Existing Board Member for the calendar year ended December 31, 2017. |
Appendix 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 May 31, 2007,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, for which they are nominated to oversee.]except as indicated in the table below.
Fund, Portfolio and Class | Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Outstanding Shares of Class Owned | Percentage of Outstanding Shares of Portfolio Owned | ||||||||||||
BlackRock FundsSM | ||||||||||||||||
BlackRock Emerging Markets Equity Strategies Fund—Institutional Shares* | Mark Stalnecker | 67,779.53 | 11.56 | % | 5.57 | % |
* | 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.
[NoneAs of August 1, 2018, none of the independentIndependent Board Members, Board Nominees ornor their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2007.]
MeetingsAggregate Dollar Range of the Boards
During the most recent full fiscal year for each Fund as grouped in the table below, the Boards met the following number of times:
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[Each incumbent Board Member attended more than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which the Board Member served.]
Standing Committees of the Boards
The business and affairs of each Registrant are managed by or under the direction of its Board.
Audit Committee. Each Board has a standing Audit Committee comprised of all Board Members (except, in the case of Board 5, comprised of Messrs. Bond, Hernandez and Wilmerding) who are not “interested persons,” within the meaning of the 1940 Act, of the Registrant. The primary purposes of each Board’s Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Registrant, the qualifications and independence of the Registrant’s independent registered public accounting firm, and the Registrant’s compliance with legal and regulatory requirements. The Audit Committee reviews the scope of the Registrant’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Board Members for their ratification, the selection, appointment, retention or termination of the Registrant’s independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided by the Registrant’s independent registered public accounting firm to its manager or adviser and any affiliated service providers if the engagement relates directly to the Registrant’s operations and financial reporting of the Registrant.
Governance and Nominating Committee or Nominating Committee.Board 5 has a standing Governance and Nominating Committee, and Boards 1, 2, 3 and 4 each have a Nominating Committee. All Board Members who are not “interested persons,” within the meaning of the 1940 Act, are members of the Governance and Nominating Committee or Nominating Committee, except, in the case of Board 5, Dr. Horner and Messrs. Eizenstat, Bond and Hernandez are members of the Governance and Nominating Committee.II Nominees (Group A Funds)
Each Governance and Nominating Committee or Nominating Committee is responsible for, among other things, recommending candidates to fill vacancies on the Board. The Governance and Nominating Committee of the Board 5 Funds also is responsible for, among other things, the scheduling and organization of Board meetings, evaluating the structure and composition of the board and determining compensation of the Board 5 Funds’ Independent Board Members.
Each Governance or Nominating Committee, and each Audit Committee, met the following number of times for each Fund’s most recent fiscal year:
Name of Board | |||||||||
Fund Name | in Each Fund/Portfolio | Range of Equity the Group A Funds | |||||||
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Robert Fairbairn | |||||||||
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BlackRock Liquidity Funds: MuniCash | $1-$10,000 | ||||||||
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Bruce R. Bond | |||||||||
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Name of Board | |||||||||
Fund Name | in Each Fund/Portfolio | Range of Equity the Group A Funds | |||||||
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 Fund1 | $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 |
1 | Information shown is that of the corresponding Predecessor Portfolio. |
Name of Board II | 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 | 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 | 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 Fund1 | $1-$10,000 | |||||
Claire A. Walton | BlackRock Funds: BlackRock Advantage Small Cap | |||||
Over $100,000 | ||||||
BlackRock Funds: BlackRock Health Sciences Opportunities Portfolio | Over $100,000 |
Name of Board II | 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: BlackRock Global Long/Short Credit Fund1 | Over $100,000 | |||||
BlackRock Funds: BlackRock Impact U.S. Equity Fund | Over $100,000 | |||||
BlackRock Funds: BlackRock Real Estate Securities Fund | Over $100,000 | |||||
BlackRock Large Cap Series Funds, Inc.: BlackRock Event Driven Equity Fund | Over $100,000 |
Board I Nominees (Group B Funds)
Name of Board I | Fund Name | Aggregate Dollar Range of Shares in Each Fund/Portfolio | Aggregate Dollar Board Nominee | |||
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 Fund1 | $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 | ||||||||
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Meetings | |||||||||
| 3/31 | ||||||||
| 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 | ||||||||
BlackRock FundsSM | |||||||||
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 | ||||||||
| 7/31 | |||||||||
| 7/31 | |||||||||
| 7/31 | |||||||||
| 7/31 | |||||||||
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7/31 |
BlackRock Funds III | ||||||||||||
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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 | |||||||||||
BlackRock Advantage Large Cap Value | 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 | |||||||||||
| ||||||||||||
| 10/31 | |||||||||||
| 10/31 | |||||||||||
| 10/31 | |||||||||||
| 10/31 | |||||||||||
MuniFund | 10/31 | 7 | ||||||||||
New York Money Fund | 10/31 | 7 | ||||||||||
TempCash | 10/31 | 7 |
Fund | ||||||||
Each Governance and Nominating Committee or Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Registrant Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. A copy of the Charter of the Governance and Nominating Committee or Nominating Committee for each Registrant is included inAppendix G. Name
Board 5 has three additional standing committees, as follows:
Compliance Committee. The members of the Compliance Committee are Dr. Horner and Messrs. Eizenstat and Rosenblatt. The Committee is responsible for monitoring compliance issues regarding each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year:
Fiscal Year End | Number of Board Meetings | |||||||
TempFund | 10/31 | 7 | ||||||
T-Fund | 10/31 | 7 | ||||||
Treasury Trust | 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 | ||||||||
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 | 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 | |||||||
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 |
Valuation and Pricing Committee. The members of the Valuation and Pricing Committee are Messrs. Bond, Davis, Eizenstat, Fink, Hernandez, Rosenblatt, Wilmerding and Dr. Horner. The Committee is responsible for valuation issues regarding the portfolio securities of each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year:
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 | |||||||
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 |
Performance Review Committee.Group B Funds The members of the Performance Review Committee are Messrs. Bond, Eizenstat, Rosenblatt and Wilmerding. The Committee is responsible for reviewing the performance of the Funds that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year
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
Governance and Nominating Committee or Nominating Committee
Nominating Committee Charter
(Boards 1, 2, 3 and 4)
I. Organization
The Nominating Committee (the “Committee”) of the Board of Directors/Trustees for the registered investment companies (each a “Fund” and collectively, the “Funds”) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and who are “independent” as defined in the New York Stock Exchange and the American Stock Exchange (each, an “Exchange”) listing standards (if applicable) (“Independent Directors”). The Board of Directors/Trustees of the Fund (the “Board”) shall appoint the members of the Committee (which may or may not be all of the Independent Directors) and shall designate the Chairman of the Committee. The Committee shall have authority to retain outside counsel and other advisors the Committee deems appropriate and shall have the sole authority to approve the compensation and other terms of their retention.
II. Responsibilities
The Committee shall identify individuals qualified to serve as Independent Directors of the Fund and shall recommend its nominees for consideration by the full Board.
III. Identification And Evaluation Of Potential Nominees
In identifying and evaluating a person as a potential nominee to serve as an Independent Director of the Fund, the Committee should consider among other factors it may deem relevant:
the contribution which the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant;
the character and integrity of the person;
whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund;
whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the investment adviser or manager of the Fund, Fund service providers or their affiliates;
whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes;
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund;
whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s retirement policy.
While the Committee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee may consider nominations for the office of Director made by Fund stockholders or by management in the same manner as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the qualifications of the proposed nominee. The Secretary of the Fund will forward all nominations received to the Committee.
IV. Quorum
A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Committee present at any meeting at which there is quorum shall be the act of the Committee.
V. Nomination Of Directors
After a determination by the Committee that a person should be nominated as an Independent Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration and, where appropriate, to the Independent Directors.
V. Meetings
The Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person, video conference or by conference telephone. The Committee may take action by unanimous written consent in lieu of a meeting.
Governance and Nominating Committee Charter
(Board 5)
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
OF THE
BOARDS OF TRUSTEES OF BLACKROCK FUNDSSM, BLACKROCK FUNDS II AND
BLACKROCK BOND ALLOCATION TARGET SHARES
I. Purpose of the Governance and Nominating Committee
The purpose of the Governance and Nominating Committee (the “Committee”) of the Boards of Trustees (the “Board”) of BlackRock FundsSM, BlackRock Funds II and BlackRock Bond Allocation Target Shares (together, the “Funds”) is to provide assistance to the Board in fulfilling its responsibility with respect to oversight of the appropriate and effective governance of the Funds, including, but not limited to, advising the Board on the structure, composition and procedures of the Board’s committees, the size of the Board, the appropriate ratio of Trustees who are “interested persons” (as such term is defined in the Investment Company Act of 1940, as amended, or the “1940 Act”) versus those Trustees who are not “interested persons” (the “Independent Trustees”) and the compensation of the Independent Trustees.
The purpose of the Committee is also to provide assistance to the Board in selecting and nominating candidates for election to the Board, including, but not limited to, identifying candidates for any vacancies that exist from time to time, conducting diligence on such candidates as the Committee may deem appropriate (which may include, but is not necessarily limited to, examination of credentials, personal interviews, and inquiry of persons acquainted with the candidate) and making appropriate recommendations to the Board (in the case of candidates who are “interested persons”) or to the Independent Trustees (in the case of candidates who are not “interested persons”) for the election, or nomination for election, by Fund shareholders of a new Trustee.
II. Composition and Qualifications
The Committee will be comprised of not less than two members of the Board. No member of the Committee may be an “interested person” of the Funds as that term is defined in the 1940 Act. The members of the Committee will be appointed by the Board, and may be removed, with or without cause, by the Board.
III. Chairperson
The Board will designate one of the members of the Committee to be the Chairperson of the Committee. The Chairperson will chair all regular sessions of the Committee and set the agendas for each Committee meeting.
IV. Authority
The Committee will have the authority to carry out its duties and responsibilities as set forth in this Charter, to request appropriate officers of the Funds to provide or arrange to provide such information, data and services as the Committee may request and to institute any special investigations or inquiries as it deems necessary. The Committee will have the authority to hire or engage, at the Funds’ expense, special counsel and other experts and consultants whose assistance the Committee considers necessary to carry out any of its responsibilities under this Charter.
VI. Meetings and Procedures of the Committee
Unless the Committee otherwise determines, the Committee will meet on a regular basis, but in all cases, no less frequently than quarterly, and will call any special meetings as the circumstances may require. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other will constitute a quorum. The Committee may also take action by written consent, if the number of members required for approval of such action at a meeting of the members consent to the action in writing and the written consents are filed with the records of meetings of the Committee, unless otherwise required by applicable law.
The Committee will have the right to excuse any Committee member from a meeting or portion thereof to permit the remaining members of the Committee to discuss or act on any matter for which, in the Committee’s opinion, the excused member’s participation is not appropriate, and such excused member’s absence in this circumstance will not be deemed an absence for the purposes of determining a quorum.
The Committee will cause to be maintained minutes of each of its meetings which it has approved and any records relating to those meetings and will provide copies of such minutes to the Board and the Funds.
V. Duties and Responsibilities of the Committee
The following are the general duties and responsibilities of the Committee and are set forth only for their guidance.
A. Corporate Governance and Other Related Responsibilities
The Committee’s corporate governance duties and responsibilities include the following.
1. The Committee will, on a periodic basis, evaluate the compensation and Fund shareholding guidelines of the Trustees and make any recommendations to the full Board that the Committee deems appropriate.
2. The Committee will, on an annual basis, evaluate its own performance and responsibilities under this Charter on the basis of all matters that it considers relevant and will make any recommendations to the full Board that the Committee deems appropriate.
3. The Committee will, on an annual basis (or more frequently if appropriate), evaluate the qualification of each Trustee who is a member of the Audit Committee as being (i) “independent” as defined by the rules promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Sarbanes-Oxley Act of 2002, (ii) “financially literate”, as such qualification is interpreted by the Board in its business judgment and (iii) an “audit committee financial expert” within the meaning of the rules and regulations promulgated by the SEC pursuant to the 1940 Act.
4. The Committee will serve in an advisory capacity to the Board and the Chairman of the Board in matters relating to the organizational and governance structure and conduct of the Board.
5. The Committee will, on an annual basis, assist and oversee a self-assessment of the Board as a whole to determine whether the Board is functioning effectively. The Committee will establish procedures to allow it to exercise this oversight function. The Committee will report to the full Board on the results of its evaluation, including any recommended actions to improve the performance of the Board.
6. The Committee will review and recommend to the Board the allocation of compliance responsibilities among the various committees of the Board.
7. The Committee will, on an annual basis, review the adequacy of this Charter and recommend to the full Board any changes that the Committee deems appropriate.
B. Identification and Evaluation of Potential Nominees
The duties and responsibilities of the Committee also include establishing criteria for identifying and evaluating a person as a potential nominee to serve as a Trustee or Independent Trustee of the Funds. Such criteria will include, at a minimum, (i) to the extent required, compliance with the independence and other applicable requirements of the 1940 Act, all other applicable laws, rules, regulations and listing standards and the criteria, policies and principles set forth in this Charter and (ii) other factors that the Committee may deem relevant to the position, which may include, but will not be limited to, the following:
the contribution that the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant;
the character and integrity of the person;
whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee or Independent Trustee of the Funds;
whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the Funds’ investment adviser, manager or subadviser, any Fund service provider or any of their respective affiliates;
whether or not the person is “financially literate”, as such qualification is interpreted by the Board in its business judgment;
whether or not the person serves on the boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; and
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee.
In addition to all of the above, the Committee will have such other duties, responsibilities and authorities as the Board from time to time may delegate.
Officers of the Funds
Theexecutive officers of each Fund who are not Board Members or Board Nominees, their agesaddress, 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 tablestable below. The address of each officer is BlackRock, Inc., 40 E. 52nd Street, New York, NY 10022.
