Class | Ticker Symbol | |
Investor A Shares
|
BPRAX | |
Investor C Shares
|
BPRCX | |
Institutional Shares
|
BPRIX | |
Class K Shares
|
BPLBX |
BlackRock Inflation Protected Bond Portfolio | |
144A Securities | X |
Asset-Backed Securities | X |
Asset-Based Securities | X |
Precious Metal-Related Securities | X |
Borrowing and Leverage | X |
Cash Flows; Expenses | X |
Cash Management | X |
Collateralized Debt Obligations | X |
Collateralized Bond Obligations | X |
Collateralized Loan Obligations | X |
Commercial Paper | X |
Commodity-Linked Derivative Instruments and Hybrid Instruments | X |
Qualifying Hybrid Instruments | X |
Hybrid Instruments Without Principal Protection | X |
Limitations on Leverage | X |
Counterparty Risk | X |
Convertible Securities | X |
Corporate Loans | X |
Direct Lending | |
Credit Linked Securities | X |
Cyber Security Issues | X |
Debt Securities | X |
Inflation-Indexed Bonds | X |
BlackRock Inflation Protected Bond Portfolio | |
Investment Grade Debt Obligations | X |
High Yield Investments (“Junk Bonds”) | X |
Mezzanine Investments | X |
Pay-in-kind Bonds | X |
Supranational Entities | X |
Depositary Receipts (ADRs, EDRs and GDRs) | X |
Derivatives | X |
Hedging | X |
Speculation | X |
Risk Factors in Derivatives | X |
Correlation Risk | X |
Counterparty Risk | X |
Credit Risk | X |
Currency Risk | X |
Illiquidity Risk | X |
Leverage Risk | X |
Market Risk | X |
Valuation Risk | X |
Volatility Risk | X |
Futures | X |
Swap Agreements | X |
Credit Default Swaps and Similar Instruments | X |
Interest Rate Swaps, Floors and Caps | X |
Total Return Swaps | X |
Options | X |
Options on Securities and Securities Indices | X |
Call Options | X |
Put Options | X |
Options on Government National Mortgage Association (“GNMA”) Certificates | X |
Options on Swaps (“Swaptions”) | X |
Foreign Exchange Transactions | X |
Spot Transactions and FX Forwards | X |
Currency Futures | X |
Currency Options | X |
Currency Swaps | X |
Distressed Securities | X |
Environmental, Social and Governance (“ESG”) Integration | X |
Equity Securities | X |
Real Estate-Related Securities | X |
Securities of Smaller or Emerging Growth Companies | |
Exchange-Traded Notes (“ETNs”) |
BlackRock Inflation Protected Bond Portfolio | |
Foreign Investments | X |
Foreign Investment Risks | X |
Foreign Market Risk | X |
Foreign Economy Risk | X |
Currency Risk and Exchange Risk | X |
Governmental Supervision and Regulation/Accounting Standards | X |
Certain Risks of Holding Fund Assets Outside the United States | X |
Publicly Available Information | X |
Settlement Risk | X |
Sovereign Debt | X |
Withholding Tax Reclaims Risk | X |
Funding Agreements | X |
Guarantees | X |
Illiquid Investments | X |
Index Funds | |
Tracking Error Risk | |
S&P 500 Index | |
Russell Indexes | |
MSCI Indexes | |
FTSE Indexes | |
Bloomberg Indexes | |
ICE BofA Indexes | |
Indexed and Inverse Securities | X |
Inflation Risk | X |
Initial Public Offering (“IPO”) Risk | |
Interfund Lending Program | X |
Borrowing, to the extent permitted by the Fund’s investment policies and restrictions | X |
Lending, to the extent permitted by the Fund’s investment policies and restrictions | X |
Investment in Emerging Markets | X |
Brady Bonds | X |
China Investments Risk | X |
Investment in Other Investment Companies | X |
Exchange-Traded Funds | X |
Lease Obligations | X |
LIBOR Risk | X |
Life Settlement Investments | |
Liquidity Risk Management | X |
Master Limited Partnerships | X |
Merger Transaction Risk | |
Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks | X |
Money Market Securities | X |
BlackRock Inflation Protected Bond Portfolio | |
Mortgage-Related Securities | X |
Mortgage-Backed Securities | X |
Collateralized Mortgage Obligations (“CMOs”) | X |
Adjustable Rate Mortgage Securities | X |
CMO Residuals | X |
Stripped Mortgage-Backed Securities | X |
Tiered Index Bonds | X |
TBA Commitments | X |
Mortgage Dollar Rolls | X |
Net Interest Margin (NIM) Securities | |
Municipal Investments | X |
Risk Factors and Special Considerations Relating to Municipal Bonds | X |
Description of Municipal Bonds | X |
General Obligation Bonds | X |
Revenue Bonds | |
Private Activity Bonds (“PABs”) | X |
Moral Obligation Bonds | X |
Municipal Notes | |
Municipal Commercial Paper | |
Municipal Lease Obligations | X |
Tender Option Bonds | X |
Yields | X |
Variable Rate Demand Obligations (“VRDOs”) | X |
Transactions in Financial Futures Contracts on Municipal Indexes | X |
Call Rights | X |
Municipal Interest Rate Swap Transactions | X |
Insured Municipal Bonds | X |
Build America Bonds | X |
Tax-Exempt Municipal Investments | X |
Participation Notes | |
Portfolio Turnover Rates | X |
Preferred Stock | |
Tax-Exempt Preferred Shares | X |
Trust Preferred Securities | X |
Real Estate Investment Trusts (“REITs”) | X |
Recent Market Events | X |
Repurchase Agreements and Purchase and Sale Contracts | X |
Restricted Securities | X |
Reverse Repurchase Agreements | X |
Rights Offerings and Warrants to Purchase | X |
Securities Lending | X |
BlackRock Inflation Protected Bond Portfolio | |
Short Sales | X |
Special Purpose Acquisition Companies | |
Standby Commitment Agreements | X |
Stripped Securities | X |
Structured Notes | |
Taxability Risk | X |
Temporary Defensive Measures | X |
U.S. Government Obligations | X |
U.S. Treasury Obligations | X |
U.S. Treasury Rolls | X |
Utility Industries | |
When-Issued Securities, Delayed Delivery Securities and Forward Commitments | X |
Yields and Ratings | X |
Zero Coupon Securities | X |
• | increases the independent oversight of the Fund and enhances the Board’s objective evaluation of the Chief Executive Officer; |
• | allows the Chief Executive Officer to focus on the Fund’s operations instead of Board administration; |
• | provides greater opportunities for direct and independent communication between shareholders and the Board; and |
• | provides an independent spokesman for the Fund. |
Trustees | Experience, Qualifications and Skills | |
Independent Trustees | ||
R. Glenn Hubbard | R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard has served as the Dean of Columbia Business School, as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Fund’s governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Board with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Dr. Hubbard’s independence from the Fund and the Manager enhances his service as Chair of the Board, Chair of the Executive Committee and a member of the Governance and Nominating Committee, the Compliance Committee and the Performance Oversight Committee. |
Trustees | Experience, Qualifications and Skills | |
W. Carl Kester | The Board benefits from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Dr. Kester’s independence from the Fund and the Manager enhances his service as Vice Chair of the Board, Chair of the Governance and Nominating Committee and a member of the Executive Committee, the Compliance Committee and the Performance Oversight Committee. | |