Officers receive no compensation from the Funds, [although they may be reimbursed for reasonable travel expenses for attending meetings of the Boards.]*
Each executive officer is an “interested person” of the Funds as(as defined in the 1940 Act,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 Birth1, 2 | Position(s) Held (Length of | Principal Occupation(s) During Past Five Years | ||
Thomas Callahan4 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 FundsSM, 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 | — | — |
Fund Name BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) D&T 9/30 39,882 41,149 — — D&T 9/30 23,358 24,599 — — D&T 5/31 36,924 36,877 — — D&T 9/30 26,520 26,537 — — D&T 9/30 19,992 21,259 — 2,000 D&T 3/31 26,520 20,145 — 2,000 D&T 1/31 21,828 21,858 — — PwC 7/31 22,100 22,123 4,000 — D&T 9/30 64,464 65,688 — 4,000 D&T 9/30 36,720 36,737 — — D&T 10/31 76,053 66,122 — — PwC 7/31 40,000 27,000 — 4,000 D&T 1/31 26,520 26,000 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 21,800 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,000 — — PwC 7/31 22,000 22,140 — 5,000 PwC 7/31 22,000 22,140 — — PwC 7/31 22,000 22,140 — —
Fund Name iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund (1) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 7/31 22,000 21,800 — — D&T 12/31 20,849 18,216 — — PwC 7/31 22,000 21,800 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 11,023 11,148 1,222 — PwC 12/31 9,921 — — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 9,865 — — PwC 12/31 11,023 11,148 — —
Fund Name iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — PwC 12/31 11,023 11,148 — — D&T 12/31 32,440 33,660 6,000 — D&T 12/31 8,339 7,689 — — D&T 9/30 8,160 8,160 — — D&T 9/30 8,160 8,160 — — D&T 9/30 29,376 29,325 — — D&T 6/30 8,160 8,160 — — D&T 10/31 37,273 38,493 — — D&T 10/31 27,680 22,606 1,000 — D&T 10/31 27,680 27,030 1,000 — D&T 10/31 31,250 30,600 5,500 4,500 D&T 10/31 26,864 26,214 1,000 — D&T 10/31 25,500 24,850 1,000 — D&T 10/31 27,680 22,606 1,000 — D&T 10/31 25,857 25,207 1,000 — D&T 10/31 33,290 32,640 1,000 4,500 D&T 10/31 31,250 30,600 1,000 — D&T 10/31 25,500 24,850 1,000 — PwC 10/31 29,000 7,510 — — D&T 4/30 8,160 9,218 — 4,000
Fund Name BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (1) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) D&T 4/30 8,160 9,830 — 4,000 D&T 4/30 8,160 9,218 — 4,000 D&T 4/30 26,520 32,997 — 4,000 D&T 4/30 24,480 30,702 — 4,000 D&T 4/30 26,520 38,199 — 2,000 D&T 4/30 24,480 38,199 — 2,000 PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 15,257 15,407 1,222 — PwC 12/31 13,731 — — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — —
Fund Name LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Retirement Reserves Money Fund Audit Fees Audit-Related Fees Accounting
Firm* Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 13,007 — — PwC 12/31 12,857 11,511 — — PwC 12/31 12,407 12,507 — — PwC 12/31 20,791 20,991 — — PwC 12/31 20,791 20,991 — — PwC 12/31 12,407 12,507 — — PwC 12/31 24,120 24,370 — — D&T 9/30 36,210 36,202 — — D&T 9/30 33,150 33,142 — — D&T 6/30 33,150 33,142 — — D&T 3/31 26,520 32,997 — — D&T 3/31 24,480 26,826 — — D&T 12/31 29,380 30,600 — — D&T 4/30 26,520 28,110 — 2,000 Ready Assets U.S.A. Government Money Fund D&T 4/30 26,520 27,221 — — Ready Assets U.S. Treasury Money Fund D&T 4/30 24,480 23,804 — — Retirement Series Trust D&T 4/30 26,520 27,897 — 2,000
* | “D&T” refers to Deloitte & Touche LLP and “PwC” refers to PricewaterhouseCoopers LLP. |
(1) | For the period May 31, 2017 (Commencement of Operations) to December 31, 2017. |
Group B Funds
Audit Fees | Audit-Related Fees | |||||||||||||||||||||||
Fund Name | Accounting Firm* | Fiscal Year End | Most Recent Fiscal Year ($) | 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 | — | — |
Fund Name BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRockAll-Cap Energy & Resources Portfolio BlackRock Commodity Strategies Fund (1) BlackRock Emerging Markets Dividend Fund BlackRock Emerging Markets Equity Strategies Fund BlackRock Energy & Resources Portfolio BlackRock Exchange Portfolio BlackRock Global Long/Short Equity Fund (1) BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund BlackRock Impact U.S. Equity Fund BlackRock International Dividend Fund BlackRockMid-Cap Growth Equity Portfolio BlackRock Money Market Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund (1) BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund (1) iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund (1) iShares Edge MSCI Min Vol USA Index Fund (1) iShares Edge MSCI Multifactor Intl Index Fund (1) iShares Edge MSCI Multifactor USA Index Fund (1) iShares Edge MSCI USA Momentum Factor Index Fund (1) iShares Edge MSCI USA Quality Factor Index Fund (1) iShares Edge MSCI USA Size Factor Index Fund (1) Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 9/30 13,100 13,407 — — 5/31 15,500 13,407 — — 9/30 13,100 13,707 — — 9/30 13,100 13,707 — — 7/31 — — — — 9/30 14,100 14,727 — — 12/31 21,238 20,600 — — 9/30 13,100 13,707 — — 12/31 12,852 12,852 — — 7/31 — — — — 9/30 13,100 13,707 — — 9/30 13,100 13,707 — — 5/31 15,500 14,007 — — 9/30 14,100 14,727 — — 9/30 13,100 13,707 — — 3/31 9,800 9,792 — — 1/31 13,100 14,007 — — 7/31 — — — — 9/30 13,100 14,307 — — 9/30 13,100 13,707 — — 10/31 20,600 20,000 — — 7/31 — — — — 1/31 14,100 — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — —
Fund Name iShares Edge MSCI USA Value Factor Index Fund (1) iShares MSCI Asia ex Japan Index Fund (1) iShares MSCI Developed World Index Fund (1) iShares RussellMid-Cap Index Fund (1) iShares RussellSmall/Mid-Cap Index Fund (1) iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund (1) BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund (2) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 7/31 — — — — 12/31 15,440 15,402 — — 7/31 — — — — 12/31 2,925 2,425 — — 12/31 2,925 2,425 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 — — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — —
Fund Name iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund (1) Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund FFI Government Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 8,066 7,566 — — 12/31 14,765 9,582 — — 12/31 12,062 11,424 — — 9/30 13,100 14,007 — — 9/30 13,100 14,007 — — 9/30 13,100 13,107 — — 6/30 13,100 14,007 — — 10/31 15,027 14,127 — — 10/31 10,812 10,812 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 10,812 10,812 — — 10/31 10,812 10,812 — — 10/31 10,812 10,812 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 9,792 9,792 — — 10/31 — — — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — —
Fund Name FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (2) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 4/30 9,800 9,792 — — 4/30 13,300 13,260 — — 4/30 13,300 13,260 — — — — 12/31 20,661 20,161 — — 12/31 15,626 18,460 — — 12/31 15,626 15,126 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 13,119 — — 12/31 15,619 — — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 13,619 13,119 — — 12/31 — 3,633 — — 12/31 15,626 15,126 — — 12/31 15,626 18,459 — —
Fund Name Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Tax Fees* All Other Fees Fiscal
Year
End Most
Recent
Fiscal
Year ($) Fiscal Year
Prior to
Most
Recent
Fiscal Year
End ($) Most
Recent
Fiscal
Year
($) Fiscal
Year Prior
to Most
Recent
Fiscal
Year End
($) 12/31 7,133 3,633 — — 12/31 15,626 15,126 — — 9/30 13,500 13,815 — — 9/30 13,500 13,515 — — 6/30 13,500 13,515 — — 3/31 13,300 13,260 — — 3/31 13,300 13,260 — — 12/31 17,379 17,640 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — — 4/30 9,800 9,792 — —
* | All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation. |
(1) | Tax services are not provided by the fund’s Independent Registered Public Accounting Firm. |
(2) | For the period May 31, 2017 (Commencement of Operations) to December 31, 2017. |
Group B Funds
Tax Fees* | All Other Fees | |||||||||||||||||||
Fund Name | Fiscal Year End | Most Recent Fiscal Year ($) | 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 |
Fund Name BlackRock Technology Opportunities Fund BlackRock Total Emerging Markets Fund BlackRock Total Factor Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares RussellMid-Cap Index Fund iShares RussellSmall/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock LifePath® Dynamic Retirement Fund BlackRock LifePath® Dynamic 2020 Fund BlackRock LifePath® Dynamic 2025 Fund BlackRock LifePath® Dynamic 2030 Fund BlackRock LifePath® Dynamic 2035 Fund BlackRock LifePath® Dynamic 2040 Fund BlackRock LifePath® Dynamic 2045 Fund BlackRock LifePath® Dynamic 2050 Fund BlackRock LifePath® Dynamic 2055 Fund BlackRock LifePath® Dynamic 2060 Fund(1) BlackRock LifePath® Index Retirement Fund BlackRock LifePath® Index 2020 Fund BlackRock LifePath® Index 2025 Fund BlackRock LifePath® Index 2030 Fund BlackRock LifePath® Index 2035 Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 9/30 13,100 13,707 10/31 20,600 20,000 7/31 — 4,000 1/31 14,100 — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — — 7/31 — 5,000 7/31 — — 7/31 — — 7/31 — — 12/31 15,440 15,402 7/31 — — 12/31 2,925 2,425 12/31 2,925 2,425 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 9,288 7,566 12/31 8,066 — 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566
Fund Name BlackRock LifePath® Index 2040 Fund BlackRock LifePath® Index 2045 Fund BlackRock LifePath® Index 2050 Fund BlackRock LifePath® Index 2055 Fund BlackRock LifePath® Index 2060 Fund iShares MSCI Total International Index Fund iShares Russell 1000Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000Small-Cap Index Fund BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund BlackRock Large Cap Focus Growth Fund BlackRock Latin America Fund, Inc. BlackRock Liquidity Funds California Money Fund Federal Trust Fund FedFund MuniCash MuniFund New York Money Fund TempCash TempFund T-Fund Treasury Trust Fund BlackRock Series, Inc. BlackRock International Fund Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 8,066 7,566 12/31 20,765 9,582 12/31 12,062 11,424 9/30 13,100 14,007 9/30 13,100 14,007 9/30 13,100 13,107 6/30 13,100 14,007 10/31 15,027 14,127 10/31 11,812 10,812 10/31 10,792 9,792 10/31 15,292 14,292 10/31 11,812 10,812 10/31 11,812 10,812 10/31 11,812 10,812 10/31 10,792 9,792 10/31 10,792 14,292 10/31 10,792 9,792 10/31 10,792 9,792 10/31 — — 4/30 9,800 13,792 4/30 9,800 13,792 4/30 9,800 13,792
Fund Name FFI Government Fund FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Large Cap Index Master Portfolio LifePath® Dynamic Retirement Master Portfolio LifePath® Dynamic 2020 Master Portfolio LifePath® Dynamic 2025 Master Portfolio LifePath® Dynamic 2030 Master Portfolio LifePath® Dynamic 2035 Master Portfolio LifePath® Dynamic 2040 Master Portfolio LifePath® Dynamic 2045 Master Portfolio LifePath® Dynamic 2050 Master Portfolio LifePath® Dynamic 2055 Master Portfolio LifePath® Dynamic 2060 Master Portfolio (1) LifePath® Index Retirement Master Portfolio LifePath® Index 2020 Master Portfolio LifePath® Index 2025 Master Portfolio LifePath® Index 2030 Master Portfolio LifePath® Index 2035 Master Portfolio LifePath® Index 2040 Master Portfolio LifePath® Index 2045 Master Portfolio LifePath® Index 2050 Master Portfolio LifePath® Index 2055 Master Portfolio LifePath® Index 2060 Master Portfolio Money Market Master Portfolio S&P 500 Index Master Portfolio Total International ex U.S. Index Master Portfolio Treasury Money Market Master Portfolio U.S. Total Bond Index Master Portfolio Master Large Cap Series LLC Master Advantage Large Cap Core Portfolio Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 4/30 9,800 13,792 4/30 9,800 13,792 4/30 13,300 15,260 4/30 13,300 15,260 12/31 20,661 20,161 12/31 15,626 18,460 12/31 15,626 15,126 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 16,841 13,119 12/31 15,619 — 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 13,619 13,119 12/31 — 3,633 12/31 15,626 15,126 12/31 15,626 18,459 12/31 7,133 3,633 12/31 15,626 15,126 9/30 13,500 13,815
Fund Name Master Advantage Large Cap Value Portfolio Master Large Cap Focus Growth Portfolio Master Money LLC Master Treasury LLC Quantitative Master Series LLC Master Small Cap Index Series Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund Aggregate Non-Audit Fees Fiscal Year
End Most Recent
Fiscal Year ($) Fiscal Year
Prior to Most
Recent Fiscal
Year End ($) 9/30 13,500 13,515 6/30 13,500 13,515 3/31 13,300 13,260 3/31 13,300 13,260 12/31 17,379 17,640 4/30 9,800 11,792 4/30 9,800 9,792 4/30 9,800 9,792 4/30 9,800 11,792
* | 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 |
* | 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. |
** | 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 |
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BBIF Money Fund |
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| — | BlackRock | ||||
BlackRock Asian Dragon Fund, Inc. | — | |||||
BlackRock Emerging Markets Fund, Inc. | BlackRock Advisors, LLC | BlackRock Asset Management | — | |||
BlackRock Financial Institutions Series Trust | ||||||
BlackRock Summit Cash Reserves Fund | BlackRock Advisors, LLC | — | — | |||
BlackRock FundsSM | ||||||
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 |
|
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BlackRock | ||||||||||
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BlackRock | 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 |
|
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iShares Edge MSCI Min Vol EAFE Index Fund |
| — | ||||
| ||||||
| ||||||
| ||||||
| ||||||
|
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants
Audit Fees and Audit Related Fees
iShares Edge MSCI USA Size Factor Index Fund | |||||||||||||
iShares Edge MSCI USA Value Factor Index Fund | — | ||||||||||||
| BlackRock Advisors, LLC | BlackRock Fund Advisors | — | ||||||||||
| 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 | |||||||||||||
| |||||||||||||
| |||||||||||||
| |||||||||||||
| Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors | — | BlackRock Advisors, LLC | ||||||||||
BlackRock | Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors | — | BlackRock Advisors, LLC | ||||||||||
| 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 | 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 | |||||||||||||
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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 | |||||||||||
| ||||||||||||
| ||||||||||||
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BlackRock | 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 | 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 | 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 | 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 | 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 | 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 | Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors | — | BlackRock Advisors, LLC | |||||||||
| ||||||||||||
| Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors | — | ||||||||||
| ||||||||||||
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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 | ||||||||||
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BlackRock LifePath® Index 2035 Fund | |||||||||||||
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BlackRock LifePath® Index 2040 Fund | |||||||||||||
| |||||||||||||
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| |||||||||||||
| |||||||||||||
| |||||||||||||
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| Feeder Fund – the Master Fund’s Investment Adviser is BlackRock Fund Advisors | — | BlackRock Advisors, LLC | ||||||||||
| 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 | |||||||||||
| 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 | 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 | — | 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 | ||||||
| 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 SEI Private Trust Company FBOCarson-N Non Sch Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Asian Dragon Fund, Inc. – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,470,797.95 48.14% National Financial Services LLC 387,816.86 7.55% BlackRock Asian Dragon Fund, Inc. - Class K Shares Edward D. Jones and Co. 29,873.94 69.26% BlackRock Financial Management, Inc. 10,700.91 24.81% JP Morgan Securities LLC 2,494.17 5.78% BlackRock Emerging Markets Fund, Inc. BlackRock Emerging Markets Fund, Inc. – Investor A Shares Merrill Lynch Pierce Fenner & Smith 5,548,877.48 65.92% BlackRock Emerging Markets Fund, Inc. – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,396,824.92 64.64% Wells Fargo Clearing Services 139,787.40 6.46% BlackRock Emerging Markets Fund, Inc. – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,649,359.82 53.19% National Financial Services LLC 1,124,629.39 22.58% Pershing LLC 256,229.41 5.14% BlackRock Emerging Markets Fund, Inc. – Class K Shares Edward D. Jones and Co. 67,372.48 88.67% BlackRock Financial Management, Inc. 7,701.19 10.13% BlackRock Financial Institutions Series Trust BlackRock Summit Cash Reserves Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 35,452,880.71 92.74% BlackRock Summit Cash Reserves Fund – Investor C Shares BlackRock Financial Management, Inc. 50,000.00 100% BlackRock FundsSM BlackRock Advantage Emerging Markets Fund – Investor A Shares National Financial Services LLC 148,012.04 28.95% 81,803.98 16.00% Wells Fargo Clearing Services 51,460.96 10.06% SEI Private Trust Company 36,379.54 7.11% Charles Schwab and Co. 28,781.47 5.63% Merrill Lynch Pierce Fenner & Smith 28,207.26 5.51% BlackRock Advantage Emerging Markets Fund – Investor C Shares Morgan Stanley & Co. 99,780.99 31.30% JP Morgan Securities LLC 41,279.96 12.95% Merrill Lynch Pierce Fenner & Smith 33,255.54 10.43% UBS WM USA 32,009.42 10.04% Raymond James 29,029.23 9.10% Wells Fargo Clearing Services 16,386.49 5.14% National Financial Services LLC 16,205.46 5.08%
Fund and Class Name and Address of Owner *BlackRock Funds II 60/40 Target Allocation Fund *BlackRock Funds II 80/20 Target Allocation Fund *BlackRock Funds LLC LifePath Dynamic Master 2040 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2030 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2020 Portfolio *BlackRock Funds LLC LifePath Dynamic Master 2050 Portfolio *BlackRock Funds II 40/60 Target Allocation Fund State Street Bank and Trust As TTEE and/or Custodian (FBO) ADP Access, Large MarketNon-Qualified Capital Bank & Trust Co. TTEE FBO For Bare Feet Inc. 401(k) 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 Reliance Trust Company FBO MassMutual DMF PO Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Emerging Markets Fund – Institutional Shares National Financial Services LLC 629,084.52 21.36% Pershing LLC 489,351.90 16.61% UBS WM USA 398,721.25 13.53% Wells Fargo Clearing Services 379,815.23 12.89% Morgan Stanley & Co. 349,449.97 11.86% Merrill Lynch Pierce Fenner & Smith 181,911.34 6.17% BlackRock Advantage Emerging Markets Fund – Class K Shares 2,571,992.51 18.90% 2,340,972.44 17.21% 2,002,086.65 14.71% 1,934,290.49 14.22% 1,214,724.11 8.93% 801,967.39 5.89% 716,355.07 5.26% BlackRock Advantage International Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 13,318,202.67 73.72% BlackRock Advantage International Fund – Investor C Shares Morgan Stanley & Co. 346,651.09 24.08% UBS WM USA 195,620.19 13.59% Merrill Lynch Pierce Fenner & Smith 192,594.64 13.38% Wells Fargo Clearing Services 142,224.75 9.88% National Financial Services LLC 94,355.78 6.55% Pershing LLC 93,241.68 6.47% Raymond James 85,065.98 5.91% BlackRock Advantage International Fund – Class R Shares 163,904.69 36.20% Merrill Lynch Pierce Fenner & Smith 131,039.03 28.94% 45,858.89 10.12% 27,726.81 6.12%
Fund and Class Name and Address of Owner BlackRock Advisors LLC FBO BlackRock College 2020 Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority International Opportunities Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College Enrollment Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Aggressive Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College 2027 Option BlackRock Advisors LLC FBO BlackRock College 2024 Option BlackRock Advisors LLC BlackRock College 2032 Option Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage International Fund – Class K Shares Edward D Jones and Co. 440,441.40 93.04% BlackRock Advantage International Fund – Institutional Shares 3,197,326.28 13.29% 3,190,609.82 13.27% 2,995,437.90 12.45% Merrill Lynch Pierce Fenner & Smith 2,610,204.61 10.85% 2,167,335.08 9.01% 1,593,113.93 6.62% 1,548,756.42 6.44% 1,337,155.40 5.56% 1,239,342.09 5.15% BlackRock Advantage Large Cap Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 21,358,581.68 49.95% National Financial Services LLC 3,187,720.43 7.45% BlackRock Advantage Large Cap Growth Fund – Investor C Shares Wells Fargo Clearing Services 509,708.01 15.18% National Financial Services LLC 461,997.34 13.76% Morgan Stanley & Co. 391,131.95 11.65% Merrill Lynch Pierce Fenner & Smith 306,901.29 9.14% Pershing LLC 286,392.98 8.53% UBS WM USA 190,923.73 5.68% BlackRock Advantage Large Cap Growth Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 107,169.14 84.23% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 10,075.46 7.91% BlackRock Advantage Large Cap Growth Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,347,776.50 56.00% UBS WM USA 333,310.92 7.95% Wells Fargo Clearing Services 302,154.94 7.20% National Financial Services LLC 298,951.91 7.13% BlackRock Advantage Large Cap Growth Fund – Class K Shares JP Morgan Securities LLC 21,821.18 64.09% BlackRock Financial Management Inc. 12,217.47 35.88%
Fund and Class Name and Address of Owner BlackRock Funds MLPF Cust FPO David G. Cherup IRA P.O. Box 8907 Wilmington, DE 19899-8907 BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option Saxon & Co. P.O. Box 94597 Cleveland, OH 44101-4597 *Gibson Dunn & Crutcher LLP Partners Cash Balance Plan 333 South Grand Ave. Los Angeles, CA 90071 Saxon & Co. P.O. Box 94597 Cleveland, OH 44101-4597 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Large Cap Growth Fund – Service Shares Wells Fargo Clearing Services 2,755.94 29.82% Morgan Stanley & Co. 2,142.86 23.18% National Financial Services LLC 1,722.94 18.64% TD Ameritrade 863.93 9.34% 763.576 8.26% Pershing LLC 562.301 6.08% BlackRock Advantage Small Cap Core Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 4,000,583.32 77.91% Charles Schwab & Co. Inc. 521,589.16 10.15% BlackRock Advantage Small Cap Core Fund – Investor C Shares Raymond James 64,536.12 29.32% Pershing LLC 36,943.15 16.78% LPL Financial 23,817.06 10.82% National Financial Services LLC 20,391.36 9.26% RBC Capital Markets LLC 12,323.65 5.59% BlackRock Advantage Small Cap Core Fund – Institutional Shares Goldman Sachs & Co. 13,371,776.31 43.95% Charles Schwab & Co. Inc. 4,415,057.23 14.51% 2,041,647.72 6.71% Pershing LLC 1,527,876.83 5.02% BlackRock Advantage Small Cap Core Fund – Class K Shares 271,608.70 33.35% Wells Fargo Bank NA FBO Temple Univ Invs 147,104.66 18.06% Wells Fargo Bank NA FBO Jeanes Hospital 106,985.21 13.13% 104,849.28 12.87% 50,817.97 6.24% BlackRock Advantage Small Cap Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 4,872,136.15 39.54% National Financial Services LLC 1,302,121.97 10.56%
Fund and Class Name and Address of Owner Reliance Trust Company FBO MassMutual DMF P.O. Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Small Cap Growth Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,098,470.89 31.61% RBC Capital Markets LLC 377,979.84 10.87% Morgan Stanley & Co. 277,630.12 7.98% LPL Financial 179,947.89 5.17% UBS WM USA 178,801.17 5.14% Pershing LLC 174,506.16 5.02% National Financial Services 174,453.27 5.02% BlackRock Advantage Small Cap Growth Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 479,816.48 37.53% Hartford Life Insurance Company 347,246.63 27.16% 121,851.88 9.53% BlackRock Advantage Small Cap Growth Fund – Institutional Shares LPL Financial 6,292,341.81 29.62% Merrill Lynch Pierce Fenner & Smith 5,120,351.40 24.10% National Financial Services LLC 3,744,687.31 17.62% BlackRock Advantage Small Cap Growth Fund – Class K Shares Edward D. Jones and Co. 83,272.94 88.68% BlackRock Financial Management Inc. 9,606.15 10.23% BlackRock Advantage Small Cap Growth Fund – Service Shares National Financial Services LLC 425,308.96 56.71% Vanguard Fiduciary Trust Company
P.O. Box 2600
Valley Forge, PA 19482-2600 131,679.44 17.55% ICMA Retirement Corporation
777 North Capitol Street, NE
Washington DC 20002 88,017.58 11.73% BlackRockAll-Cap Energy & Resources Portfolio – Investor A Shares National Financial Services LLC 526,376.78 15.11% Pershing LLC 436,578.84 12.53% Merrill Lynch Pierce Fenner & Smith 339,769.74 9.75% Edward D. Jones and Co. 223,355.17 6.41% Wells Fargo Clearing Services 207,269.65 5.94% BlackRockAll-Cap Energy & Resources Portfolio – Investor C Shares Morgan Stanley & Co. 322,178.89 16.70% Wells Fargo Clearing Services 278,369.21 14.43% Pershing LLC 214,498.90 11.12% UBS WM USA 180,282.22 9.34% Merrill Lynch Pierce Fenner & Smith 165,407.23 8.57% National Financial Services LLC 117,014.24 6.06%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Raymond James 101,181.72 5.24% BlackRockAll-Cap Energy & Resources Portfolio – Institutional Shares UBS WM USA 284,123.49 16.28% Pershing LLC 279,460.86 16.01% Wells Fargo Clearing Services 164,595.85 9.43% LPL Financial 139,735.43 8.00% National Financial Services LLC 130,085.66 7.45% Raymond James 114,874.55 6.58% Charles Schwab & Co. Inc. 107,170.41 6.14% Morgan Stanley & Co. 88,022.14 5.04% BlackRockAll-Cap Energy & Resources Portfolio – Service Shares National Financial Services LLC 17,358.39 34.91% 13,612.29 27.37% TD Ameritrade 12,858.35 25.86% BlackRock Commodity Strategies Fund – Investor A Shares National Financial Services LLC 1,653,262.35 23.03% Morgan Stanley & Co. 1,387,738.16 19.33% Charles Schwab & Co. Inc. 737,808.33 10.27% Raymond James 657,557.61 9.16% Merrill Lynch Pierce Fenner & Smith 622,998.59 8.67% Pershing LLC 494,721.83 6.89% Edward D. Jones and Co. 390,537.65 5.44% BlackRock Commodity Strategies Fund – Investor C Shares Morgan Stanley & Co. 221,975.84 22.46% Pershing LLC 146,469.49 14.82% National Financial Services LLC 114,767.87 11.61% LPL Financial 76,295.82 7.72% Merrill Lynch Pierce Fenner & Smith 73,718.27 7.46% Edward D. Jones and Co. 70,560.43 7.14% UBS WM USA 69,169.84 7.00% BlackRock Commodity Strategies Fund – Institutional Shares National Financial Services LLC 4,431,073.77 16.81% American Enterprise Investment SVC 3,707,336.13 14.06% Charles Schwab & Co. 3,547,357.13 13.45% Raymond James 3,453,964.31 13.10% Pershing LLC 3,095,012.54 11.74% UBS WM USA 2,082,580.05 7.90% LPL Financial 1,955,650.57 7.41%
Fund and Class Name and Address of Owner Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,713,629.68 6.50% BlackRock Commodity Strategies Fund – Class K Shares Edward D. Jones and Co. 2,986,777.51 99.84% BlackRock Emerging Markets Dividend Fund – Investor A Shares Edward D. Jones and Co. 335,438.89 44.86% National Financial Services LLC 188,215.86 25.17% Pershing LLC 62,755.69 8.39% BlackRock Emerging Markets Dividend Fund – Investor C Shares Pershing LLC 35,152.79 28.24% LPL Financial 27,646.21 22.21% National Financial Services LLC 13,977.16 11.22% Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170 11,433.04 9.18% Edward D. Jones and Co. 10,682.50 8.58% BlackRock Emerging Markets Dividend Fund – Institutional Shares *BlackRock Holdco2 Inc. 78,473.50 32.73% LPL Financial 39,436.04 16.45% UBS WM USA 35,577.65 14.84% Pershing LLC 26,759.05 11.16% Raymond James 20,008.37 8.34% BlackRock Emerging Markets Dividend Fund – Class K Shares Edward D. Jones and Co. 409,868.31 94.99% BlackRock Emerging Markets Equity Strategies Fund – Investor A Shares TD Ameritrade 22,632.63 60.70% 6,307.00 16.91% *BlackRock Holdco2 Inc. 5,981.80 16.04% BlackRock Emerging Markets Equity Strategies Fund – Investor C Shares *BlackRock Holdco2 Inc. 5,944.73 56.11% BNYM I S Trust Co Cust Sep IRA FBO
Parrish D. Swearingen 1,875.83 17.70% BNYM I S Trust Co Cust Sep IRA FBO
Joseph G. Jahnke 1,875.83 17.70% BNYM I S Trust Co Cust Roth IRA FBO
Tonya M. Mitchell 648.478 6.12% BlackRock Emerging Markets Equity Strategies Fund – Institutional Shares Interactive Brokers LLC
2 Pickwick Plaza
Greenwich, CT 06830 326,843.39 55.76% Pershing LLC 165,148.74 28.17%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *Mark E. Stalnecker
301 Bellevue Parkway
Wilmington, DE 19809 67,779.53 11.56% BlackRock Emerging Markets Equity Strategies Fund – Class K Shares *BlackRock Holdco2 Inc. 581,622.95 100% BlackRock Energy & Resources Portfolio - Investor A Shares Lincoln National Life Insurance Company
150 N Radnor Chester Rd Ste. C120
Radnor, PA 19087-5248 1,375,548.41 23.64% National Financial Services LLC 376,869.96 6.47% LPL Financial 345,027.24 5.93% Merrill Lynch Pierce Fenner & Smith 341,644.87 5.87% Pershing LLC 330,824.62 5.68% BlackRock Energy & Resources Portfolio - Investor C Shares Pershing LLC 199,308.74 12.95% Morgan Stanley & Co. 184,964.39 12.02% Merrill Lynch Pierce Fenner & Smith 174,838.15 11.36% Wells Fargo Clearing Services 162,890.54 10.58% National Financial Services LLC 123,106.41 8.00% Matrix Trust Company Cust. FBO
717 17th Street, Suite 1300
Denver, CO 80202 99,088.81 6.44% BlackRock Energy & Resources Portfolio - Institutional Shares Goulstorrs & Co, Inc.
400 Atlantic Ave
Boston, MA 02110 353,527.70 31.98% Wells Fargo Clearing Services 102,607.82 9.28% LPL Financial 84,457.84 7.64% Raymond James 74,143.16 6.70% UBS WM USA 66,655.01 6.02% Nationwide Trust Company FSB
P.O. Box 182029
Columbus, OH 43218-2029 55,692.48 5.03% BlackRock Exchange Portfolio – BlackRock Shares Knotfloat & Co.
1200 Crown Colony Dr.
Quincy, MA 02169-0938 9,808.50 6.36% Maril & Co. FBO VA
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 9,447.41 6.12% BlackRock Global Long/Short Equity Fund – Investor A Shares Pershing LLC 1,785,673.42 44.11% UBS WM USA 408,859.96 10.10% National Financial Services LLC 385,860.40 9.53% Morgan Stanley & Co. 275,275.89 6.80% Charles Schwab & Co. Inc. 248,228.82 6.13%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 238,422.69 5.89% BlackRock Global Long/Short Equity Fund – Investor C Shares Morgan Stanley & Co. 531,226.29 29.88% Merrill Lynch Pierce Fenner & Smith 277,109.43 15.59% UBS WM USA 260,419.80 14.65% National Financial Services LLC 145,559.67 8.18% Wells Fargo Clearing Services 130,135.54 7.32% LPL Financial 113,133.73 6.36% American Enterprise Investment SVC 97,600.90 5.49% BlackRock Global Long/Short Equity Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 19,239,134.72 41.76% Charles Schwab & Co. Inc. 7,298,398.65 15.84% Morgan Stanley & Co. 6,314,555.87 13.70% National Financial Services 3,210,104.76 6.96% BlackRock Global Long/Short Equity Fund – Class K Shares JP Morgan Securities LLC 26,201.55 99.68% BlackRock Health Sciences Opportunities Portfolio – Investor A Shares Merrill Lynch Pierce Fenner & Smith 6,638,286.38 15.45% National Financial Services LLC 5,428,831.79 12.64% Pershing LLC 3,691,105.18 8.59% Charles Schwab & Co. Inc. 3,552,865.05 8.27% Edward D. Jones and Co. 2,878,944.17 6.70% BlackRock Health Sciences Opportunities Portfolio – Investor C Shares Pershing LLC 2,643,857.61 14.67% Merrill Lynch Pierce Fenner & Smith 2,241,630.55 12.44% Morgan Stanley & Co. 2,192,192.80 12.17% Wells Fargo Clearing Services 1,827,873.36 10.14% National Financial Services LLC 1,504,506.46 8.35% American Enterprise Investment SVC 1,237,144.63 6.86% UBS WM USA 1,218,800.08 6.76% Raymond James 1,182,322.70 6.56% LPL Financial 1,010,528.78 5.61% BlackRock Health Sciences Opportunities Portfolio – Institutional Shares Merrill Lynch Pierce Fenner & Smith 8,411,719.86 19.35% National Financial Services LLC 5,963,313.47 13.72% American Enterprise Investment SVC 4,352,747.38 10.01% Morgan Stanley & Co. 3,529,910.61 8.12% Pershing LLC 3,151,061.41 7.25% LPL Financial 2,515,161.80 5.78%
Fund and Class Name and Address of Owner Voya Institutional Trust Company 1 Orange Way Windsor, CT 06095-4774 *Mac & Co. 500 Grant Street, Room151-1010 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 007 Alameda Health System Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Health Sciences Opportunities Portfolio – Class R Shares 2,359,291.69 61.60% Merrill Lynch Pierce Fenner & Smith 452,487.51 11.81% BlackRock Health Sciences Opportunities Portfolio – Class K Shares
Pittsburgh, PA 15258 370,861.61 20.00% National Financial Services LLC 362,837.36 19.57% Massachusetts Mutual Insurance Com
1295 State Street, MIP M200-INVST
Springfield, MA 01111 119,077.68 6.42%
7677 Oakport Street, Suite 1200
Oakland, CA 94621 113,305.55 6.11% Reliance Trust Company FBO Mass Mutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 101,305.92 5.46% JP Morgan Securities LLC 101,248.51 5.46% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 96,375.35 5.19% BlackRock Health Sciences Opportunities Portfolio – Service Shares National Financial Services LLC 175,812.54 28.87% JP Morgan Securities LLC 75,605.88 12.41% BlackRock High Equity Income Fund – Investor A Shares National Financial Services LLC 1,375,316.75 15.46% Merrill Lynch Pierce Fenner & Smith 1,174,717.86 13.21% Pershing LLC 713,083.69 8.01% Wells Fargo Clearing Services 587,287.40 6.60% Morgan Stanley & Co. 532,752.09 5.99% BlackRock High Equity Income Fund – Investor C Shares Morgan Stanley & Co. 1,080,868.76 18.56% Merrill Lynch Pierce Fenner & Smith 634,710.66 10.90% Raymond James 584,920.72 10.04% Wells Fargo Clearing Services 493,357.67 8.47% Pershing LLC 424,905.92 7.29% National Financial Services LLC 419,218.86 7.19% UBS WM USA 387,759.92 6.65% BlackRock High Equity Income Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 1,714,391.66 19.30% National Financial Services LLC 1,186,863.08 13.36%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 997,197.88 11.23% Morgan Stanley & Co. 786,438.16 8.85% Great-West Trust Company LLC TTEE F Recordkeeping Various Benefit PL NY 736,471.01 8.29% Wells Fargo Clearing Services 610,603.38 6.87% John Hancock Trust Company 597,510.93 6.72% BlackRock High Equity Income Fund – Service Shares National Financial Services LLC 151,314.34 31.08% Morgan Stanley & Co. 91,092.37 18.71% Charles Schwab & Co. Inc. 46,563.47 9.56% Pershing LLC 45,296.17 9.30% TD Ameritrade 34,146.24 7.01% BlackRock Impact U.S. Equity Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 237,171.97 48.34% Morgan Stanley & Co. 68,929.76 14.05% Edward D. Jones and Co. 47,744.34 9.73% Charles Schwab & Co. 34,178.01 6.96% Pershing LLC 28,760.14 5.86% LPL Financial 25,895.65 5.27% BlackRock Impact U.S. Equity Fund – Investor C Shares Morgan Stanley & Co. 100,573.70 64.12% Merrill Lynch Pierce Fenner & Smith 25,307.54 16.13% National Financial Services LLC 8,417.95 5.36% BlackRock Impact U.S. Equity Fund – Institutional Shares BlackRock Holdco2 Inc. 1,995,000.00 47.52% Morgan Stanley & Co. 1,169,147.70 27.84% Merrill Lynch Pierce Fenner & Smith 371,973.36 8.86% National Financial Services LLC 308,747.00 7.35% LPL Financial 227,979.93 5.43% BlackRock Impact U.S. Equity Fund – Class K Shares *BlackRock Holdco2 Inc. 19,801.98 100% BlackRock International Dividend Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 534,295.88 10.31% National Financial Services LLC 468,987.04 9.05% Edward D. Jones and Co. 438,545.59 8.46% UMB Bank NA FBO Fiduciary for Tax Deferred Accts
One Security Benefit Place
Topeka, KS 66636 408,692.05 7.88% Pershing LLC 367,941.40 7.10% Wells Fargo Clearing Services 272,776.87 5.26%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Nationwide Trust Company FSB
P.O. Box 182029
Columbus, OH 43218-2029 264,665.66 5.10% BlackRock International Dividend Fund – Investor C Shares Morgan Stanley & Co. 319,539.13 20.83% Merrill Lynch Pierce Fenner & Smith 194,822.91 12.70% Wells Fargo Clearing Services 184,357.61 12.02% National Financial Services LLC 125,230.38 8.16% Raymond James 106,754.92 6.96% Pershing LLC 102,015.71 6.65% LPL Financial 100,727.29 6.56% UBS WM USA 93,882.85 6.12% BlackRock International Dividend Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 620,940.91 17.47% UBS WM USA 609,016.88 17.14% National Financial Services LLC 483,585.90 13.61% Wells Fargo Clearing Services 469,861.87 13.22% Morgan Stanley & Co. 239,942.47 6.75% LPL Financial 211,691.90 5.95% Raymond James 183,465.03 5.16% Pershing LLC 180,345.19 5.07% BlackRock International Dividend Fund – Class K Shares Edward D. Jones and Co. 116,586.71 92.20% BlackRock International Dividend Fund – Service Shares National Financial Services LLC 36,695.32 22.80% MassMutual Life Insurance Company
1295 State Street MIP C105
Springfield, MA 01111-0001 34,635.24 21.52% Charles Schwab & Co. Inc. 19,712.16 12.25% TD Ameritrade 16,003.67 9.94% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 13,727.76 8.53% BlackRockMid-Cap Growth Equity Portfolio – Investor A Shares National Financial Services LLC 5,555,531.63 16.79% Edward D. Jones and Co. 3,705,756.77 11.20% Merrill Lynch Pierce Fenner & Smith 2,828,219.84 8.54% BlackRockMid-Cap Growth Equity Portfolio – Investor C Shares Wells Fargo Clearing Services 1,259,382.35 14.74% Morgan Stanley & Co. 970,134.80 11.36% National Financial Services LLC 893,087.55 10.45%
Fund and Class Name and Address of Owner Charles Schwab & Co., Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 863,536.55 10.11% American Enterprise Investment SVC 859,193.45 10.06% Pershing LLC 651,117.39 7.62% Merrill Lynch Pierce Fenner & Smith 582,049.17 6.81% Raymond James 531,736.78 6.22% BlackRockMid-Cap Growth Equity Portfolio – Institutional Shares American Enterprise Investment SVC 6,265,722.72 16.95% National Financial Services LLC 4,849,868.07 13.12% Pershing LLC 4,383,362.76 11.85% Raymond James 3,118,755.57 8.43% Merrill Lynch Pierce Fenner & Smith 2,801,610.88 7.57% Wells Fargo Clearing Services 2,778,559.33 7.51% LPL Financial 2,418,701.37 6.54% Morgan Stanley & Co. 2,192,087.75 5.93% UBS WM USA 1,949,882.86 5.27% BlackRockMid-Cap Growth Equity Portfolio – Class R Shares Merrill Lynch Pierce Fenner & Smith 163,932.53 18.33% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 82,759.02 9.25% Matrix Trust Company as Agent for Newport Trust Company, Harlan Foods, Inc. Profit Sharing 4
35 Iron Point Circle, Suite 300
Folsom, CA 95630 56,863.28 6.36% Cleavers Farm Supply Inc. TTEE FBO Cleavers Farm Supply Inc. 401(k)
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111 44,989.29 5.03% BlackRockMid-Cap Growth Equity Portfolio – Class K Shares Edward D. Jones and Co. 1,321,542.55 27.25% SEI Private Trust Company 1,318,685.92 27.19% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 351,979.87 7.25% National Financial Services LLC 321,242.73 6.62% BlackRockMid-Cap Growth Equity Portfolio – Service Shares National Financial Services LLC 695,304.81 52.33% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 303,134.50 22.81% TD Ameritrade 199,752.17 15.03% BlackRock Money Market Portfolio – Investor A Shares 56,695,298.10 21.49% National Financial Services LLC 35,994,017.27 13.64%
Fund and Class Name and Address of Owner Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231 Alps Mutual Fund Services Inc. for Customers of Westcore Funds (Reinvest) 1290 Broadway, Suite 1100 . Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Morgan Stanley & Co. 25,286,855.19 9.58% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 21,035,271.51 7.97% RBC Capital Markets LLC 20,465,726.85 7.76% Raymond James 19,014,817.39 7.20% Edward D. Jones and Co. 17,285,973.96 6.55% BlackRock Money Market Portfolio – Investor C Shares Wells Fargo Clearing Services 2,093,959.32 16.07% LPL Financial 2,073,731.62 15.92% Morgan Stanley & Co. 1,983,063.02 15.22% Pershing LLC 938,261.07 7.20% National Financial Services LLC 737,198.55 5.66% BlackRock Money Market Portfolio – Institutional Shares SEI Private Trust Company 125,180,501.85 40.40% 55,083,838.30 17.78% Broadway National Bank
P.O. Box 17001
San Antonio, TX 78286 49,619,731.37 16.01% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 21,580,570.71 6.96% BlackRock Money Market Portfolio – Service Shares Raymond James 4,464,213.98 60.72%
Denver, CO 80203 1,911,862.71 26.00% Stifel Nicolaus & Co. Inc.