Cynthia L. Egan | Cynthia L. Egan brings to the Board 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. Ms. Egan’s independence from the Fund and the Manager enhances her service as Chair of the Compliance Committee, and a member of the Governance and Nominating Committee and the Performance Oversight Committee. | |
Frank J. Fabozzi | Frank J. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Board benefits from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Fund, its operations and the business and regulatory issues facing the Fund. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Dr. Fabozzi’s independence from the Fund and the Manager enhances his service as Chair of the Performance Oversight Committee. |
Trustees | Experience, Qualifications and Skills | |
Lorenzo A. Flores | The Board benefits from Lorenzo A. Flores’s many years of business, leadership and financial experience in his roles at various public and private companies. In particular, Mr. Flores’s service as Chief Financial Officer and Corporate Controller of Xilinx, Inc. and Vice Chairman of Kioxia, Inc. and his long experience in the technology industry allow him to provide insight to into financial, business and technology trends. Mr. Flores’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Flores’s independence from the Fund and the Manager enhances his service as a member of the Performance Oversight Committee. | |
Stayce D. Harris | The Board benefits from Stayce D. Harris’s leadership and governance experience gained during her extensive military career, including as a three-star Lieutenant General of the United States Air Force. In her most recent role, Ms. Harris reported to the Secretary and Chief of Staff of the Air Force on matters concerning Air Force effectiveness, efficiency and the military discipline of active duty, Air Force Reserve and Air National Guard forces. Ms. Harris’s experience on governance matters includes oversight of inspection policy and the inspection and evaluation system for all Air Force nuclear and conventional forces; oversight of Air Force counterintelligence operations and service on the Air Force Intelligence Oversight Panel; investigation of fraud, waste and abuse; and oversight of criminal investigations and complaints resolution programs. Ms. Harris’s independence from the Fund and the Manager enhances her service as a member of the Compliance Committee and the Performance Oversight Committee. | |
J. Phillip Holloman | The Board benefits from J. Phillip Holloman’s many years of business and leadership experience as an executive, director and advisory board member of various public and private companies. In particular, Mr. Holloman’s service as President and Chief Operating Officer of Cintas Corporation and director of PulteGroup, Inc. and Rockwell Automation Inc. allows him to provide insight into business trends and conditions. Mr. Holloman’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Holloman’s independence from the Fund and the Manager enhances his service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. | |
Catherine A. Lynch | Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Board by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch also holds the designation of Chartered Financial Analyst. Ms. Lynch’s knowledge of financial and accounting matters qualifies her to serve as Chair of the Audit Committee. Ms. Lynch’s independence from the Fund and the Manager enhances her service as a member of the Governance and Nominating Committee and the Performance Oversight Committee. | |
Interested Trustees | ||
Robert Fairbairn | Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Vice Chairman of BlackRock, Inc., Member of BlackRock’s Global Executive and Global Operating Committees and Co-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group, Chairman of BlackRock’s international businesses and his previous oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group. Mr. Fairbairn also serves as a board member for the funds in the BlackRock Multi-Asset Complex. |
Trustees | Experience, Qualifications and Skills | |
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 Fund provides him with a strong understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the funds in the BlackRock Multi-Asset Complex. Mr. Perlowski’s experience with BlackRock enhances his service as a member of the Executive Committee. |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service)3 |
Principal
Occupation(s) During Past Five Years |
Number
of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
Independent Trustees | ||||||||
R.
Glenn Hubbard 1958 |
Chair
of the Board (Since 2022) and Trustee (Since 2019) |
Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | 70 RICs consisting of 100 Portfolios | ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); TotalEnergies SE (multi-energy) | ||||
W.
Carl Kester4 1951 |
Vice
Chair of the Board (Since 2022) and Trustee (Since 2019) |
Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, Harvard Business School since 2022; George Fisher Baker Jr. Professor of Business Administration, Harvard Business School from 2008 to 2022; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 72 RICs consisting of 102 Portfolios | None | ||||
Cynthia
L. Egan 1955 |
Trustee (Since 2019) |
Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007. | 70 RICs consisting of 100 Portfolios | Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products) |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service)3 |
Principal
Occupation(s) During Past Five Years |
Number
of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
Frank
J. Fabozzi4 1948 |
Trustee (Since 2019) |
Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) from 2011 to 2022; Professor of Practice, Johns Hopkins University since 2021; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in fall 2020 semester. | 72 RICs consisting of 102 Portfolios | None | ||||
Lorenzo
A. Flores 1964 |
Trustee (Since 2021) |
Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016. | 70 RICs consisting of 100 Portfolios | None | ||||
Stayce
D. Harris 1959 |
Trustee (Since 2021) |
Lieutenant General, Inspector General, Office of the Secretary of the United States Air Force from 2017 to 2019; Lieutenant General, Assistant Vice Chief of Staff and Director, Air Staff, United States Air Force from 2016 to 2017; Major General, Commander, 22nd Air Force, AFRC, Dobbins Air Reserve Base, Georgia from 2014 to 2016; Pilot, United Airlines from 1990 to 2020. | 70 RICs consisting of 100 Portfolios | KULR Technology Group, Inc. in 2021; The Boeing Company (airplane manufacturer) | ||||
J.