501 North Broadway
Saint Louis, MO 63102 447,127.78 6.08% BlackRock Real Estate Securities Fund – Investor A Shares LPL Financial 163,189.70 17.27% Pershing LLC 151,787.96 16.06% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 151,260.47 16.01% National Financial Services LLC 113,455.32 12.00% Edward D. Jones and Co. 75,027.58 7.94% American Enterprise Investment SVC 53,938.19 5.70% BlackRock Real Estate Securities Fund – Investor C Shares Pershing LLC 62,693.14 32.66% Merrill Lynch Pierce Fenner & Smith 23,661.87 12.32%
Fund and Class Name and Address of Owner Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 19,364.13 10.08% National Financial Services LLC 19,176.56 9.99% BlackRock Real Estate Securities Fund – Institutional Shares Pershing LLC 171,180.82 21.76% American Enterprise Investment SVC 133,947.26 17.03% UBS WM USA 118,504.16 15.06% LPL Financial 112,587.71 14.31% Merrill Lynch Pierce Fenner & Smith 65,728.07 8.35% National Financial Services LLC 57,839.69 7.35% Raymond James 46,259.33 5.88% BlackRock Short Obligations Fund – Investor A Shares Morgan Stanley & Co. 865,427.02 66.31% JP Morgan Securities LLC 414,942.45 31.79% BlackRock Short Obligations Fund – Institutional Shares Charles Schwab & Co. Inc. 4,751,475.65 64.16% Pershing LLC 992,474.72 13.40% LPL Financial 543,890.58 7.34% *BlackRock Holdco2 Inc. 499,499.50 6.74% BlackRock Short Obligations Fund – Class K Shares 3,013,213.31 27.39% *Tauck Inc.
10 Westport Rd, Floor 1
Wilton, CT 06897-4548 2,573,358.19 23.39% *Samson Exploration LLC
110 W 7th Street, Suite 2000
Tulsa, OK 74119-1076 2,036,579.24 18.51% Nabank & Co.
P.O. Box 2180
Tulsa, OK 74101 1,485,673.80 13.50% *BlackRock Holdco2. Inc. 1,000,949.30 9.10% *Guilford Specialty Group Inc.
100 Pearl Street, 5th Floor
Hartford, CT 06103 715,903.13 6.50% BlackRock Tactical Opportunities Fund – Investor A Shares National Financial Services LLC 2,716,505.99 17.53% BlackRock Tactical Opportunities Fund – Investor C Shares Wells Fargo Clearing Services 461,613.34 21.94% Morgan Stanley & Co. 233,575.78 11.10% Raymond James 191,834.46 9.12% National Financial Services LLC 183,973.77 8.74% Pershing LLC 163,125.74 7.75% Merrill Lynch Pierce Fenner & Smith 133,149.23 6.33%
Fund and Class Name and Address of Owner TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Shares
Owned Percentage of
Outstanding
Shares of
Class Owned UBS WM USA 132,941.52 6.32% BlackRock Tactical Opportunities Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,996,708.85 20.86% BlackRock Advisors LLC FBO
BlackRock College 2020 Option 2,211,904.91 15.40% BlackRock Advisors LLC FBO
Ohio Tution Trust Authority
Growth Portfolio Option 1,388,207.85 9.66% Mitra & Co. FB NG
480 Pilgrim Way, Suite 1000
Green Bay, WI 54304-5280 1,349,720.73 9.39% BlackRock Advisors LLC FBO
BlackRock College 2024 Option 946,711.75 6.59% BlackRock Advisors LLC FBO
BlackRock College Enrollment Option 844,048.16 5.87% BlackRock Advisors LLC FBO
BlackRock College 2027 Option 819,818.37 5.70% BlackRock Tactical Opportunities Fund – Class K Shares *Teacher Retirement System of Texas
1000 Red River Street
Austin, TX 78701-2698 10,446,556.53 80.92% *BlackRock Funds LLC
LifePath Dynamic Master 2030 Portfolio 708,993.48 5.49% BlackRock Tactical Opportunities Fund – Service Shares Saxon & Co.
P.O. Box 7780-1888
Philadelphia, PA 19182 16,544.05 30.50% Wells Fargo Clearing Services 11,905.29 21.94% 5,478.46 10.10% Raymond James 4,963.60 9.15% *Jan Speth
301 Bellevue Parkway
Wilmington, DE 19809 4,716.32 8.69% National Financial Services LLC 3,146.65 5.80% BlackRock Technology Opportunities Fund – Investor A Shares National Financial Services LLC 6,731,886.59 31.93% Merrill Lynch Pierce Fenner & Smith 3,567,670.91 16.92% Pershing LLC 1,651,921.55 7.83% Charles Schwab & Co. 1,592,458.08 7.55% BlackRock Technology Opportunities Fund – Investor C Shares Wells Fargo Clearing Services 603,036.87 10.64% Pershing LLC 556,095.71 9.81% Merrill Lynch Pierce Fenner & Smith 530,207.46 9.35% 524,194.15 9.24%
Fund and Class Name and Address of Owner Lincoln Retirement Services Company FBO Medical Specialists 401(k) Plan P.O. Box 7876 Fort Wayne, IN 46801-7876 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned JP Morgan Securities LLC 512,158.48 9.03% National Financial Services LLC 484,145.75 8.54% LPL Financial 469,019.66 8.27% Morgan Stanley & Co. 403,082.10 7.11% American Enterprise Investment SVC 323,079.61 5.70% UBS WM USA 316,757.63 5.58% BlackRock Technology Opportunities Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 3,165,227.30 17.51% LPL Financial 3,093,331.79 17.11% Pershing LLC 2,632,667.81 14.56% National Financial Services LLC 2,245,156.74 12.42% American Enterprise Investment SVC 1,304,544.65 7.21% Wells Fargo Clearing Services 1,147,650.48 6.35% BlackRock Technology Opportunities Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 116,791.69 25.85% 45,399.04 10.04% BlackRock Technology Opportunities Fund – Service Shares TD Ameritrade 200,911.98 40.39% National Financial Services LLC 139,355.44 28.01% Pershing LLC 52,251.59 10.50% Wells Fargo Clearing Services 51,061.89 10.26% BlackRock Total Emerging Markets Fund – Investor A Shares National Financial Services LLC 382,887.53 18.40% Charles Schwab & Co. Inc. 302,498.98 14.54% TD Ameritrade 238,630.52 11.47% Merrill Lynch Pierce Fenner & Smith 167,966.73 8.07% Pershing LLC 139,724.01 6.71% American Enterprise Investment SVC 124,758.47 5.99% Morgan Stanley & Co. 120,390.49 5.78% LPL Financial 119,346.04 5.73% BlackRock Total Emerging Markets Fund – Investor C Shares Morgan Stanley & Co. 158,567.80 25.27% American Enterprise Investment SVC 88,711.97 14.13% National Financial Services LLC 76,572.35 12.20% Pershing LLC 75,262.71 11.99% UBS WM USA 66,019.70 10.52% LPL Financial 49,765.62 7.93%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers *Houston Firefighters Relief and Retirement Fund Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 33,477.34 5.33% Raymond James 33,232.75 5.29% BlackRock Total Emerging Markets Fund – Institutional Shares American Enterprise Investment SVC 4,225,268.51 19.45% LPL Financial 2,903,043.81 13.36% 2,476,297.33 11.40% RBC Capital Markets LLC 2,305,391.08 10.61% Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers 2,061,707.25 9.49% Raymond James 1,549,590.95 7.13% Merrill Lynch Pierce Fenner & Smith 1,359,735.90 6.26% Morgan Stanley & Co. 1,329,816.93 6.12% BlackRock Total Factor Fund – Investor A Shares Charles Schwab & Co. Inc. 123,522.37 31.32% Pershing LLC 61,354.83 15.56% National Financial Services LLC 52,244.92 13.24% Merrill Lynch Pierce Fenner & Smith 31,964.95 8.10% UBS WM USA 27,198.46 6.89% American Enterprise Investment SVC 25,332.40 6.42% BlackRock Total Factor Fund – Investor C Shares LPL Financial 29,132.11 40.26% American Enterprise Investment SVC 13,868.08 19.16% Pershing LLC 8,119.550 11.22% National Financial Services LLC 5,334.56 7.37% Merrill Lynch Pierce Fenner & Smith 5,210.17 7.20% BlackRock Total Factor Fund – Institutional Shares
4225 Interwood N Parkway
Houston, TX 77032-3866 4,950,495.05 38.27% *BlackRock Holdco2 Inc. 2,504,182.10 19.35% National Financial Services LLC 2,051,335.92 15.85% Charles Schwab & Co. Inc. 1,616,154.21 12.49% BlackRock Total Factor Fund – Class K Shares Augusta Health Care Inc. C/O BlackRock
55 E 52nd Street
New York, NY 10055-0002 872,938.89 30.97% *BlackRock Funds II
LifePath Active Portfolio 2025 376,030.33 13.34% *BlackRock Funds II
LifePath Active Portfolio 2020 337,800.24 11.98% *BlackRock Funds II
LifePath Active Portfolio 2030 328,997.06 11.67%
Fund and Class Name and Address of Owner Minnesota Life Insurance Company 400 Robert Street North Saint Paul, Minnesota 55101 *BlackRock Funds LLC LifePath Index Master 2040 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2030 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2045 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2035 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2050 Fund 400 Howard Street San Francisco, CA 94105-2618 *BlackRock Funds LLC LifePath Index Master 2025 Fund 400 Howard Street San Francisco, CA 94105-2618 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *BlackRock Funds II
LifePath Active Portfolio 2035 208,887.69 7.41% *BlackRock Funds II
LifePath Active Portfolio 2015 187,458.42 6.65% *BlackRock Funds II
LifePath Active Portfolio 2040 159,986.65 5.67% iShares Developed Real Estate Index Fund – Investor A Shares Mid Atlantic Trust Company FBO Legacy.com 401(k) Plan 15,532.15 26.40% Matrix Trust Company Trustee FBO Farmers & Merchants Bank of Central 14,989.38 25.48% 7,437.90 12.64% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 4,877.80 8.29% iShares Developed Real Estate Index Fund – Institutional Shares Charles Schwab & Co Inc. 1,541,788.04 49.86% National Financial Services LLC 735,314.52 23.78% Pershing LLC 497,643.88 16.09% iShares Developed Real Estate Index Fund – Class K Shares 35,828,552.40 18.34% 27,674,933.41 14.16% 27,344,206.29 13.99% 26,995,265.86 13.81% 25,651,733.76 13.13% Wells Fargo Bank NA FBO Omnibus Cash Cash 14,350,806.34 7.34% 13,961,702.83 7.14%
Fund and Class Name and Address of Owner *BlackRock Funds LLC LifePath Index Master 2055 Fund 400 Howard Street San Francisco, CA 94105-2618 *Michael Macelhiney 301 Bellevue Parkway Wilmington, DE 19809 BNYM I S Trust Co Cust Rollover IRA Chad Dziedzic Voya Institutional Trust Co. as Trustee or Custodian for Core Market BNYM I S Trust Co. Cust Rollover IRA BNYM I S Trust Co. Cust Rollover IRA Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 12,902,043.83 6.60% iShares Edge MSCI Min Vol EAFE Index Fund – Institutional Shares FIIOC FBO
Vintage King Audio 401(K) Plan 19,648.16 22.66% FIIOC FBO
Tooher Ferraris 401(K) Plan 18,592.72 21.44% Charles Schwab & Co. Inc. 11,910.85 13.73% *BlackRock Holdco2 Inc. 10,000.00 11.53% 9,266.14 10.68% FIIOC FBO
Verde 401(K) Plan 7,648.21 8.82%
301 Bellevue Parkway
Wilmington, DE 19809 5,731.26 6.61% iShares Edge MSCI Min Vol EAFE Index Fund – Class K Shares
Retirement Plans
30 Braintree Hill Office Park
Braintree, MA 02184 12,762,445.30 92.65% *BlackRock Holdco2 Inc. 990,000.00 7.18% iShares Edge MSCI Min Vol USA Index Fund – Institutional Shares Charles Schwab & Co. Inc. 282,328.77 82.79% FIIOC FBO
Vintage King Audio 401(K) Plan 30,190.02 8.85% iShares Edge MSCI Min Vol USA Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.42% iShares Edge MSCI Multifactor Intl Index Fund – Institutional Shares *Chad A. Dziedzic
301 Bellevue Parkway
Wilmington, DE 19809 22,408.82 49.16% *BlackRock Holdco2 Inc. 10,000.00 21.93%
Chad A. Dziedzic 5,021.71 11.01%
Marlina L. Dziedzic 2,757.53 6.04% iShares Edge MSCI Multifactor Intl Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.69% iShares Edge MSCI Multifactor USA Index Fund – Institutional Shares Charles Schwab & Co. Inc. 53,826.58 70.61% *BlackRock Holdco2 Inc. 10,000.00 13.11%
Fund and Class Name and Address of Owner Great-West Trust FBO RTC TTEE FBO Certain Retirement Plans TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 7,030.24 9.22% *Jeffrey R. Biggers
301 Bellevue Parkway
Wilmington, DE 19809 4,866.82 6.38% iShares Edge MSCI Multifactor USA Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.52% iShares Edge MSCI USA Momentum Factor Index Fund – Institutional Shares Pershing LLC 62,269.12 44.80% TD Ameritrade 23,795.57 17.12% National Financial Services LLC 22,767.03 16.38% *BlackRock Holdco2 Inc. 10,000.00 7.19% 8,179.07 5.88% iShares Edge MSCI USA Momentum Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 99.62% iShares Edge MSCI USA Quality Factor Index Fund – Institutional Shares Pershing LLC 22,081.76 64.10% *BlackRock Holdco2 Inc. 10,000.00 29.02% TD Ameritrade 2,281.91 6.62% iShares Edge MSCI USA Quality Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 50.83% Matrix Trust Company Cust. FBO
Buffalo Board of Education 403(B)
717 17th Street, Suite 1300
Denver, CO 80202 184,026.09 9.44% Matrix Trust Company Cust. FBO
West Seneca Central Schools 403(B)
717 17th Street, Suite 1300
Denver, CO 80202 124,127.41 6.37% iShares Edge MSCI USA Size Factor Index Fund – Institutional Shares *BlackRock Holdco2 Inc. 10,000.00 98.66% iShares Edge MSCI USA Size Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 100% iShares Edge MSCI USA Value Factor Index Fund – Institutional Shares *BlackRock Holdco2 Inc. 10,000.00 89.80% TD Ameritrade 1,134.89 10.19% iShares Edge MSCI USA Value Factor Index Fund – Class K Shares *BlackRock Holdco2 Inc. 990,000.00 100% iShares MSCI Asia ex Japan Index Fund – Institutional Shares Charles Schwab & Co. Inc. 6,595,902.82 73.19% *BlackRock Holdco2 Inc. 1,505,526.69 16.70% TD Ameritrade 756,806.68 8.39%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers PIMS/Prudential Retirement as Nominee for the TTEE/Cust. PL 010 Nexcom 401(k) Plan Virginia Beach, VA 23452-5724 Planmember Services UMB Bank Custodian 6187 Carpinteria Avenue Carpinteria, CA 93013 Planmember Services Carpinteria, CA 93013 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnediShares MSCI Asia ex Japan Index Fund – Class K Shares JP Morgan Securities LLC 1,260,295.09 95.30% iShares MSCI Developed World Index Fund – Institutional Shares National Financial Services LLC 457,903.59 35.86% SEI Private Trust Company 368,768.95 28.88% Countybank Trust Services Cust. Self
Memorial Health Services Inc.
419 Main Street, 2nd Floor
Greenwood, SC 29646 281,414.49 22.03% iShares MSCI Developed World Index Fund – Class K Shares JP Morgan Securities LLC 44,200,990.71 95.67% iShares RussellMid-Cap Index Fund – Investor A Shares Charles Schwab & Co. Inc. 11,828,279.12 69.33% iShares RussellMid-Cap Index Fund – Institutional Shares 5,603,170.51 34.31% Raymond James 2,324,041.16 14.23% Pershing LLC 1,735,445.36 10.62%
3280 Virginia Beach Blvd. 1,098,312.96 6.72% Bank of America Custodian
P.O. Box 843869
Dallas, TX 75284-1575 1,019,287.10 6.24% National Financial Services LLC 999,104.55 6.11% *Connecticut Higher Education Trust
690 Lee Road
Wayne, PA 19087-0000 927,617.19 5.68% iShares RussellMid-Cap Index Fund – Class K Shares Merrill Lynch Pierce Fenner & Smith 14,540,035.79 29.42% 4,203,799.315 8.51% JP Morgan Securities LLC 3,577,095.37 7.23%
UMB Bank Custodian
6187 Carpinteria Avenue 2,964,681.09 5.99% iShares RussellSmall/Mid-Cap Index Fund – Investor A Shares WTRISC Co. IRA Omnibus Acct
777 North Capitol Street, NE
Washington, DC 20002 1,643,029.62 75.35% LPL Financial 215,508.31 9.88% iShares RussellSmall/Mid-Cap Index Fund – Institutional Shares National Financial Services LLC 552,381.58 46.99%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned LPL Financial 423,138.03 36.00% TD Ameritrade 176,708.44 15.03% Shares RussellSmall/Mid-Cap Index Fund – Class K Shares National Financial Services LLC 3,975,103.89 59.95% John Hancock Trust Company LLC 965,671.92 14.56% The Northern Trust Co as Trustee
FBO HoraceMann-DV
P.O. Box 92994
Chicago, IL 60675-2994 553,172.96 8.34% iShares Short-Term TIPS Bond Index Fund – Investor A Shares Pershing LLC 22,350.03 46.34% FIIOC FBO
Potomac Physician Associates PC
401(k) Plan 9,255.94 19.19% *BlackRock Holdco2 Inc. 5,000.00 10.36% UMB Bank, NA C/F Bridgewater-
Raritan BOE 403B FBO Kenneth
Campbell
9 Dartmouth Rd.
Annandale, NJ 08801 2,444.05 5.06% iShares Short-Term TIPS Bond Index Fund – Institutional Shares Pershing LLC 80,000.56 62.25% Wells Fargo Clearing Services 21,995.16 17.11% *Capinco
1555 N Rivercenter Dr. Suite 302
Milwaukee, WI 53212-3958 17,183.96 13.37% iShares Short-Term TIPS Bond Index Fund – Class K Shares *BlackRock Holdco2 Inc. 90,000.00 71.02% Matrix Trust Co Agent for TRP RPS
RK FBO 401(k) Surtec Inc. 401(k)
Profit Sharing Plan
1880 N Macarthur Dr.
Tracy, CA 95376-2841 12,022.54 9.48% iShares Total U.S. Stock Market Index Fund – Investor A Shares WTRISC Co. IRA Omnibus Acct
777 North Capitol Street, NE
Washington, DC 20002 3,311,104.86 61.47% National Financial Services LLC 972,234.20 18.05% iShares Total U.S. Stock Market Index Fund – Institutional Shares LPL Financial 3,055,616.21 50.72% Pershing LLC 1,391,614.62 23.10% National Financial Services LLC 839,758.45 13.94% *Copic Medical Foundation
7351 E Lowry Blvd. Suite 400
Denver, CO 80230 313,514.58 5.20%
Fund and Class Name and Address of Owner Investors Bank and Trust as FBO iShares Lehman Aggregate Investors Bank & Trust Cust. FBO iShares S&P 500 Sweep Shares
Owned Percentage of
Outstanding
Shares of
Class OwnediShares Total U.S. Stock Market Index Fund – Class K Shares State of Louisiana Trustee FBO
Louisiana Public Employees DCP
8515 E Orchard Rd. 2T2
Greenwood Village, CO 80111 18,936,400.45 34.76% National Financial Services LLC 11,063,599.15 20.31% *Mac & Co.
500 Grant Street, Room151-1010
Pittsburgh, PA 15258 6,938,251.55 12.73% Comerica Bank FBO MIDMI ARMC
Multi
P.O. Box 75000 Mail Code 3446
Detroit, MI 48275 3,642,806.10 6.68% BlackRock Funds III BlackRock Cash Funds: Institutional – SL Agency Shares *iShares Russell 2000 ETF
400 Howard Street
San Francisco, CA 94105 6,003,922,099.79 11.81% *iShares Core S&PSmall-Cap ETF
400 Howard Street
San Francisco, CA 94105 3,716,875,061.90 7.31% *iShares Core S&PMid-Cap ETF
400 Howard Street
San Francisco, CA 94105 3,254,115,105.82 6.40% *iShares iBoxx $ High Yield Corporate
Bond ETF
400 Howard Street
San Francisco, CA 94105 3,153,300,782.32 6.20%
Custodian
Bond Fund
400 Howard Street
San Francisco, CA 94105 2,956,522,192.19 5.81% *iShares Core MSCI Emerging Funds
400 Howard Street
San Francisco, CA 94105 2,763,024,403.48 5.43% *iShares iBoxx $ Investment Grade
Corporate Bond ETF
400 Howard Street
San Francisco, CA 94105 2,747,183,047.09 5.40% BlackRock Cash Funds: Treasury – SL Agency Shares
Account
400 Howard Street
San Francisco, CA 94105 622,957,260.14 11.13% IBT as Custodian iShares Lehman
Short Treasury Bond Fund
400 Howard Street
San Francisco, CA 94105 571,818,375.29 10.21%
Fund and Class Name and Address of Owner BNYM I S Trust Co Cust Rollover IRA Marie J. Mason Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Investors Bank and Trust as
Custodian iShares S&P U.S.
Preferred Stock Index Fund
400 Howard Street
San Francisco, CA 94105 455,844,122.92 8.14% State Street Bank and Trust as
Custodian iShares Short Maturity
Bond Fund
200 Clarendon Street
Boston, MA 02116 352,935,091.58 6.30% BlackRock Cash Funds: Treasury – Institutional Shares *Mac & Co.
500 Grant Street, Room151-1010
Pittsburgh, PA 15258 435,236,044.99 51.11% *Bristol Myers Squibb Company
Route 206 and Province Line Road
Princeton, NJ 08543 350,000,000.00 41.10% BlackRock LifePath Dynamic Retirement Fund – Investor A Shares *Hartford Life Separate Account 457 6,485,258.90 86.08% National Financial Services LLC 504,443.82 6.69% BlackRock LifePath Dynamic Retirement Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 16,627.17 26.54% LPL Financial 13,443.07 21.46% Pershing LLC 11,659.23 18.61% National Financial Services LLC 3,833.77 6.12% 3,801.17 6.06% BlackRock LifePath Dynamic Retirement Fund – Institutional Shares Northern Trust Company Custodian FBO Texas Instruments Corporate 1,063,415.67 38.52% Charles Schwab & Co. Inc. 748,978.55 27.13% National Financial Services LLC 545,667.05 19.76% *Hartford Life Separate Account 457 143,092.07 5.18% BlackRock LifePath Dynamic Retirement Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 61,831.77 59.71% Ascensus Trust Company FBO Virginia Fork Produce Company, Inc.
P.O. Box 10758
Fargo, ND 58106 18,355.05 17.72% Mid Atlantic Trust Company FBO 1st Pet Veterinary Centers Cha 401(k) 8,068.91 7.79% BlackRock LifePath Dynamic Retirement Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 768,073.60 54.04% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 166,344.68 11.70%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 161,359.44 11.35% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan 100,509.54 7.07% John Hancock Trust Company LLC 80,939.78 5.69% National Financial Services LLC 73,220.08 5.15% BlackRock LifePath Dynamic 2020 Fund – Investor A Shares Hartford Life Separate Account 457 12,580,219.11 90.28% BlackRock LifePath Dynamic 2020 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 85,971.85 40.80% Pershing LLC 24,562.05 11.65% Raymond James 20,240.38 9.60% Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 11,873.72 5.63% BlackRock LifePath Dynamic 2020 Fund – Institutional Shares Northern Trust Company FBO Texas Instruments Corporate Custody Account 1,478,821.82 28.79% National Financial Services LLC 1,424,029.41 27.72% Charles Schwab & Co. Inc. 1,030,655.91 20.06% *Hartford Life Separate Account 457 672,447.35 13.09% BlackRock LifePath Dynamic 2020 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 155,330.43 80.79% Ascensus Trust Company FBO Dorset Park Skating Assoc. 401(k)
P.O. Box 10758
Fargo, ND 58106 13,802.09 7.17% Mid Atlantic Trust Company FBO Lauderdale Tankers Corp. 401(k) 11,162.92 5.80% BlackRock LifePath Dynamic 2020 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 740,009.98 37.64% National Financial Services LLC 302,006.50 15.36% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 277,222.94 14.10% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 197,846.75 10.06% John Hancock Trust Company LLC 197,344.69 10.03% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 136,818.29 6.95% BlackRock LifePath Dynamic 2025 Fund – Investor A Shares *Hartford Life Separate Account 457 1,670,471.36 79.55%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned National Financial Services LLC 117,096.70 5.57% BlackRock LifePath Dynamic 2025 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 73,606.95 36.95% LPL Financial 16,776.50 8.42% Ascensus Trust Company FBO Law Office of Warren A Forstall LLC
P.O. Box 10758
Fargo, ND 58106 13,796.53 6.92% Mid Atlantic Trust Company FBO Peter T. Simonson MD PLLC 401(k) 13,602.27 6.82% Wells Fargo Clearing Services 13,316.06 6.68% BlackRock LifePath Dynamic 2025 Fund – Institutional Shares National Financial Services LLC 1,263,197.33 94.05% BlackRock LifePath Dynamic 2025 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 244,563.50 72.43% Wells Fargo Bank FBO Various Retirement Plans 54,150.59 16.03% BlackRock LifePath Dynamic 2025 Fund – Class K Shares John Hancock Trust Company LLC 218,883.60 30.83% Wells Fargo Bank FBO Various Retirement Plans 217,111.82 30.58% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 140,439.95 19.78% Charles Schwab & Co. Inc. 62,186.43 8.75% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 39,130.58 5.51% BlackRock LifePath Dynamic 2030 Fund – Investor A Shares *Hartford Life Separate Account 457 16,186,857.12 92.03% BlackRock LifePath Dynamic 2030 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 170,188.75 56.84% National Financial Services LLC 16,370.13 5.46% Mid Atlantic Trust Company FBO Sammons Insurance Inc. 401(k) 14,986.26 5.00% BlackRock LifePath Dynamic 2030 Fund – Institutional Shares National Financial Services LLC 1,495,606.03 26.65% Charles Schwab & Co. Inc. 1,373,621.90 24.48% Northern Trust Company as Custodian FBO Texas Instruments Corporate Custody Account 1,063,467.13 18.95% *Hartford Life Separate Account 457 755,789.69 13.47%
Fund and Class Name and Address of Owner Matrix Trust Company FBO Competency & Credentialing Institute Denver, CO 80202 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Reliance Trust Co. Custodian FBO MassMutual Omnibus PE
P.O. Box 48529
Atlanta, GA 30362 375,149.75 6.68% John Hancock Trust Company 359,550.89 6.40% BlackRock LifePath Dynamic 2030 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 124,885.20 74.32% Mid Atlantic Trust Company FBO 1st Pet Veterinary Centers CHA 401(k) 10,915.90 6.49% Ascensus Trust Company
FBO Virginia Fork Produce Company, Inc
P.O. Box 10758
Fargo, ND 58106 10,208.88 6.07% Ascensus Trust Company
FBO Dorset Park Skating Assoc. 401(K)
P.O. Box 10758
Fargo, ND 58106 9,545.99 5.68% BlackRock LifePath Dynamic 2030 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 1,020,396.10 50.04% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 376,993.69 18.48% Charles Schwab & Co. Inc. 178,445.69 8.75% National Financial Services LLC 174,928.60 8.57% John Hancock Trust Company LLC 149,647.50 7.33% BlackRock LifePath Dynamic 2035 Fund – Investor A Shares *Hartford Life Separate Account 457 1,907,947.61 86.30% BlackRock LifePath Dynamic 2035 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 57,044.20 29.17% Wells Fargo Clearing Services 15,731.35 8.04% Mid Atlantic Trust Company FBO Amalfis Italian Restaurant & C 401(k) 11,904.03 6.08% BlackRock LifePath Dynamic 2035 Fund – Institutional Shares National Financial Services LLC 638,419.43 82.33% John Hancock Trust Company LLC 81,399.91 10.49% BlackRock LifePath Dynamic 2035 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 166,732.91 69.50% Mid Atlantic Trust Company FBO Delasoft Inc. 401(k) Profit Sharing 30,347.62 12.65%
717 17th Street, Suite 1300 18,286.95 7.62% BlackRock LifePath Dynamic 2035 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 136,021.78 28.23% John Hancock Trust Company LLC 131,822.72 27.36%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 109,624.28 22.75% National Financial Services LLC 30,755.40 6.38% BlackRock LifePath Dynamic 2040 Fund – Investor A Shares *Hartford Life Separate Account 457 10,872,664.23 92.19% BlackRock LifePath Dynamic 2040 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 56,252.38 34.55% Pershing LLC 26,069.26 16.01% Mid Atlantic Trust Company FBO Metabyte Inc. 401(k) Profit Sharing 15,249.45 9.36% Ascensus Trust Company FBO Law Office of Warren A Forstall LLC
P.O. Box 10758
Fargo, ND 58106 14,051.10 8.63% BlackRock LifePath Dynamic 2040 Fund – Institutional Shares Charles Schwab & Co. Inc. 1,072,090.30 31.25% National Financial Services LLC 1,004,582.61 29.29% *Hartford Life Separate Account 457 494,587.79 14.42% John Hancock Trust Company LLC 307,964.61 8.97% Northern Trust Company Custodian FBO Texas Instruments Corporate 274,270.42 7.99% Reliance Trust Co. Custodian FBO MassMutual Omnibus PE
P.O. Box 48529
Atlanta, GA 30362 176,445.61 5.14% BlackRock LifePath Dynamic 2040 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 90,357.66 56.91% Mid Atlantic Trust Company FBO
Delasoft Inc. 401(K) Profit Sharing 17,599.66 11.08% Mid Atlantic Trust Company FBO
First American Investments 401(K) P 17,269.48 10.87% Mid Atlantic Trust Company FBO
1st Pet Veterinary Centers Cha 401(K) 9,961.34 6.27% BlackRock LifePath Dynamic 2040 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 1,070,031.57 63.21% Charles Schwab & Co. Inc. 194,984.26 11.51% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 139,516.00 8.24% National Financial Services 124,177.25 7.33% BlackRock LifePath Dynamic 2045 Fund – Investor A Shares *Hartford Life Separate Account 457 1,091,978.20 84.01% BlackRock LifePath Dynamic 2045 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 35,442.09 33.32%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 12,576.75 11.82% BlackRock LifePath Dynamic 2045 Fund – Institutional Shares National Financial Services LLC 383,123.22 73.24% John Hancock Trust Company LLC 122,299.55 23.37% BlackRock LifePath Dynamic 2045 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 158,352.11 70.62% Mid Atlantic Trust Company FBO Delasoft Inc. 401(k) Profit Sharing 41,701.50 18.60% BlackRock LifePath Dynamic 2045 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 154,121.02 49.57% John Hancock Trust Company LLC 87,954.16 28.29% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 30,590.52 9.83% National Financial Services LLC 18,554.66 5.96% BlackRock LifePath Dynamic 2050 Fund – Investor A Shares *Hartford Life Separate Account 457 3,408,599.79 91.62% BlackRock LifePath Dynamic 2050 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 15,351.94 22.63% Mid Atlantic Trust Company FBO Dunklau Pharmacy Holdings LLC 401(k) 8,682.02 12.80% LPL Financial 4,777.36 7.04% Ascensus Trust Company FBO Shaw Builders, Inc. Retirement & SA
P.O. Box 10758
Fargo, ND 58106 3,927.69 5.79% BlackRock LifePath Dynamic 2050 Fund – Institutional Shares National Financial Services LLC 295,509.44 37.27% John Hancock Trust Company 145,910.31 18.40% Northern Trust Company Custodian FBO Texas Instruments Corporate Custody Account 119,841.56 15.11% *Hartford Life Separate Account 457 108,308.64 13.66% Charles Schwab & Co. Inc. 89,886.80 11.33% BlackRock LifePath Dynamic 2050 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 50,980.45 57.91% Mid Atlantic Trust Company FBO
1st Pet Veterinary Centers Cha 401(K) 7,424.09 8.43% Mid Atlantic Trust Company FBO
Delasoft Inc. 401(K) Profit Sharing 6,900.98 7.83% Ascensus Trust Company FBOMake-A-Wish 401(k) Plan
P.O. Box 10758
Fargo, ND 58106 6,261.67 7.11%
Fund and Class Name and Address of Owner BNYM I S Trust Co Cust Simple IRA Claire F. Noto Randall Eldredge Cust FBO Larry Zieammermann UTMA/KS 301 Bellevue Parkway Wilmington, DE 19809 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Mid Atlantic Trust Company FBO
Effecture LLC 401(K) Profit Sharing 6,146.08 6.98% BlackRock LifePath Dynamic 2050 Fund – Class K Shares Wells Fargo Bank FBO Various Retirement Plans 99,846.91 45.95% John Hancock Trust Company 43,087.56 19.82% The Northern Trust Company as Trustee FBO Marsh & McLennan Stock & Savings Investment Plan - DV 20,150.36 9.27% National Financial Services LLC 14,466.86 6.65% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401K 14,174.72 6.52% Matrix Trust Company as TTEE FBO Ricoh Corp.Non-Qualified
P.O. Box 52129