Phillip Holloman 1955 |
Trustee (Since 2021) |
President and Chief Operating Officer, Cintas Corporation from 2008 to 2018. | 70 RICs consisting of 100 Portfolios | PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation) | ||||
Catherine
A. Lynch4 1961 |
Trustee (Since 2019) |
Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 72 RICs consisting of 102 Portfolios | PennyMac Mortgage Investment Trust | ||||
Interested Trustees6 | ||||||||
Robert
Fairbairn 1965 |
Trustee (Since 2015) |
Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | 98 RICs consisting of 266 Portfolios | None |
Name and Year of Birth1,2 |
Position(s) Held (Length of Service)3 |
Principal
Occupation(s) During Past Five Years |
Number
of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
John
M. Perlowski4 1964 |
Trustee (Since 2015) President and Chief Executive Officer (Since 2010) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 100 RICs consisting of 268 Portfolios | None |
1 | The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
2 | Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Trustees 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 the Trust’s by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. |
3 | Length of service includes service as a trustee of the Predecessor Trust (as defined below), as applicable. 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. Certain Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; and W. Carl Kester, 1995. Certain other Independent Trustees became members of the boards of the closed-end funds in the BlackRock Fixed-Income Complex as follows: Cynthia L. Egan, 2016; and Catherine A. Lynch, 2016. |
4 | Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund. |
5 | Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the Investment Company Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex. |
Name and Year of Birth1,2 |
Position(s)
Held (Length of Service)3 |
Principal
Occupation(s) During Past Five Years | ||
Officers Who Are Not Trustees | ||||
Jennifer
McGovern 1977 |
Vice
President (Since 2014) |
Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Americas Product Development and Governance for BlackRock’s Global Product Group since 2019; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group from 2013 to 2019. | ||
Trent
Walker 1974 |
Chief Financial Officer (Since 2021) |
Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017 of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored closed-end funds. | ||
Jay
M. Fife 1970 |
Treasurer (Since 2007) |
Managing Director of BlackRock, Inc. since 2007. | ||
Charles
Park 1967 |
Chief
Compliance Officer (Since 2014) |
Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income 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 the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | ||
Lisa
Belle 1968 |
Anti-Money
Laundering Compliance Officer (Since 2019) |
Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019; Managing Director of RBS Securities from 2012 to 2013; Head of Financial Crimes for Barclays Wealth Americas from 2010 to 2012. |
Name and Year of Birth1,2 |
Position(s)
Held (Length of Service)3 |
Principal
Occupation(s) During Past Five Years | ||
Janey
Ahn 1975 |
Secretary (Since 2019) |
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. |
1 | The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
2 | Officers of the Trust serve at the pleasure of the Board. |
3 | Length of service includes service in such capacity for the Predecessor Trust. |
Name of Trustee | Dollar Range of Equity Securities in the Fund |
Aggregate
Dollar Range of Equity Securities in Supervised Funds* | ||
Independent Trustees: | ||||
Cynthia L. Egan
|
None | Over $100,000 | ||
Frank J. Fabozzi
|
$1 - $10,000 | Over $100,000 | ||
Lorenzo A. Flores
|
None | Over $100,000 | ||
Stayce D. Harris
|
None | Over $100,000 | ||
J. Phillip Holloman
|
None | Over $100,000 | ||
R. Glenn Hubbard
|
None | Over $100,000 | ||
W. Carl Kester
|
None | Over $100,000 | ||
Catherine A. Lynch
|
None | Over $100,000 | ||
Interested Trustees
|
||||
Robert Fairbairn
|
None | Over $100,000 | ||
John M. Perlowski
|
None | Over $100,000 |
Name1 | Compensation from the Fund |
Estimated
Annual Benefits Upon Retirement |
Aggregate Compensation from the Fund and Other BlackRock- Advised Funds2,3 | |||
Independent Trustees: | ||||||
Cynthia L. Egan
|
$4,135 | None | $465,000 | |||
Frank J. Fabozzi
|
$3,889 | None | $497,500 | |||
Lorenzo A. Flores
|
$3,557 | None | $400,000 | |||
Stayce D. Harris
|
$3,513 | None | $395,000 | |||
J. Phillip Holloman4
|
$3,702 | None | $415,453 | |||
R. Glenn Hubbard
|
$4,621 | None | $520,000 | |||
W. Carl Kester
|
$4,606 | None | $587,500 | |||
Catherine A. Lynch5
|
$4,100 | None | $520,453 | |||
Karen P. Robards6
|
$1,778 | None | $212,500 | |||
Interested Trustees:
|
||||||
Robert Fairbairn
|
None | None | None | |||
John M. Perlowski
|
None | None | None |
1 | For the number of BlackRock-advised Funds from which each Trustee receives compensation see the Biographical Information Chart beginning on page I-15. |
2 | For the Independent Trustees, this amount represents the aggregate compensation earned from the funds in the BlackRock Fixed-Income Complex during the calendar year ended December 31, 2022. Of this amount, Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch deferred $74,625, $200,000, $197,500, $207,726, $260,000, $88,125 and $78,067, respectively, pursuant to the BlackRock Fixed-Income Complex’s deferred compensation plan. |
3 | Total amount of deferred compensation payable by the BlackRock Fixed-Income Complex to Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch is $1,172,873, $239,580, $238,473, $249,920, $3,546,573, $1,645,645 and $425,559, respectively, as of December 31, 2022. Ms. Egan did not participate in the deferred compensation plan as of December 31, 2022. |
Average Daily Net Assets | Management Fee | |
First $1 billion
|
0.250% | |
$1 billion – $3 billion
|
0.240% | |
$3 billion – $5 billion
|
0.230% | |
$5 billion – $10 billion
|
0.220% | |
Greater than $10 billion
|
0.210% |
Fiscal Year Ended December 31, | Paid
to the Manager |
Waived
by the Manager |
Reimbursed by the Manager | |||
2022
|
$7,533,633 | $550,009 | $2,619,074 | |||
2021
|
$6,488,309 | $513,978 | $2,844,115 | |||
2020
|
$4,910,642 | $604,543 | $2,365,398 |
Fiscal Year Ended December 31, | Fees
Paid to BlackRock |
Fees
Waived by BlackRock | ||
2022
|
$1,794,742 | $620,803 | ||
2021
|
$1,552,210 | $532,592 | ||
2020
|
$1,188,574 | $400,722 |
Fiscal Year Ended December 31, | Paid
to BlackRock |
Waived
by BlackRock | ||
2022
|
$23,744 | $23,744 | ||
2021
|
$7,231 | $7,231 | ||
2020
|
$4,985 | $4,983 |
Number of Other Accounts Managed and Assets by Account Type |
Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||
Name of Portfolio Manager | Other Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts |
Chris Allen | 5 | 14 | 24 | 0 | 0 | 0 |
$3.99 Billion | $9.97 Billion | $10.49 Billion | $0 | $0 | $0 | |
David Rogal | 19 | 13 | 19 | 0 | 0 | 0 |
$74.20 Billion | $18.36 Billion | $9.31 Billion | $0 | $0 | $0 |
Portfolio Manager | Applicable Benchmarks | |
Chris Allen | Varied Euro-Based Benchmarks and global inflation benchmark. | |
David Rogal | A combination of market-based indices (e.g., Bloomberg U.S. Aggregate Bond Index), certain customized indices and certain fund industry peer groups. |
Portfolio Manager | Dollar
Range of Equity Securities Beneficially Owned in the Fund1 | |
Chris Allen
|
$10,001 - $50,000 | |
David Rogal
|
$100,001 - $500,000 |
1 | Includes securities attributable to the portfolio manager’s participation in certain deferred compensation and retirement programs. |
Fiscal Year Ended December 31, | Paid
to JPM | |
2022
|
$274,544 | |
2021
|
$195,875 | |
2020