Phoenix, AZ 85072-2129 12,747.48 5.86% BlackRock LifePath Dynamic 2055 Fund – Investor A Shares *Hartford Life Separate Account 457 654,278.49 80.67% National Financial Services LLC 51,642.36 6.36% BlackRock LifePath Dynamic 2055 Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 15,624.11 26.33% LPL Financial 5,102.39 8.59% Mid Atlantic Trust Company FBO Sammons Insurance Inc. 401(k) 4,444.45 7.49% 3,895.28 6.56% BlackRock LifePath Dynamic 2055 Fund – Institutional Shares National Financial Services LLC 221,910.34 73.66% John Hancock Trust Company LLC 55,974.60 18.58% BlackRock LifePath Dynamic 2055 Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 57,493.36 88.36% BlackRock LifePath Dynamic 2055 Fund – Class K Shares Wells Fargo Bank Various Retirement Plans 56,879.89 45.32% John Hancock Trust Company LLC 32,047.16 25.53% Charles Schwab & Co. Inc. 14,539.62 11.58% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401K 6,955.01 5.54% BlackRock LifePath Dynamic 2060 Fund – Investor A Shares *BlackRock Holdco2 Inc. 2,000.00 40.29% 1,167.08 23.51% Pershing LLC 631.797 12.73% JP Morgan Securities LLC 559.283 11.26%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned National Financial Services LLC 291.361 5.87% BlackRock LifePath Dynamic 2060 Fund – Investor C Shares *BlackRock Holdco2 Inc. 2,000.00 79.35% Pershing LLC 520.334 20.64% BlackRock LifePath Dynamic 2060 Fund – Institutional Shares *BlackRock Holdco2 Inc. 2,000.00 97.82% BlackRock LifePath Dynamic 2060 Fund – Class R Shares *BlackRock Holdco2 Inc. 2,000.00 99.50% BlackRock LifePath Dynamic 2060 Fund – Class K Shares *BlackRock Holdco2 Inc. 192,000.00 98.58% BlackRock LifePath Index Retirement Fund – Investor A Shares National Financial Services LLC 930,768.74 15.82% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 776,189.28 13.19% Charles Schwab & Co. Inc. 454,165.35 7.72% John Hancock Trust Company 404,047.11 6.87% FIIOC FBO Palecek Profit Sharing & 401(k) Plan 357,220.54 6.07% ICMA-RC RHS Omnibus Account
777 North Capitol Street, NE
Washington DC 20002 326,862.60 5.55% BlackRock LifePath Index Retirement Fund – Institutional Shares National Financial Services LLC 1,119,051.26 27.08% Merrill Lynch Pierce Fenner & Smith 601,753.85 14.56% Ascensus Trust Company FBO Hematology & Oncology Assoc of RI
P.O. Box 10758
Fargo, ND 58106 257,764.63 6.23% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 249,085.05 6.02% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 223,159.99 5.40% BlackRock LifePath Index Retirement Fund – Investor P Shares BlackRock Financial Management, Inc. 16,353.23 100% BlackRock LifePath Index Retirement Fund – Class K Shares National Financial Services LLC 32,736,466.62 33.09% John Hancock Life 9,715,260.16 9.82%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2020 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 4,401,301.48 33.37% John Hancock Trust Company LLC 1,674,208.60 12.69% National Financial Services LLC 1,601,628.71 12.14% Charles Schwab & Co. Inc 1,366,361.82 10.36% BlackRock LifePath Index 2020 Fund – Institutional Shares National Financial Services LLC 2,191,903.12 29.76% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 732,392.52 9.94% Merrill Lynch Pierce Fenner & Smith 529,739.09 7.19% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 485,695.94 6.59% FIIOC FBO Pioneer Drilling Services Ltd. 418,714.51 5.68% John Hancock Trust Company LLC 380,595.63 5.16% BlackRock LifePath Index 2020 Fund – Investor P Shares BlackRock Financial Management, Inc. 15,735.64 100% BlackRock LifePath Index 2020 Fund – Class K Shares National Financial Services LLC 66,232,271.58 35.50% John Hancock Life 14,485,894.39 7.76% BlackRock LifePath Index 2025 Fund – Investor A Shares National Financial Services LLC 2,065,865.90 20.09% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,450,121.57 14.10% Charles Schwab & Co. Inc. 1,266,068.48 12.31% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 818,045.01 7.95% MassMutual
1295 State Street
Springfield, MA 01111-0001 526,951.77 5.12% BlackRock LifePath Index 2025 Fund – Institutional Shares National Financial Services LLC 1,669,538.90 20.86% Merrill Lynch Pierce Fenner & Smith 753,771.57 9.42% TIAA, FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 737,332.38 9.21% FIIOC FBO Pioneer Drilling Services Ltd. 401(k) Plan 512,266.05 6.40%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2025 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,947.68 100% BlackRock LifePath Index 2025 Fund – Class K Shares National Financial Services LLC 72,292,192.59 34.33% John Hancock Life 24,403,918.93 11.59% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 12,346,590.31 5.86% BlackRock LifePath Index 2030 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product 7,842,116.37 40.88% National Financial Services LLC 2,248,349.20 11.72% Charles Schwab & Co. Inc. 2,042,737.55 10.64% John Hancock Trust Company LLC 1,431,899.53 7.46% BlackRock LifePath Index 2030 Fund – Institutional Shares National Financial Services LLC 2,130,709.38 23.14% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,055,478.69 11.46% Merrill Lynch Pierce Fenner & Smith 978,705.77 10.63% TIAA, FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 668,278.40 7.25% FIIOC FBO Pioneer Drilling Services Ltd. 559,505.15 6.07% BlackRock LifePath Index 2030 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,524.33 100% BlackRock LifePath Index 2030 Fund – Class K Shares National Financial Services LLC 77,476,981.60 31.46% John Hancock Life 26,469,502.34 10.75% BlackRock LifePath Index 2035 Fund – Investor A Shares National Financial Services LLC 1,813,219.70 21.15% Charles Schwab & Co. Inc. 1,532,827.11 17.88% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 1,296,858.62 15.13% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 451,434.34 5.26% BlackRock LifePath Index 2035 Fund – Institutional Shares National Financial Services LLC 1,140,361.10 16.23% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 707,869.67 10.07% FIIOC FBO Pioneer Drilling Services Ltd. 401(k) Plan 440,993.20 6.27% Merrill Lynch Pierce Fenner & Smith 401,655.22 5.71%
Fund and Class Name and Address of Owner Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 355,113.96 5.05% BlackRock LifePath Index 2035 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,025.25 100% BlackRock LifePath Index 2035 Fund – Class K Shares National Financial Services LLC 63,225,955.09 36.37% John Hancock Life 21,605,008.28 12.43% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 10,806,187.27 6.21% BlackRock LifePath Index 2040 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 5,382,679.51 44.24% Charles Schwab & Co. Inc. 1,331,989.71 10.94% National Financial Services LLC 1,308,788.29 10.75% John Hancock Trust Company LLC 900,052.29 7.39% BlackRock LifePath Index 2040 Fund – Institutional Shares National Financial Services LLC 1,148,226.69 16.46% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 829,941.23 11.90% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 715,638.23 10.26% Merrill Lynch Pierce Fenner & Smith 600,297.48 8.60% FIIOC FBO Pioneer Drilling Services Ltd. 469,298.28 6.72% BlackRock LifePath Index 2040 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,661.20 100% BlackRock LifePath Index 2040 Fund – Class K Shares National Financial Services LLC 58,159,386.29 32.59% John Hancock Life 16,728,264.07 9.37% BlackRock LifePath Index 2045 Fund – Investor A Shares National Financial Services LLC 909,710.06 18.53% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 764,886.77 15.58% Charles Schwab & Co. Inc. 688,000.72 14.01% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 334,705.40 6.81% BlackRock LifePath Index 2045 Fund – Institutional Shares National Financial Services LLC 619,407.31 12.13%
Fund and Class Name and Address of Owner DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans Des Moines, IA 50392 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned FIIOC FBO Pioneer Drilling Services LTD 526,731.70 10.32% TIAA FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 511,206.11 10.01% Merrill Lynch Pierce Fenner & Smith 422,097.87 8.27% FIIOC
FBO Insight Global LLC 401(K) Plan 313,113.51 6.13% BlackRock LifePath Index 2045 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,289.04 100% BlackRock LifePath Index 2045 Fund – Class K Shares National Financial Services LLC 44,562,332.52 38.78% John Hancock Life 12,848,260.31 11.18% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 6,223,847.94 5.41% BlackRock LifePath Index 2050 Fund – Investor A Shares Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 2,350,256.74 41.80% National Financial Services LLC 763,759.34 13.58% Charles Schwab & Co. Inc. 564,010.88 10.03% John Hancock Trust Company 399,697.64 7.10% BlackRock LifePath Index 2050 Fund – Institutional Shares National Financial Services LLC 682,008.85 13.65% FIIOC
FBO Insight Global LLC 401(k) Plan 617,373.65 12.36% FIIOC
FBO Pioneer Drilling Services LTD 607,104.72 12.15% TIAA FSB Cust/TTEE FBO Retirement Plans
211 North Broadway, Suite 1000
St. Louis, MO 63102-2733 462,712.57 9.26% FIIOC
FBO Connectwise Inc. 401(k) Plan 357,644.80 7.16% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 294,849.93 5.90% BlackRock LifePath Index 2050 Fund – Investor P Shares BlackRock Financial Management, Inc. 13,071.90 100% BlackRock LifePath Index 2050 Fund – Class K Shares National Financial Services LLC 33,535,639.73 34.20% John Hancock Life 9,138,226.26 9.32%
711 High Street 4,995,109.39 5.09%
Fund and Class Name and Address of Owner FIIOC FBO Sheehy Organization FIIOC Connectwise Inc. 401(k) Plan TIAA FSB Cust/TTEE FBO Retirement Plans 211 North Broadway, Suite 1000 St. Louis, MO 63102-2733 Reliance Trust Company P.O. Box 28004 Atlanta, GA 30358 DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 FIIOC FBO Connectwise Inc. 401(k) Plan FIIOC FBO Lionbridge Technologies Inc. Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock LifePath Index 2055 Fund – Investor A Shares Charles Schwab & Co. Inc. 585,030.50 21.41% National Financial Services LLC 512,583.95 18.76% Reliance Trust Company FBO MassMutual Registered Product
P.O. Box 28004
Atlanta, GA 30358 330,386.00 12.09% Great-West Trust FBO RTC TTEE FBO Certain Retirement Plans 151,604.11 5.54% BlackRock LifePath Index 2055 Fund – Institutional Shares FIIOC
FBO Insight Global LLC 401(k) Plan 1,301,892.87 32.24% FIIOC
FBO Pioneer Drilling Services LTD 413,682.21 10.24% 359,340.51 8.9% National Financial Services LLC 325,766.44 8.06% 255,594.70 6.33% 215,217.49 5.33% BlackRock LifePath Index 2055 Fund – Investor P Shares BlackRock Financial Management, Inc. 12,820.51 100% BlackRock LifePath Index 2055 Fund – Class K Shares National Financial Services LLC 17,820,725.33 38.12% John Hancock Life 6,257,366.55 13.38% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 2,360,202.88 5.04% BlackRock LifePath Index 2060 Fund – Investor A Shares 119,671.60 47.93% National Financial Services LLC 25,428.17 10.18% Great-West Trust Company LLC TTEE F 17,314.47 6.93% TD Ameritrade 16,372.99 6.55% 14,053.35 5.62% BlackRock LifePath Index 2060 Fund – Institutional Shares National Financial Services LLC 119,087.61 52.63% 37,728.52 16.67% 19,020.46 8.40%
Fund and Class Name and Address of Owner DCGT as TTEE and/or Cust. FBO PLIC Various Retirement Plans 711 High Street Des Moines, IA 50392 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010 3280 Virginia Beach Blvd. Virginia Beach, VA 23452-5724 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 767 Menasha Corp 401(k) Retirement 1649 Bergstrom Rd, P.O. Box 367 Neenah, WI 54957-0367 State of Louisiana Trustee FBO Louisiana Public Employees DCP 8515 E Orchard Rd. 2T2 Greenwood Village, CO 80111 *Connecticut Higher Education Trust 690 Lee Road Wayne, PA 19087-0000 Nationwide Trust Company P.O. Box 182029 Columbus, OH 43218-2029 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Matrix Trust Company Cust. FBO The Armory Foundation 401(k) Plan
717 17th Street, Suite 1300
Denver, CO 80202 14,006.78 6.19% BlackRock LifePath Index 2060 Fund – Investor P Shares BlackRock Financial Management, Inc. 14,482.26 100% BlackRock LifePath Index 2060 Fund – Class K Shares National Financial Services LLC 2,688,754.27 26.71% John Hancock Life 1,967,539.57 19.55% 863,881.75 8.58% iShares MSCI Total International Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 29,575,033.00 91.76% iShares MSCI Total International Index Fund – Institutional Shares Charles Schwab & Co. Inc. 6,063,698.77 33.32% Merrill Lynch Pierce Fenner & Smith 5,498,428.45 30.22% TD Ameritrade 3,342,563.32 18.37% 1,087,006.51 5.97% iShares MSCI Total International Index Fund – Class K Shares National Financial Services LLC 7,262,421.11 22.71% Merrill Lynch Pierce Fenner & Smith 5,149,599.36 16.10% Comerica Bank FBO MIDMI ARMC Multi 5,023,653.67 15.71% Goldman Sachs & Co. 3,986,239.25 12.46% 2,484,367.60 7.77% 1,766,942.03 5.52% iShares Russell 1000Large-Cap Index Fund – Investor A Shares National Financial Services LLC 382,936.20 11.21% iShares Russell 1000Large-Cap Index Fund – Institutional Shares Raymond James 846,101.44 31.01% 689,206.58 25.26% 260,142.50 9.53%
Fund and Class Name and Address of Owner *HP Foundation 1501 Page Mill Rd. Palo Alto, CA 94304-0000 SSB/NYLIM Supplemental Income Plan 30 Dan Rd. Canton, MA 02021-2809 Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Great-West Trust Company LLC Trust/Retirement Plans Minnesota Life Insurance Company 400 Robert Street North Saint Paul, Minnesota 55101 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Pershing LLC 185,428.46 6.79% iShares Russell 1000Large-Cap Index Fund – Class K Shares 1,734,533.57 22.44% National Financial Services LLC 1,430,759.18 18.51% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 912,592.58 11.80% Goldman Sachs & Co. 805,827.75 10.42% iShares S&P 500 Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 2,719,028.90 37.38% 583,305.02 8.02% TD Ameritrade 457,305.98 6.28% National Financial Services LLC 365,363.60 5.02% iShares S&P 500 Index Fund – Investor C1 Shares Morgan Stanley & Co. 50,941.31 40.96% Wells Fargo Clearing Services 18,832.04 15.14% National Financial Services LLC 10,463.98 8.41% UBS WM USA 9,245.32 7.43% Raymond James 8,746.57 7.03% iShares S&P 500 Index Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 7,847,272.98 73.20% iShares S&P 500 Index Fund – Investor P Shares BlackRock Financial Management, Inc. 589.136 99.30% iShares S&P 500 Index Fund – Class K Shares Goldman Sachs & Co. 10,643,265.69 36.78% Merrill Lynch Pierce Fenner & Smith 4,851,589.75 16.76% National Financial Services LLC 2,081,507.01 7.19% iShares S&P 500 Index Fund – Service Shares National Financial Services LLC 151,343.54 13.79% John Hancock Trust Company LLC 151,083.34 13.76% 125,080.34 11.39% 120,829.45 11.01% Great-West Trust Company LLC FBO Employee Benefits Clients 401(k) 96,207.11 8.76% 78,547.91 7.15% iShares U.S. Aggregate Bond Index Fund – Investor A Shares LPL Financial 3,005,967.04 22.83%
Fund and Class Name and Address of Owner WTRISC Co IRA Omnibus Acct 777 North Capitol Street, NE Washington DC 20002 Reliance Trust Company FBO MassMutual Registered Product P.O. Box 28004 Atlanta, GA 30358 Reliance Trust Company FBO MassMutual Registered Product P.O. Box 28004 Atlanta, GA 30358 Wells Fargo Bank NA TTEE FBO State of Alabama DCP 457 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 PIMS/Prudential Retirement as Nominee for the TTEE/Cust PL 010 3280 Virginia Beach Blvd. Virginia Beach, VA 23452-5724 WTRISC Co IRA Omnibus Acct 777 North Capitol Street, NE Washington DC 20002 Reliance Trust Company FBO MassMutual Registered Product PO Box 48529 Atlanta, GA 30362 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 2,799,861.28 21.26% 1,525,848.79 11.58% National Financial Services LLC 828,181.27 6.29% iShares U.S. Aggregate Bond Index Fund – Institutional Shares 2,418,860.32 19.05% 1,972,378.39 15.53% Pershing LLC 1,331,102.94 10.48% John Hancock Trust Company LLC 1,025,383.87 8.07% National Financial Services LLC 950,947.02 7.48% Great-West Trust Company LLC TTEE F Elkay Manufacturing Company RSP 846,721.45 6.66% 799,180.12 6.29% iShares U.S. Aggregate Bond Index Fund – Investor P Shares BlackRock Financial Management, Inc. 20,345.88 100% iShares U.S. Aggregate Bond Index Fund – Class K Shares Charles Schwab & Co. Inc. 20,430,382.94 20.09% National Financial Services LLC 19,417,465.08 19.10% Merrill Lynch Pierce Fenner & Smith 16,301,930.60 16.03% Goldman Sachs & Co. 9,370,819.80 9.21% SEI Private Trust Company 8,372,412.83 8.23% BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 11,771,224.07 46.61% 1,484,297.55 5.87% National Financial Services LLC 1,439,905.45 5.70% 1,276,518.02 5.05% iShares MSCI EAFE International Index Fund – Institutional Shares National Financial Services LLC 16,613,535.98 31.05%
Fund and Class Name and Address of Owner Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Capital Bank & Trust Company TTEE F Trader Joe’s Company 8515 E Orchard Rd 2T2 Greenwood Village, CO 80111 Planmember Services UMB Bank Custodian 6187 Carpinteria Avenue Carpinteria, CA 93013 BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Growth Portfolio Option BlackRock Advisors LLC FBO BlackRock College 2020 Option Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 15,571,079.87 29.10% Pershing LLC 3,810,531.43 7.12% iShares MSCI EAFE International Index Fund – Investor P Shares BlackRock Financial Management, Inc. 14,419.61 99.47% iShares MSCI EAFE International Index Fund – Class K Shares JP Morgan Securities LLC 532,142,460.04 77.34% Goldman Sachs & Co. 62,803,153.96 9.12% iShares Russell 2000Small-Cap Index Fund – Investor A Shares 4,375,932.81 29.37% Merrill Lynch Pierce Fenner & Smith 2,955,107.47 19.83% 2,290,771.69 15.37% iShares Russell 2000Small-Cap Index Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,904,753.52 41.93% National Financial Services LLC 622,093.16 8.98% Pershing LLC 469,591.00 6.77% Raymond James 437,777.68 6.31% iShares Russell 2000Small-Cap Index Fund – Investor P Shares BlackRock Financial Management, Inc. 9,191.18 99.48% iShares Russell 2000Small-Cap Index Fund – Class K Shares Goldman Sachs & Co. 22,042,785.97 48.25% Merrill Lynch Pierce Fenner & Smith 6,316,869.98 13.82% 2,799,315.78 6.12% BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 24,442,537.01 46.02% National Financial Services LLC 3,274,571.26 6.16% BlackRock Advantage Large Cap Core Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 6,222,010.06 58.42% Morgan Stanley & Co. 873,105.86 8.19% UBS WM USA 767,142.14 7.20% BlackRock Advantage Large Cap Core Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 12,810,169.60 19.45% 7,148,088.90 10.85% 5,630,025.08 8.54%
Fund and Class Name and Address of Owner BlackRock Advisors LLC FBO BlackRock College Enrollment Option BlackRock Advisors LLC FBO BlackRock College 2027 Option BlackRock Advisors LLC BlackRock College 2032 Option BlackRock Advisors LLC FBO Ohio Tuition Trust Authority Moderate Portfolio Option BlackRock Funds MLPF S Cust FPO David G. Cherup IRA P.O. Box 8907 Wilmington, DE 19899-8907 Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 4,234,524.88 6.43% 3,832,807.67 5.82% 3,544,594.39 5.38% 3,408,084.56 5.17% BlackRock Advantage Large Cap Core Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 1,721,262.59 77.77% Hartford Life Insurance Company 118,290.76 5.34% BlackRock Advantage Large Cap Core Fund – Class K Shares Edward D. Jones and Co. 118,568.68 87.70% BlackRock Financial Management, Inc. 11,441.65 8.46% BlackRock Advantage Large Cap Core Fund – Service Shares National Financial Services LLC 5,141.75 52.72% Pershing LLC 1,728.16 17.72% 1,388.18 14.23% Wells Fargo Clearing Services 578.23 5.92% 540.18 5.53% BlackRock Advantage Large Cap Value Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 5,601,157.61 50.10% National Financial Services LLC 777,228.70 6.95% BlackRock Advantage Large Cap Value Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 1,853,936.04 54.56% Morgan Stanley & Co. 348,876.05 10.26% UBS WM USA 183,658.49 5.40% BlackRock Advantage Large Cap Value Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 2,305,404.01 42.09% National Financial Services LLC 727,161.82 13.27% LPL Financial 377,022.22 6.88% Morgan Stanley & Co. 354,140.83 6.46% UBS WM USA 339,369.61 6.19% Raymond James 321,808.99 5.87% Wells Fargo Clearing Services 321,317.28 5.86% BlackRock Advantage Large Cap Value Fund – Class R Shares Merrill Lynch Pierce Fenner & Smith 768,854.22 75.57%
Fund and Class Name and Address of Owner *Albert Yodakis, Jr. 301 Bellevue Parkway Wilmington, DE 19809 Saxon & Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class OwnedBlackRock Advantage Large Cap Value Fund – Class K Shares JP Morgan Securities LLC 123,261.19 69.84% Edward D. Jones and Co. 46,246.46 26.20% BlackRock Advantage Large Cap Value Fund – Service Shares National Financial Services LLC 38,562.63 8.60% 30,453.71 6.79% BlackRock Event Driven Equity Fund – Investor A Shares National Financial Services LLC 961,681.35 27.78% Merrill Lynch Pierce Fenner & Smith 477,043.87 13.78% Charles Schwab & Co. Inc. 476,018.46 13.75% UBW WM USA 253,007.86 7.30% Pershing LLC 251,766.59 7.27% TD Ameritrade 212,870.45 6.15% American Enterprise Investment SVC 204,276.20 5.90% BlackRock Event Driven Equity Fund – Investor C Shares UBS WM USA 411,165.02 40.67% Pershing LLC 121,736.90 12.04% Merrill Lynch Pierce Fenner & Smith 94,166.45 9.31% American Enterprise Investment SVC 75,161.58 7.43% Wells Fargo Clearing Services 56,822.67 5.62% Morgan Stanley & Co. 56,049.31 5.54% BlackRock Event Driven Equity Fund – Institutional Shares 16,257,217.88 20.17% Merrill Lynch Pierce Fenner & Smith 15,771,844.93 19.57% National Financial Services LLC 11,218,899.45 13.92% Charles Schwab & Co. Inc. 7,156,389.79 8.88% JP Morgan Securities LLC 6,279,321.80 7.79% BlackRock Large Cap Focus Growth Fund – Investor A Shares Merrill Lynch Pierce Fenner & Smith 22,645,422.76 59.82% National Financial Services LLC 2,995,751.48 7.91% BlackRock Large Cap Focus Growth Fund – Investor C Shares Merrill Lynch Pierce Fenner & Smith 7,073,881.29 52.90% BlackRock Large Cap Focus Growth Fund – Institutional Shares Merrill Lynch Pierce Fenner & Smith 8,813,918.61 50.93% American Enterprise Investment SVC 1,779,404.79 10.28% LPL Financial 1,567,576.02 9.05% National Financial Services LLC 1,517,847.52 8.77% Morgan Stanley & Co. 907,520.25 5.24%
Fund and Class Name and Address of Owner BlackRock Large Cap Focus Growth Fund – Class R Shares BlackRock Large Cap Focus Growth Fund – Class K Shares BlackRock Large Cap Focus Growth Fund – Service Shares BlackRock Latin America Fund, Inc. BlackRock Latin America Fund, Inc. – Investor A Shares BlackRock Latin America Fund, Inc. – Investor C Shares Charles Schwab Co. & Inc. Special Custody Acct FBO Customers BlackRock Latin America Fund, Inc. – Institutional Shares BlackRock Latin America Fund, Inc. – Class K Shares BlackRock Liquidity Funds California Money Fund – Institutional Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 First American Trust Company FBO Managed Omnibus 5 First American Way Santa Ana, CA 92707 California Money Fund – Private Client California Money Fund – Select Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,736,328.45 66.64% Edward D. Jones and Co. 635,239.64 95.62% National Financial Services LLC 77,663.63 31.81% TD Ameritrade 26,206.63 10.73% State Street Bank and Trust TTEE and/or Custodian (FBO) ADP Access Product 18,564.66 7.60% Merrill Lynch Pierce Fenner & Smith 839,795.18 44.10% Charles Schwab & Co. Inc. 232,859.66 12.23% National Financial Services LLC 174,210.13 9.15% Merrill Lynch Pierce Fenner & Smith 52,245.46 18.34% National Financial Services LLC 42,934.40 15.07% Wells Fargo Clearing Services 28,929.57 10.15% Morgan Stanley & Co. 28,538.49 10.01% Pershing LLC 21,457.66 7.53% UBS WM USA 20,818.58 7.30% 16,847.23 5.91% Wells Fargo Clearing Services 363,031.38 31.46% Merrill Lynch Pierce Fenner & Smith 263,594.96 22.84% National Financial Services LLC 221,034.22 19.15% Charles Schwab & Co. Inc. 72,804.84 6.31% Edward D. Jones and Co. 12,690.69 77.72% BlackRock Financial Management, Inc. 3,577.18 21.90% 11,973,374.47 59.34% 7,570,759.34 37.52% JP Morgan Securities LLC 27,788.84 100% Pershing LLC 1,139,295.50 100%
Fund and Class Name and Address of Owner Federal Trust Fund – Administration Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Voya Institutional Trust Co. 1 Orange Way Windsor, CT 06095-4774 Federal Trust Fund – Cash Management Federal Trust Fund – Cash Reserve *Randall S Saunders and Moya Saunders Jt. Ten. 301 Bellevue Parkway Wilmington, DE 19809 Federal Trust Fund – Dollar Merrill Lynch Pierce Fenner & Smith Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Federal Trust Fund – Institutional Bank of America NA Sweep/Auto 901 Main Street, 66th Floor Dallas, TX 75202-0000 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Bank of America Global Finance Sweep Customers 901 Main Street, 66th Floor Dallas, TX 75202-3738 FedFund – Administration FedFund – Cash Management Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Laba & Co. FBO Bank of America 135 S LaSalle Street Chicago, IL 60603 FedFund – Cash Reserve Nabank & Co. 6242 E 41st Street BTC 2W Tulsa, OK 74135 FedFund – Dollar PNC Bank 1900 East 9th St B7 YB13 07 6 Cleveland, OH 44114 Union Bank Trust Nominee FBO Cash Management Sweeps P.O. Box 85484 San Diego, CA 54849-2186 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 49,737,196.91 83.53% 9,582,348.34 16.09% Merrill Lynch Pierce Fenner & Smith 13,213,671.32 96.23% 359,534.80 96.42% 6,836,338.16 53.74% 5,733,498.75 45.07% 1,405,000,016.06 44.78% 473,202,183.11 15.08% Merrill Lynch Pierce Fenner & Smith 405,768,124.62 12.93% State Street Bank FBO Cash Sweep Clients 388,095,402.41 12.37% 195,000,000.00 6.21% Wilmington Trust 2,517,542,612.36 89.11% Pershing LLC 252,749,330.78 8.95% 101,759,136.74 77.74% 15,216,919.82 11.62% 1,083,932,940.06 96.93% Wilmington Trust 562,126,080.82 29.95% 530,464,903.63 28.27% 214,466,598.78 11.43%
Fund and Class Name and Address of Owner HSBC Bank USA NA 452 Fifth Avenue New York, NY 10018 FedFund – Institutional Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 FedFund – Private Client FedFund – Select FedFund – Capital Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 MuniCash – Administration MuniCash – Dollar Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 Provident Advisers P.O. Box 215 Zelienople, PA 16063 MuniCash – Institutional State Street FBO Cash Sweep BlackRock 1776 Heritage Dr. Quincy, MA 02170 MuniFund – Administration MuniFund – Dollar Lobatco – Texas Bank & Trust 1800 NW Loop 281 Longview, TX 75604 MuniFund – Institutional Broadway National Bank P.O. Box 17001 San Antonio, TX Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 Lobatco – Texas Bank & Trust 1800 NW Loop 281 Longview, TX 75604 *William L Mack 2115 Linwood Ave, Suite 110 Fort Lee, NJ 07024 Saxon and Co. P.O. Box 7780-1888 Philadelphia, PA 19182 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned 177,319,797.82 9.45% Pershing LLC 174,488,678.55 9.30% Bank of New York Hare & Co. 12,189,283,216.83 16.83% 6,696,302,380.00 9.24% Merrill Lynch Pierce Fenner & Smith 4,074,796,865.34 5.62% JP Morgan Securities LLC 766,327.86 100% Pershing LLC 207,536,790.93 100% 6,738,611,048.32 100% Pershing LLC 0.01 100% 1,580,726.27 87.61% 104,791.72 5.81% Merrill Lynch Pierce Fenner & Smith 2,823,318,109.36 60.56% 950,921,368.24 20.40% JP Morgan Securities LLC 15,294,755.57 98.19% 4,708,564.86 100% 45,670,616.99 32.54% 25,376,294.11 18.08% 23,537,627.72 16.77% 13,149,318.29 9.37% JP Morgan Securities LLC 9,130,594.88 6.51% 7,074,925.33 5.04%
Fund and Class Name and Address of Owner MuniFund – Private Client MuniFund – Select New York Money Fund – Administration New York Money Fund – Institutional First State Trust Company 2 Righter Parkway Wilmington, DE 19803 New York Money Fund – Select TempCash – Administration TempCash – Dollar Provident Advisers Rooney Enterprises Inc. 3400 South Water Street Pittsburgh, PA 15203 Provident Advisers Chicago Title Insurance Co. Escrow Agent For HMC Prop 1994 603 Stanwix Street Pittsburgh, PA 15222 Provident Advisers Chicago Title Insurance Co. Escrow Agent/Herman Lipsitz Two Gateway Center Pittsburgh, PA 15222 TempCash – Institutional TempFund – Administration Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 TempFund – Cash Management Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 TempFund – Cash Reserve Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 TempFund – Dollar Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned JP Morgan Securities LLC 319,999.13 100% Pershing LLC 2,369,370.58 100% JP Morgan Securities LLC 0.01 100% 10,018,928.48 87.75% SEI Private Trust Co. 1,153,796.95 10.11% Pershing LLC 170,991.89 100% Pershing LLC 0.01 100% 11,527.92 75.23% 1,894.62 12.36% 1,894.62 12.36% Merrill Lynch Pierce Fenner & Smith 4,381,232,719.81 94.86% Wilmington Trust 10,384,915.72 40.20% 7,983,919.95 30.91% 6,262,139.26 24.24% 356,237,715.22 56.13% Merrill Lynch Pierce Fenner & Smith 278,448,803.72 43.87% 2,618,979.30 59.45% Wells Fargo Clearing Services 318,753.95 7.24% Merrill Lynch Pierce Fenner & Smith 308,815.24 7.01% 31,107,751.65 38.97% 19,304,045.64 24.18%
Fund and Class Name and Address of Owner Provident Advisers 32 Meadow View Court Leonia, NJ 07605 Citizens National Bank Trust Department P.O. Box 911 Meridian, MS 39302 TempFund – Institutional Merrill Lynch Pierce Fenner & Smith 200 North College Street, 3rd Floor Charlotte, NC 28255 Strategic Cash Portfolio II 400 Bellevue Parkway Wilmington, DE 19809 Band & Co. C O US Bank 1555 N Rivercenter Drive, Suite 302 Milwaukee, WI 53212 Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, MD 21231-3495 TempFund – Private Client TempFund – Select T-Fund – Administration T-Fund – Cash Management Assetmark Trust Company FBO Assetmark Inc. & Mutal Clients 3200 N Central Avenue 7th Floor Phoenix, AZ 85012 Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Jefferies LLC FBO Unterberg Taylor Capital 101 Hudson Street, 11th Floor Jersey City, NJ 07302 Jefferies LLC FBO MSC Partners LP 101 Hudson Street, 11th Floor Jersey City, NJ 07302 Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 15,086,074.51 18.90% 4,776,317.03 5.98% 4,616,479.24 5.78% 1,348,002,383.20 9.67% Bank of New York Hare & Co. 2 886,179,210.35 6.36% JP Morgan Securities LLC 799,670,136.94 5.74% 772,842,103.74 5.55% 732,186,349.34 5.25% 707,236,042.00 5.08% JP Morgan Securities LLC 471,106.33 23.13% JP Morgan Securities LLC 179,040.66 8.79% JP Morgan Securities LLC 110,777.26 5.44% JP Morgan Securities LLC 107,611.70 5.28% JP Morgan Securities LLC 103,595.77 5.09% Pershing LLC 635.98 100% Wilmington Trust 639,947,406.67 69.97% Pershing LLC 274,225,818.98 29.98% 173,976,699.20 29.95% 111,729,111.15 19.24% 43,824,723.36 7.54% 37,480,601.80 6.45%
Fund and Class Name and Address of Owner Jefferies LLC FBO Stadium Capital Partners LP 101 Hudson Street, 11th Floor Jersey City, NJ 07302 T-Fund – Dollar Union Bank Trust Nominee FBO Cash Management Sweep P.O. Box 85484 San Diego, CA 54849-2186 Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 T-Fund – Institutional State Street Bank FBO Cash Sweep Clients 1776 Heritage Drive Quincy, MA 02170 Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 T-Fund – Select T-Fund – Capital Silicon Valley Bank 3003 Tasman Drive Santa Clara, CA 95054 T-Fund – Cash Reserve First Republic Bank 111 Pine Street San Francisco, CA 94111-0000 Treasury Trust Fund - Administration Treasury Trust Fund – Cash Management Laba & Co. FBO Bank of America 135 S. LaSalle Street Chicago, IL 60603 Treasury Trust Fund – Cash Reserve First Republic Bank 111 Pine Street San Francisco, CA 94111-0000 Treasury Trust Fund – Dollar PNC Bank 1900 East 9th Street B7 YB13 07 6 Cleveland, OH 44114 Shares Owned Percentage of
Outstanding
Shares of
Class Owned 32,866,775.13 5.66% 799,726,021.50 49.63% 202,018,134.77 12.54% Wilmington Trust 162,645,875.37 10.09% 112,923,318.14 7.01% Bank of New York Hare & Co. 2 8,609,325,666.73 16.61% 6,275,132,813.83 12.11% 3,760,000,002.19 7.25% Bank of New York Hare & Co. 2 2,599,794,156.19 5.02% Pershing LLC 24,610,404.33 100% 11,048,641,009.04 99.87% Bank of New York Hare & Co. 2 80,086,509.97 77.14% 23,416,975.72 22.55% Wilmington Trust 203,776,593.58 53.58% SEI Private Trust Company 36,682,495.61 9.64% Pershing LLC 29,828,386.48 7.84% 13,827,247.90 100% Merrill Lynch Pierce Fenner & Smith 8,143,678.00 93.53% 562,963.89 6.47% 158,168,543.24 32.30%