|
$181,109 |
Investor A Shares | ||||||||
Fiscal Year Ended December 31, | Gross
Sales Charges Collected |
Sales
Charges Retained by BRIL |
Sales
Charges Paid to Affiliates |
CDSCs
Received on Redemption of Load-Waived Shares | ||||
2022
|
$318,133 | $25,047 | $25,047 | $19,962 | ||||
2021
|
$566,844 | $45,139 | $45,139 | $3,872 | ||||
2020
|
$204,484 | $17,313 | $17,313 | $796 |
Investor C Shares | ||||
Fiscal Year Ended December 31, | CDSCs
Received by BRIL |
CDSCs
Paid to Affiliates | ||
2022
|
$20,388 | $20,388 | ||
2021
|
$1,967 | $1,967 | ||
2020
|
$4,171 | $4,171 |
Class Name | Paid
to BRIL for the Fiscal Year Ended December 31, 2022 | |
Investor A Shares
|
$1,160,394 | |
Investor C Shares
|
$482,883 | |
Service Shares1
|
$0 |
Public Offering Price Investor A Shares | |
Net Assets
|
$441,529,434 |
Number of Shares Outstanding
|
46,550,484 |
Net Asset Value Per Share (net assets divided by
number of shares outstanding)
|
$9.48 |
Sales Charge: (4.00% of offering price; 4.17% of
net asset value per share)1
|
$0.40 |
Offering Price
|
$9.88 |
1 | Assumes maximum sales charge applicable. The maximum sales charge as a percentage of net asset value per share was 4.17%. |
Fiscal Year Ended December 31, | Aggregate Brokerage Commissions Paid |
Commissions Paid to Affiliates | ||
2022
|
$1,114,150 | $0 | ||
2021
|
$811,566 | $0 | ||
2020
|
$726,771 | $0 |
Amount
of Commissions Paid to Brokers for Providing Research Services |
Amount
of Brokerage Transactions Involved | |
$0
|
$0 |
Regular Broker/Dealer | Debt(D)/Equity (E) | Aggregate Holdings | ||
Credit Suisse Securities (USA) LLC
|
D | $5,897 |
Name | Address | % | Class | |||
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED | 4800
DEER LAKE DRIVE EAST 3rd
FLOOR JACKSONVILLE, FL 32246-6484 |
22.13% | Investor A Shares | |||
NATIONAL FINANCIAL SERVICES LLC | 499
WASHINGTON BLVD FLOOR 5 JERSEY CITY, NJ 07310-2010 |
15.59% | Investor A Shares | |||
EDWARD D JONES AND CO | 12555
MANCHESTER RD ST LOUIS MO 63131-3710 |
10.94% | Investor A Shares | |||
VOYA INSTITUTIONAL TRUST COMPANY | 1
ORANGE WAY WINDSOR, CT 06095-4774 |
9.85% | Investor A Shares | |||
MORGAN STANLEY SMITH BARNEY LLC | 1
NEW YORK PLAZA FLOOR 12 NEW YORK, NY 10004-1901 |
5.23% | Investor A Shares | |||
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED | 4800
DEER LAKE DRIVE EAST 3rd
FLOOR JACKSONVILLE, FL 32246-6484 |
21.20% | Investor C Shares | |||
PERSHING LLC | 1
PERSHING PLAZA JERSEY CITY, NJ 07399-0001 |
16.25% | Investor C Shares | |||
MORGAN STANLEY SMITH BARNEY LLC | 1
NEW YORK PLAZA FLOOR 12 NEW YORK, NY 10004-1901 |
13.87% | Investor C Shares | |||
AMERICAN ENTERPRISE INVESTMENT SVC | 707
2ND
AVE S MINNEAPOLIS, MN 55402-2405 |
10.39% | Investor C Shares | |||
WELLS FARGO CLEARING SVCS, LLC | 2801
MARKET STREET ST. LOUIS, MO 63103 |
7.77% | Investor C Shares | |||
LPL FINANCIAL | 4707
EXECUTIVE DR SAN DIEGO, CA 92121-3091 |
7.21% | Investor C Shares | |||
CHARLES SCHWAB & CO INC | 211
MAIN ST SAN FRANCISCO CA 94105 |
5.30% | Investor C Shares | |||
NATIONAL FINANCIAL SERVICES LLC | 499
WASHINGTON BLVD FLOOR 5 JERSEY CITY, NJ 07310-2010 |
13.47% | Institutional Shares | |||
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED | 4800
DEER LAKE DRIVE EAST 3rd
FLOOR JACKSONVILLE, FL 32246-6484 |
12.98% | Institutional Shares | |||
AMERICAN ENTERPRISE INVESTMENT SVC | 707
2ND
AVE S MINNEAPOLIS, MN 55402-2405 |
11.76% | Institutional Shares | |||
MORGAN STANLEY SMITH BARNEY LLC | 1
NEW YORK PLAZA FLOOR 12 NEW YORK, NY 10004-1901 |
8.63% | Institutional Shares |
Name | Address | % | Class | |||
EDWARD D JONES AND CO | 12555
MANCHESTER RD ST. LOUIS, MO 63131-3710 |
19.83% | Class K Shares | |||
FIDELITY INVESTMENTS INSTITUTIONAL OP CO INC FIIOC AS AGENT FOR CERTAIN EMPLOYEE BEN PLAN | 100
MAGELLAN WAY (KW1C) COVINGTON, KY 41015-0000 |
10.59% | Class K Shares | |||
NATIONAL FINANCIAL SERVICES LLC | 499
WASHINGTON BLVD FLOOR 5 JERSEY CITY, NJ 07310-2010 |
10.21% | Class K Shares | |||
MERRILL LYNCH PIERCE FENNER & SMITH INCORPORATED | 4800
DEER LAKE DRIVE EAST 3rd
FLOOR JACKSONVILLE, FL 32246-6484 |
9.88% | Class K Shares | |||
EMPOWER TRUST FBO | 8515
E ORCHARD RD 2T2 GREENWOOD VILLAGE, CO 90111 |
5.22% | Class K Shares | |||
TIAA, FSB CUST/TTEE FBO: | 211
NORTH BROADWAY, SUITE 1000 ST. LOUIS, MO 63102-2733 |
5.05% | Class K Shares |
• | Junk bonds may be issued by less creditworthy companies. These securities are vulnerable to adverse changes in the issuer’s industry and to general economic conditions. Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing. |
• | The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuer’s ability to pay its debt obligations also may be lessened by specific issuer developments, or the unavailability of additional financing. Issuers of high yield securities are often in the growth stage of their development and/or involved in a reorganization or takeover. |
• | Junk bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations, which will potentially limit a Fund’s ability to fully recover principal or to receive interest payments when senior securities are in default. Thus, investors in high yield securities have a lower degree of protection with respect to principal and interest payments then do investors in higher rated securities. |
• | Junk bonds frequently have redemption features that permit an issuer to repurchase the security from a Fund before it matures. If an issuer redeems the junk bonds, a Fund may have to invest the proceeds in bonds with lower yields and may lose income. |
• | Prices of junk bonds are subject to extreme price fluctuations. Negative economic developments may have a greater impact on the prices of junk bonds than on those of other higher rated fixed-income securities. |
• | Junk bonds may be less liquid than higher rated fixed-income securities even under normal economic conditions. Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers, and such quotations may not be the actual prices available for a purchase or sale. Because junk bonds are less liquid than higher rated bonds, judgment may play a greater role in valuing certain of a Fund’s portfolio securities than in the case of securities trading in a more liquid market. |
• | The secondary markets for high yield securities are not as liquid as the secondary markets for higher rated securities. The secondary markets for high yield securities are concentrated in relatively few market makers and participants in the markets are mostly institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher rated securities and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. Under certain economic and/or market conditions, a Fund may have difficulty disposing of certain high yield securities due to the limited number of investors in that sector of the market. An illiquid secondary market may adversely affect the market price of the high yield security, which may result in increased difficulty selling the particular issue and obtaining accurate market quotations on the issue when valuing a Fund’s assets. Market quotations on high yield securities are available only from a limited number of dealers, and such quotations may not be the actual prices available for a purchase or sale. When the secondary market for high yield securities becomes more illiquid, or in the absence of readily available market quotations for such securities, the relative lack of |
reliable objective data makes it more difficult to value a Fund’s securities, and judgment plays a more important role in determining such valuations. | |
• | A Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. |
• | The junk bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news, whether or not it is based on fundamental analysis. Additionally, prices for high yield securities may be affected by legislative and regulatory developments. These developments could adversely affect a Fund’s NAV and investment practices, the secondary market for high yield securities, the financial condition of issuers of these securities and the value and liquidity of outstanding high yield securities, especially in a thinly traded market. For example, federal legislation requiring the divestiture by federally insured savings and loan associations of their investments in high yield bonds and limiting the deductibility of interest by certain corporate issuers of high yield bonds adversely affected the market in the past. |
• | The rating assigned by a rating agency evaluates the issuing agency’s assessment of the safety of a non-investment grade security’s principal and interest payments, but does not address market value risk. Because such ratings of the ratings agencies may not always reflect current conditions and events, in addition to using recognized rating agencies and other sources, the sub-adviser performs its own analysis of the issuers whose non-investment grade securities a Fund holds. Because of this, the Fund’s performance may depend more on the sub-adviser’s own credit analysis than in the case of mutual funds investing in higher-rated securities. |
(a) | U.S. dollar-denominated obligations issued or supported by the credit of U.S. or foreign banks or savings institutions with total assets in excess of $1 billion (including obligations of foreign branches of such banks); |
(b) | high quality commercial paper and other obligations issued or guaranteed by U.S. and foreign corporations and other issuers rated (at the time of purchase) A-2 or higher by S&P, Prime-2 or higher by Moody’s or F-2 or higher by Fitch, as well as high quality corporate bonds rated (at the time of purchase) A or higher by those rating agencies; |
(c) | unrated notes, paper and other instruments that are of comparable quality to the instruments described in (b) above as determined by the Fund’s Manager; |
(d) | asset-backed securities (including interests in pools of assets such as mortgages, installment purchase obligations and credit card receivables); |
(e) | securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or authorities and related custodial receipts; |
(f) | dollar-denominated securities issued or guaranteed by foreign governments or their political subdivisions, agencies or authorities; |
(g) | funding agreements issued by highly-rated U.S. insurance companies; |
(h) | securities issued or guaranteed by state or local governmental bodies; |
(i) | repurchase agreements relating to the above instruments; |
(j) | municipal bonds and notes whose principal and interest payments are guaranteed by the U.S. Government or one of its agencies or authorities or which otherwise depend directly or indirectly on the credit of the United States; |
(k) | fixed and variable rate notes and similar debt instruments rated MIG-2, VMIG-2 or Prime-2 or higher by Moody’s, SP-2 or A-2 or higher by S&P, or F-2 or higher by Fitch; |
(l) | tax-exempt commercial paper and similar debt instruments rated Prime-2 or higher by Moody’s, A-2 or higher by S&P, or F-2 or higher by Fitch; |
(m) | municipal bonds rated A or higher by Moody’s, S&P or Fitch; |
(n) | unrated notes, paper or other instruments that are of comparable quality to the instruments described above, as determined by the Fund’s Manager under guidelines established by the Board; and |
(o) | municipal bonds and notes which are guaranteed as to principal and interest by the U.S. Government or an agency or instrumentality thereof or which otherwise depend directly or indirectly on the credit of the United States. |
Mortgage-Related Securities. |
• | Portfolio Holdings: “Portfolio Holdings” are a Fund’s portfolio securities and other instruments, and include, but are not limited to: |
• | for equity securities, information such as issuer name, CUSIP, ticker symbol, total shares and market value; |
• | for fixed income securities, information such as issuer name, CUSIP, ticker symbol, coupon, maturity, current face value, market value, yield, WAL, duration and convexity; |
• | for all securities, information such as quantity, SEDOL and market price as of a specific date; |
• | for derivatives, indicative data including, but not limited to, pay leg, receive leg, notional amount, reset frequency and trade counterparty; and |
• | for trading strategies, specific portfolio holdings, including the number of shares held, weightings of particular holdings, trading details, pending or recent transactions and portfolio management plans to purchase or sell particular securities or allocation within particular sectors. |
• | Portfolio Characteristics (excluding Liquidity Metrics): “Portfolio Characteristics” include, but are not limited to, sector allocation, credit quality breakdown, maturity distribution, duration and convexity measures, average credit quality, average maturity, average coupon, top 10 holdings with percent of the fund held, average market capitalization, capitalization range, risk related information (e.g., value at risk, standard deviation), ROE, P/E, P/B, P/CF, P/S and EPS. |
• | Additional characteristics specific to money market funds include, but are not limited to, historical daily and weekly liquid assets (as defined under Rule 2a-7) and historical fund net inflows and outflows. |
• | Portfolio Characteristics — Liquidity Metrics: |
• | “Liquidity Metrics” which seek to ascertain a Fund’s liquidity profile under BlackRock’s global liquidity risk methodology which include but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of a Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology. |
• | The dissemination of position-level liquidity metrics data and any non-public regulatory data pursuant to SEC Rule 22e-4 (including SEC liquidity tiering) is not permitted unless pre-approved. |
• | Disclosure of Liquidity Metrics pursuant to Section 3 of the Policy should be reviewed by BlackRock’s Risk and Quantitative Analysis Group and the relevant portfolio management team prior to dissemination. |
Open-End Mutual Funds (Excluding Money Market Funds) | ||
Time Periods for Portfolio Holdings | ||
Prior to 20 Calendar Days After Month-End | 20 Calendar Days After Month-End To Public Filing | |
Portfolio Holdings |
Cannot disclose without non-disclosure or confidentiality agreement and Chief Compliance Officer (“CCO”) approval. | May
disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers (e.g., Lipper, Morningstar and Bloomberg), except with respect to Global Allocation funds* (whose portfolio holdings may be disclosed 40 calendar days after quarter-end based on the applicable fund’s fiscal year end) and BlackRock Core Bond Portfolio and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V, BlackRock Strategic Global Bond Fund, Inc., Master Total Return Portfolio of Master Bond LLC, BlackRock Total Return V.I. Fund of BlackRock Variable Series Funds II, Inc., BlackRock Sustainable Total Return Fund of BlackRock Bond Fund, Inc. and BlackRock Unconstrained Equity Fund (each of whose portfolio holdings may be disclosed 60 calendar days after month-end). If Portfolio Holdings are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
Time Periods for Portfolio Characteristics | ||
Portfolio Characteristics (Excluding Liquidity Metrics) |
Prior to 5 Calendar Days After Month-End | 5 Calendar Days After Month-End |
Cannot disclose without non-disclosure or confidentiality agreement and CCO approval.*, ** | May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers (e.g., Lipper, Morningstar and Bloomberg). If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. | |
Portfolio Characteristics — Liquidity Metrics |