Fund and Class Name and Address of Owner Knotfloat & Co. State Street Bank FBO Sweep 1200 Crown Colony Drive Quincy, MA 02169 Union Bank Trust Nominee FBO Cash Management Sweep P.O. Box 85484 San Diego, CA 54849-2186 DBTCA as Agent for Artex Sac 1 Victoria Street Hamilton, Bermuda Citibank NA FBO 480 Washington Blvd. 30th Floor Jersey City, NJ 07310 Treasury Trust Fund – Institutional Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 Wells Fargo Bank NA 550 South 4th Street Minneapolis, MN 55415 Bank of America 901 Main Street, 66th Floor Dallas, TX 75202 Treasury Trust Fund – Select BlackRock Series, Inc. BlackRock International Fund – Investor A Shares BlackRock International Fund – Investor C Shares BlackRock International Fund – Institutional Shares BlackRock International Fund – Class R Shares BlackRock International Fund – Class K Shares Shares Owned Percentage of
Outstanding
Shares of
Class Owned 87,965,541.96 17.97% Bank of New York Hare & Co. 2 46,154,641.81 9.43% 41,687,174.00 8.51% Wilmington Trust 40,662,142.76 8.30% Pershing LLC 40,212,618.19 8.21% 35,193,751.74 7.19% 28,837,265.68 5.89% Bank of New York Hare & Co. 2B 6,255,262,453.32 20.45% 4,587,206,866.94 14.99% Merrill Lynch Pierce Fenner & Smith 3,208,243,445.00 10.49% 2,780,683,950.93 9.09% Bank of New York Hare & Co. 2 2,387,993,091.84 7.81% 1,610,000,000.00 5.26% Pershing LLC 33,431,345.42 100% Merrill Lynch Pierce Fenner & Smith 16,591,021.12 86.92% Merrill Lynch Pierce Fenner & Smith 3,065,550.83 81.58% Merrill Lynch Pierce Fenner & Smith 4,486,783.55 36.60% Pershing LLC 3,300,350.18 26.92% National Financial Services LLC 1,441,728.80 11.76% Charles Schwab & Co. Inc. 1,067,725.59 8.71% Merrill Lynch Pierce Fenner & Smith 1,044,721.47 88.78% Edward D. Jones and Co. 140,748.58 93.04% BlackRock Financial Management, Inc. 10,515.25 6.95%
Fund and Class Name and Address of Owner Funds For Institutions Series BlackRock Premier Government Institutional Fund BlackRock Select Treasury Strategies Institutional Fund BlackRock Treasury Strategies Institutional Fund *Orlando World Center Marriott 8701 World Center Drive Orlando, FL 32821-6358 FFI Government Fund *Concourse Village Inc. 775 Concourse Village East Bronx, NY 10451-3902 *Rochdale Village Inc. 169-65 137th Ave Jamaica, NY 11434-4517 FFI Treasury Fund Master Institutional Money Market LLC Master Premier Government Institutional Portfolio Master Treasury Strategies Institutional Portfolio Master Investment Portfolio Active Stock Master Portfolio International Tilts Master Portfolio Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 169,420,875.00 89.37% Merrill Lynch Pierce Fenner & Smith 198,918,837.00 100.00% Merrill Lynch Pierce Fenner & Smith 105,612,444.00 45.96% 13,179,283.15 5.74% Merrill Lynch Pierce Fenner & Smith 29,642,390.00 46.46% 7,085,470.60 11.11% 5,963,802.63 9.35% Merrill Lynch Pierce Fenner & Smith 210,250,729.00 93.08% *Funds for Institutions Series
BlackRock Premier Government Institutional Fund
60 State Street
Boston, MA 02109 N/A 99.99% *Funds for Institutions Series
BlackRock Treasury Strategies Institutional Fund
60 State Street
Boston, MA 02109 N/A 53.60% *Funds for Institutions Series
BlackRock Select Treasury Strategies Institutional Fund
60 State Street
Boston, MA 02109 N/A 46.39% N/A *Master Investment Portfolio
Active Stock LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 100.00% *Master Investment Portfolio
International Tilts LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 92.27% *Master Investment Portfolio
International Tilts 80/20 Target Allocation Fund
400 Howard Street
San Francisco, CA 94105 N/A 7.72%
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 | *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 | *BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Value Fund 100 Bellevue Parkway Wilmington, DE 19809 | N/A | 99.99% | |||||||
Master | *BlackRock Large Cap Series Funds, Inc. BlackRock Large Cap Focus Growth Fund 100 Bellevue Parkway Wilmington, DE 19809 | N/A | 99.99% | |||||||
Master | *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 | *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 | ||||||||||
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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 Ready Assets Government Liquidity Fund Ready Assets U.S.A. Government Money Fund Ready Assets U.S. Treasury Money Fund Retirement Series Trust Retirement Reserves Money Fund – Class I Shares Retirement Reserves Money Fund – Class II Shares Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Merrill Lynch Pierce Fenner & Smith 1,577,695,698.93 99.13% Merrill Lynch Pierce Fenner & Smith 29,203,844.16 100.00% Merrill Lynch Pierce Fenner & Smith 132,633,659.83 100.00% Merrill Lynch Pierce Fenner & Smith 591,511,849.60 100.00% Merrill Lynch Pierce Fenner & Smith 16,645,038.55 100.00%
* | 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 BlackRock Global Long/Short Credit Fund – Class K Shares BlackRock Impact Bond Fund – Investor A Shares BNYM I S Trust Co Cust R/O IRA FBO Jane K. Kirchner BlackRock Impact Bond Fund – Investor C Shares BlackRock Impact Bond Fund – Institutional Shares BlackRock Impact Bond Fund – Class K Shares BlackRock Funds VI BlackRock CoreAlpha Bond Fund – Investor A Shares Charles Schwab & Co. Inc. Special Custody Acct FBO Customers BlackRock CoreAlpha Bond Fund – Investor C Shares *Shirley M. & Bruce A. Helmbercht 301 Bellevue Parkway Wilmington, DE 19809 BlackRock CoreAlpha Bond Fund – Institutional Shares BlackRock Advisors LLC FBO BlackRock College 2020 Option BlackRock Advisors LLC FBO BlackRock College Enrollment Option Shares
Owned Percentage of
Outstanding
Shares of
Class Owned Wells Fargo Clearing Services 22,055,520.47 10.14% National Financial Services LLC 17,224,367.09 7.91% Charles Schwab & Co. Inc. 14,148,190.81 6.50% Wells Fargo Bank NA FBO 125,165,327.96 96.06% Charles Schwab & Co. Inc. 34,225.21 62.72% 10,237.73 18.76% *BlackRock Holdco2 Inc. 5,000.00 9.16% Pershing LLC 4,362.28 7.99% *BlackRock Holdco2 Inc. 5,000.00 71.94% Cetera Investment SVCS FBO Judith K. Orr 1,107.09 15.93% Cetera Investment SVCS FBO Judith K. Orr 580.756 8.35% *BlackRock Holdco2 Inc. 1,985,000.00 79.35% National Financial Services LLC 401,343.43 16.04% *BlackRock Holdco2 Inc. 5,000.00 100% UBS WM USA 33,876.13 49.37% 14,055.65 20.48% National Financial Services LLC 8,708.05 12.69% Pershing LLC 4,708.68 6.86% National Financial Services LLC 6,133.08 34.45% UBS WM USA 4,060.28 22.81% 3,369.76 18.93% *BlackRock Holdco 2 Inc. 1,923.70 10.80% Pershing LLC 1,291.83 7.25% JP Morgan Securities LLC 1,019.39 5.72% Goldman Sachs & Co. 42,544,123.03 56.93% 13,532,952.03 18.11% 4,214,226.84 5.63%
Fund and Class Name and Address of Owner BlackRock CoreAlpha Bond Fund – Class K Shares Master Investment Portfolio II CoreAlpha Bond Master Portfolio Shares
Owned Percentage of
Outstanding
Shares of
Class Owned *BlackRock Holdco 2 Inc. 19,029.50 53.31% Great-West Trust Company LLC TTEE F Employee Benefits Clients 401(k) 16,662.12 46.68% *Master Investment Portfolio
CoreAlpha Bond LP Feeder
400 Howard Street
San Francisco, CA 94105 N/A 26.72% *BlackRock Funds III
BlackRock CoreAlpha Bond Fund
400 Howard Street
San Francisco, CA 94105 N/A 73.27%
* | 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 ON THE INTERNET | ||||||
Log on to: | ||||||
https://www.proxy-direct.com or scan the QR code | ||||||
Follow theon-screen instructions | ||||||
available 24 hours |
VOTE BY PHONE | ||
Call1-800-337-3503 | ||
Follow the recorded instructionsavailable 24 hours | ||
VOTE BY MAIL | ||
Vote, sign and date this Proxy Card and return in the postage-paid envelope |
blk_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 |
ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||||||||||||
ALL | ||||||||||||||||
ALL | FOR ALL EXCEPT | |||||||||||||||
01 Fundname1 | ☐ | ☐ | ☐ | |||||||||||||
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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 voteallNomineesFOR | ☐ | To vote | To voteallNomineesABSTAIN or vote separately by Nominee below |
| FOR | AGAINST | ABSTAIN | |||||||||||
01 Michael J. Castellano | ||||||||||||||
| ☐ | ☐ | 02 Richard E. Cavanagh | ☐ | ||||||||||
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03 Cynthia L. Egan | ☐ | ☐ | ☐ | |||||||||||
| ☐ | ☐ | ☐ | |||||||||||
05 Robert Fairbairn | ☐ | |||||||||||||
| ☐ | 06 Henry Gabbay | ☐ | ☐ | ☐ | |||||||||
| ☐ | ☐ | ☐ | 08 W. Carl Kester | ||||||||||
| ☐ | ☐ | ||||||||||||
09 Catherine A. Lynch | ☐ | ☐ | ||||||||||||
| 10 John M. Perlowski | ☐ | ☐ | ☐ | ||||||||||
11 Karen P. Robards | ||||||||||||||
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To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
Note: | Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
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| BLK 30180 | M | 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 |
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 ON THE INTERNET | ||||||||||
Log on to: | ||||||||||
https://www.proxy-direct.com or scan the QR code | ||||||||||
Follow theon-screen instructions | ||||||||||
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| available 24 hours |
VOTE BY PHONE | ||
Call1-800-337-3503 | ||
Follow the recorded instructionsavailable 24 hours | ||
VOTE BY MAIL | ||
Vote, sign and date this Proxy Card and return in the postage-paid envelope |
FUND FundName1 | ||
PLEASE REVIEW THE OTHER SIDE OF THIS CARD FOR YOUR PROPOSALS.
THANK YOU FOR PARTICIPATING, YOUR VOTE IS IMPORTANT!
THIS PROXY CARD IS VALID ONLY WHEN 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:Tax Fees and All Other Fees☒
A | Proposals |
1(a). To elect fifteen Board Nominees to the board of directors/trustees of the Group A Funds.
|
| To voteallNomineesAGAINST | ||||||||
To vote |
| FOR | AGAINST | ABSTAIN | |||||||||||
01 Bruce R. Bond | ||||||||||||||
| ☐ | ☐ | 02 Susan J. Carter | ☐ | ||||||||||
| ☐ | |||||||||||||
03 Collette Chilton | ☐ | ☐ | ☐ | |||||||||||
| ☐ | ☐ | ☐ | |||||||||||
05 Robert Fairbairn | ☐ | |||||||||||||
| ☐ | 06 Lena G. Goldberg | ☐ | ☐ | ☐ | |||||||||
| ☐ | ☐ | ☐ | 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 voteallNomineesFOR | ☐ | To vote | |||||||||
| To voteallNomineesABSTAIN or vote separately by Nominee below |
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| FOR | AGAINST | ABSTAIN | |||||||
01 Bruce R. Bond | ||||||||||
| ☐ | ☐ | 02 Susan J. Carter | ☐ | ||||||
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03 Collette Chilton | ☐ | ☐ | ☐ | |||||||
| ☐ | ☐ | ☐ | |||||||
05 Robert Fairbairn | ☐ | |||||||||
| ☐ | 06 Lena G. Goldberg | ☐ | ☐ | ☐ | |||||
| ☐ | ☐ | ☐ | 08 Henry R. Keizer | ||||||
| ☐ | ☐ | ||||||||
09 Cynthia A. Montgomery | ☐ | ☐ | ||||||||
| 10 Donald C. Opatrny | ☐ | ☐ | ☐ | ||||||
11 John M. Perlowski | ||||||||||
| ☐ | ☐ | 12 Joseph P. Platt | ☐ | ||||||
| ☐ | |||||||||
13 Mark Stalnecker | ☐ | ☐ | ☐ | |||||||
| ☐ | ☐ | ☐ | |||||||
15 Claire A. Walton | ☐ | |||||||||
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To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof.
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Fees for non-audit services provided to the Trust’s Affiliated Service Providers for which pre-approval by the Audit Committee was required:
B |
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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. |
| Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | |||||||||
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[FORM OF N&A]
BLACKROCK-ADVISED FUNDS IN THE EQUITY-LIQUIDITY COMPLEX
IMPORTANT PROXY INFORMATION
Your Vote Counts!
PLEASE USE THE14-DIGITCONTROL NUMBER &8-DIGITSECURITY CODE LISTED IN THE BOXES BELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET.When you are ready to vote, you can use the same Control Number & Security Code to record your vote. |
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Joint Special Meetings Notice – THIS IS NOT A PROXY – Please read carefully for voting instructions. |
Important Notice Regarding the Availability of Proxy Materials for the BLACKROCK-ADVISED FUNDS IN THE EQUITY-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.
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EASY ONLINE ACCESS –REQUEST BY INTERNET Log on to | ||||||||||||
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Aggregate non-audit fees for services provided to the Fund, its investment adviser, and its Affiliated Service Providers, regardless of whether pre-approval was required:
TELEPHONE REQUESTS - CALL Obtain paper copies of the Proxy Materials with an option to set future delivery preference by touch tone phone. Call toll free from the U.S. atNO CHARGEto you.Follow the instructions provided in the recorded messages. | ||||
E-MAIL REQUEST AT: proxymaterials@computershare.com:
- Provide only your14-Digit Control Number and8-Digit Security Code as listed on this Notice in your email request for materials. - If you want to elect to receive all future proxy materials in paper form or via email, please note your request and for email, provide the email address. |
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| 30 |
5% Share Ownership
As of June 8, 2007,The Joint Special Meetings are being held to the best knowledge of each Fund,consider and vote on the following persons beneficially owned or owned of record 5% or more of the outstanding shares of any class of securities of the Funds indicated:proposals:
THE BOARD OF DIRECTORS/TRUSTEES OF EACH APPLICABLE FUND RECOMMENDS THAT YOU VOTE OR PROVIDE VOTING INSTRUCTIONS, AS APPLICABLE, “FOR” EACH OF THE APPLICABLE BOARD NOMINEES.
| 1(a). |
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[Proxy Card Front]
[NAME OF FUND]
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors/Trustees
The undersigned hereby appoints Donald C. Burke, Howard B. Surloff and Brian P. Kindelan as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the shares of the above-named Fund (the “Fund”), held of record by the undersigned on June 25, 2007 at the annual meeting of shareholders of the Fund to be held at [location] on [Thursday, August 23, 2007] or [Friday, September 7, 2007], or any adjournment or postponement thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposals.
By signing and dating the reverse side of this card, you authorize the proxies to vote the proposals as marked, or if not marked, to vote “FOR” the proposals, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment or postponement thereof. If you do not intend to personally attend the meeting, please complete and return this card at once, if received by mail, in the enclosed envelope.
(Continued and to be signed on the reverse side)
[Proxy Card Reverse]
Please mark boxes /X/ or [X] in blue or black ink.
1. Election of Board A Nominees.
1(b). | To elect eleven Board Nominees to the board of directors/trustees of the Group B Funds. |
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 | ||||||||
To withhold authority to vote for certain nominees only, mark “For All Except” and write each such nominee’s number on the line below.
1. Election of Board B Nominees.
To withhold authority to vote for certain nominees only, mark “For All Except” and write each such nominee’s number on the line below.
2. To approve a change in the investment objective.
3. In the discretion of such proxies, upontransact such other business as may properly come before the meetingMeeting or any adjournmentadjournments, postponements or postponementdelays 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.
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Common Questions about Notice and Access
Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement?
The Funds have elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this shareholder meeting and all future shareholder meetings, or you can make that choice on aSign, Datecase-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 Proxy Card Promptly, if Received by Mail, Usinginstructions on the Enclosed Envelope.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