Prior to 60 Calendar Days After Calendar Quarter-End | 60 Calendar Days After Calendar Quarter-End |
Cannot disclose without non-disclosure or confidentiality agreement and CCO approval. | May disclose to shareholders, prospective shareholders, intermediaries and consultants; provided portfolio management has approved. If Liquidity Metrics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
* | Global Allocation Exception: For purposes of portfolio holdings, Global Allocation funds include BlackRock Global Allocation Fund, Inc., BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc. and BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc. Information on certain Portfolio Characteristics of BlackRock Global Allocation Portfolio and BlackRock Global Allocation V.I. Fund is available, upon request, to insurance companies that use these funds as underlying investments (and to advisers and sub-advisers of funds invested in BlackRock Global Allocation Portfolio and BlackRock Global Allocation V.I. Fund) in their variable annuity contracts and variable life insurance policies on a weekly basis (or such other period as may be determined to be appropriate). Disclosure of such characteristics of these two funds constitutes a disclosure of Confidential Information and is being made for reasons deemed appropriate by BlackRock and in accordance with the requirements set forth in these guidelines. If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
** | Strategic Income Opportunities Exception: Information on certain Portfolio Characteristics of BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V may be made available to shareholders, prospective shareholders, intermediaries, consultants and third party |
data providers, upon request on a more frequent basis as may be deemed appropriate by BlackRock from time-to-time. If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
Money Market Funds***,**** | ||
Time Periods | ||
Prior
to 5 Calendar Days After Month-End |
5
Calendar Days After Month-End to Date of Public Filing | |
Portfolio Holdings |
Cannot
disclose without non-disclosure or confidentiality agreement and CCO
approval except the following portfolio holdings information may be
released as follows: • Weekly portfolio holdings information released on the website at least one business day after week-end except: —Other information as may be required under Rule 2a-7 (e.g., name of issuer, category of investment, principal amount, maturity dates, yields). —For Government money market funds, daily portfolio holdings are released on the website the following business day. |
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers. If portfolio holdings are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
Portfolio Characteristics |
Cannot
disclose without non-disclosure or confidentiality agreement and CCO
approval except the following information may be released on the Fund’s
website daily: • Historical NAVs calculated based on market factors (e.g., marked-to-market) • Percentage of fund assets invested in daily and weekly liquid assets (as defined under Rule 2a-7) • Daily net inflows and outflows • Yields, SEC yields, WAM, WAL, current assets • Other information as may be required by Rule 2a-7 |
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers. If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information. |
(i) | the preparation and posting of the Fund’s Portfolio Holdings and/or Portfolio Characteristics to its website on a more frequent basis than authorized above; |
(ii) | the disclosure of the Fund’s Portfolio Holdings to third-party service providers not noted above; and |
(iii) | the disclosure of the Fund’s Portfolio Holdings and/or Portfolio Characteristics to other parties for legitimate business purposes. |
• | Fund Fact Sheets are available to shareholders, prospective shareholders, intermediaries and consultants on a monthly or quarterly basis no earlier than the fifth calendar day after the end of a month or quarter. |
• | Money Market Performance Reports are typically available to shareholders, prospective shareholders, intermediaries and consultants by the tenth calendar day of the month (and on a one day lag for certain |
institutional funds). They contain monthly money market Fund performance, rolling 12-month average and benchmark performance. |
1. | Fund’s Board of Directors and, if necessary, independent Directors’ counsel and Fund counsel. |
2. | Fund’s Transfer Agent. |
3. | Fund’s Custodian. |
4. | Fund’s Administrator, if applicable. |
5. | Fund’s independent registered public accounting firm. |
6. | Fund’s accounting services provider. |
7. | Independent rating agencies — Morningstar, Inc., Lipper Inc., S&P, Moody’s, Fitch. |
8. | Information aggregators — Markit on Demand, Thomson Financial and Bloomberg, eVestments Alliance, Informa/PSN Investment Solutions, Crane Data and iMoneyNet. |
9. | Pricing Vendors — Refinitiv, ICE Data Services, Bloomberg, IHS Markit, JP Morgan Pricing-Direct, Loan Pricing Corporation, Valuation Research Corporation, Murray, Devine & Co., Inc. and WM Company PLC. |
10. | Portfolio Compliance Consultants — Oracle Financial Services. |
11. | Third-party feeder funds — Stock Index Fund, a series of Homestead Funds, Inc.; Transamerica Stock Index, a series of Transamerica Funds; and Alight Money Market Fund, a series of Alight Series Trust and their respective boards, sponsors, administrators and other service providers. |
12. | Affiliated feeder funds — Treasury Money Market Fund (Cayman) and its board, sponsor, administrator and other service providers. |
13. | Other — Investment Company Institute, Goldman Sachs Asset Management, L.P., Mizuho Asset Management Co., Ltd., Nationwide Fund Advisors, State Street Bank and Trust Company, Donnelley Financial Solutions, Inc., Silicon Valley Bank and BNY Mellon Markets. |
$1 million but less than $3 million
|
1.00% |
$3 million but less than $15 million
|
0.50% |
$15 million and above
|
0.25% |
$250,000 but less than $3 million
|
1.00% |
$3 million but less than $15 million
|
0.50% |
$15 million and above
|
0.25% |
$1 million but less than $3 million
|
0.75% |
$3 million but less than $15 million
|
0.50% |
$15 million and above
|
0.25% |
$1 million but less than $3 million
|
0.50% |
$3 million but less than $15 million
|
0.25% |
$15 million and above
|
0.15% |
$250,000 but less than $3 million
|
0.50% |
$3 million but less than $15 million
|
0.25% |
$15 million and above
|
0.15% |
$1 million but less than $3 million
|
0.15% |
$3 million but less than $15 million
|
0.10% |
$15 million and above
|
0.05% |
$500,000 but less than $3 million
|
0.75% |
$3 million but less than $15 million
|
0.50% |
$15 million and above
|
0.25% |
$250,000 and above
|
0.50% |
$100,000 and above
|
0.25% |
$250,000 and above
|
0.25% |
$250,000 but less than $4 million
|
1.00% |
$4 million but less than $10 million
|
0.50% |
$10 million and above
|
0.25% |
$250,000 but less than $3 million
|
0.75% |
$3 million but less than $15 million
|
0.50% |
$15 million and above
|
0.25% |
$1,000,000 and above
|
0.10% |
$1,000,000 and above
|
0.15% |
Aaa | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. |
A | Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. |
Baa | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
Ba | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. |
B | Obligations rated B are considered speculative and are subject to high credit risk. |
Caa | Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
C | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
P-1 | Ratings of Prime-1 reflect a superior ability to repay short-term obligations. |
P-2 | Ratings of Prime-2 reflect a strong ability to repay short-term obligations. |
P-3 | Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations. |
NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
MIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. |
MIG 2 | This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
MIG 3 | This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
SG | This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
VMIG 1 | This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 2 | This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
VMIG 3 | This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
SG | This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections necessary to ensure the timely payment of purchase price upon demand. |
• | The likelihood of payment—the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation; |
• | The nature and provisions of the financial obligation, and the promise S&P imputes; and |
• | The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
AAA | An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong. |
AA | An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong. |
A | An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong. |
BBB | An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
BB, B, CCC, CC, and C |
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. |
BB | An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation. |
B | An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
CCC | An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. |
CC | An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the anticipated time to default. |
C | An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. |
D | An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring. |
A-1 | A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong. |
A-2 | A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory. |
A-3 | A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation. |
B | A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments. |
C | A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. |
D | A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring. |
• | Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
S&P’s municipal short-term note rating symbols are as follows: |
SP-1 | Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. |
SP-2 | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3 | Speculative capacity to pay principal and interest. |
D | ‘D’ is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. |
AAA | Highest Credit Quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | Very High Credit Quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A | High Credit Quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
BBB | Good Credit Quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. |
BB | Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met. |
B | Highly Speculative. ‘B’ ratings indicate that material credit risk is present. |
CCC | Substantial Credit Risk. ‘CCC’ ratings indicate that substantial credit risk is present. |
CC | Very High Levels of Credit Risk. ‘CC’ ratings indicate very high levels of credit risk. |
C | Exceptionally High Levels of Credit Risk. ‘C’ indicates exceptionally high levels of credit risk. |
F1 | Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. |
F2 | Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments. |
F3 | Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate. |
B | Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. |
C | High Short-Term Default Risk. Default is a real possibility. |
RD | Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. |
D | Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
Page | |
|
B-4 |
|
B-4 |
|
B-5 |
|
B-5 |
|
B-8 |
|
B-8 |
|
B-9 |
|
B-10 |
|
B-12 |
|
B-12 |
|
B-13 |
|
B-13 |
|
B-14 |
|
B-15 |
|
B-15 |
|
B-16 |
The purpose of this document is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency. | |
The purpose of this document is to provide an overarching explanation of BlackRock’s approach globally to our responsibilities as a shareholder on behalf of our clients, our expectations of companies, and our commitments to clients in terms of our own governance and transparency. |
1 | Through BlackRock Voting Choice we have, since January 2022, made proxy voting easier and more accessible for investors in separate accounts and certain pooled vehicles. As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third party policy, or have elected to vote shares in accordance with their own policy. We are not able to disclose which clients have opted to exercise greater control over their voting, nor are we able to disclose which proxy voting policies they have selected. |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure, mergers, asset sales, and other special transactions |
• | Compensation and benefits |
• | Material sustainability-related risks and opportunities |
• | Other corporate governance matters and shareholder protections |
• | Shareholder proposals |
2 | By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a company’s business model that have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste management and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty and relationships with regulators. It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can oversee the creation of durable, long-term value. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. |
• | Establishing an appropriate corporate governance structure |
• | Supporting and overseeing management in setting long-term strategic goals and applicable measures of value-creation and milestones that will demonstrate progress, and taking steps to address anticipated or actual obstacles to success |
• | Providing oversight on the identification and management of material governance and sustainability-related risks |
• | Overseeing the financial resilience of the company, the integrity of financial statements, and the robustness of a company’s Enterprise Risk Management3 framework |
• | Making decisions on matters that require independent evaluation, which may include mergers, acquisitions and dispositions, activist situations or other similar cases |
• | Establishing appropriate executive compensation structures |
• | Monitoring business issues including material sustainability-related risks and opportunities, that have the potential to significantly impact the company’s long-term value |
• | Current or recent employment at the company or a subsidiary |
• | Being, or representing, a shareholder with a substantial shareholding in the company |
• | Interlocking directorships |
• | Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best interests of the company and their shareholders |
3 | Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within the risk appetite, to provide reasonable assurance regarding the achievement of objectives. (Committee of Sponsoring Organizations of the Treadway Commission (COSO), Enterprise Risk Management — Integrated Framework, September 2004, New York, NY). |
4 | For a discussion on the different impacts of diversity see: McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes”, September 2022 McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes“, September 2022 |
5 | The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors’ information needs. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. |
6 | While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies. |
7 | The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. |
8 | For example, BlackRock’s Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. |
9 | BlackRock, “Managing the net-zero transition”, February 2022. |
10 | Corporate form refers to the legal structure by which a business is organized. |
11 | To learn more visit https://www.blackrock.com/corporate/about-us/investment-stewardship/blackrock-voting-choice |
• | BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions |
• | BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock |
• | Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock |
• | Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock |
• | BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds managed by BlackRock |
• | Adopted the Guidelines which are designed to advance our clients’ interests in the companies in which BlackRock invests on their behalf |
• | Established a reporting structure that separates BIS from employees with sales, vendor management, or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including, but not limited to, our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met |
• | Determined to engage, in certain instances, an independent third party voting service provider to make proxy voting recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to how to vote such proxies. BlackRock uses an independent voting service provider to make proxy voting recommendations for |
shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also use an independent voting service provider to make proxy voting recommendations for: |
o | public companies that include BlackRock employees on their boards of directors |
o | public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of the board of directors |
o | public companies that are the subject of certain transactions involving BlackRock Funds |
o | public companies that are joint venture partners with BlackRock, and |
o | public companies when legal or regulatory requirements compel BlackRock to use an independent voting service provider |
12 | Recalling securities on loan can be impacted by the timing of record dates. In the United States, for example, the record date of a shareholder meeting typically falls before the proxy statements are released. Accordingly, it is not practicable to evaluate a proxy statement, determine that a vote has a material impact on a fund and recall any shares on loan in advance of the record date for the annual meeting. As a result, managers must weigh independent business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote). |
13 | The proxy year runs from July 1 to June 30 of the proceeding calendar year. |
• | Boards and directors |
• | Auditors and audit-related issues |
• | Capital structure |
• | Mergers, acquisitions, asset sales, and other special transactions |
• | Executive compensation |
• | Material sustainability-related risks and opportunities |
• | General corporate governance matters |
• | Shareholder protections |
• | Employment as a senior executive by the company or a subsidiary within the past five years |
• | An equity ownership in the company in excess of 20% |
• | Having any other interest, business, or relationship (professional or personal) which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company and its shareholders. We may vote against directors who we do not consider to be independent, including at controlled companies, when we believe oversight could be enhanced with greater independent director representation. To signal our concerns, we may also vote against the chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure. |
• | Where the board has failed to facilitate quality, independent auditing or accounting practices, we may vote against members of the audit committee |
• | Where the company has failed to provide shareholders with adequate disclosure to conclude that appropriate strategic consideration is given to material risk factors (including, where relevant, sustainability factors), we may vote against members of the responsible committee, or the most relevant director |
• | Where it appears that a director has acted (at the company or at other companies) in a manner that compromises their ability to represent the best long-term economic interests of shareholders, we may vote against that individual |
• | Where a director has a multi-year pattern of poor attendance at combined board and applicable committee meetings, or a director has poor attendance in a single year with no disclosed rationale, we may vote against that individual. Excluding exigent circumstances, BIS generally considers attendance at less than 75% of the combined board and applicable committee meetings to be poor attendance |
• | Where a director serves on an excessive number of boards, which may limit their capacity to focus on each board’s needs, we may vote against that individual. The following identifies the maximum number of boards on which a director may serve, before BIS considers them to be over-committed: |
Public Company Executive14 | # Outside Public Boards15 | Total # of Public Boards | |
Director A | ✓ | 1 | 2 |
Director B | 3 | 4 |
14 | A public company executive is defined as a Named Executive Officer (NEO) or Executive Chair. |
15 | In addition to the company under review. |
16 | A BDC is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies. |
Combined Chair/CEO or CEO + Non-independent Chair | Separate Independent Chair | ||
Chair/CEO or Non-independent Chair | Lead Independent Director | Independent Chair | |
Board Meetings |
Authority to call full meetings of the board of directors | Attends
full meetings of the board of directors Authority to call meetings of independent directors Briefs CEO on issues arising from executive sessions |
Authority to call full meetings of the board of directors |
Agenda |
Primary responsibility for shaping board agendas, consulting with the lead independent director | Collaborates with chair/CEO to set board agenda and board information | Primary responsibility for shaping board agendas, in conjunction with CEO |
Board Communications |
Communicates with all directors on key issues and concerns outside of full board meetings | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning | Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning |
17 | To this end, we do not view shareholder proposals asking for the separation of Chair and CEO to be a proxy for other concerns we may have at the company for which a vote against directors would be more appropriate. Rather, support for such a proposal might arise in the case of overarching and sustained governance concerns such as lack of independence or failure to oversee a material risk over consecutive years. |
18 | This table is for illustrative purposes only. The roles and responsibilities cited here are not all-encompassing and are noted for reference as to how these leadership positions may be defined. |
19 | For a discussion on the different impacts of diversity see: McKinsey, “Diversity Wins: How Inclusion Matters”, May 2022; Harvard Business Review, Diverse Teams Feel Less Comfortable – and That’s Why They Perform Better, September 2016; “Do Diverse Directors Influence DEI Outcomes”, September 2022 |
• | How diversity, including demographic factors and professional characteristics, is considered in board composition, given the company’s long-term strategy and business model |
• | How directors’ professional characteristics, which may include domain expertise such as finance or technology, and sector- or market-specific experience, are complementary and link to the company’s long-term strategy |
• | The process by which candidates for board positions are identified, including whether professional firms or other resources outside of incumbent directors’ networks are engaged to identify and/or assess candidates, and whether a diverse slate of nominees is considered for all available board nominations |
• | The Independent Chair or Lead Independent Director and members of the nominating/governance committee, where a board implements or renews a poison pill without shareholder approval |
• | The Independent Chair or Lead Independent Director and members of the nominating/governance committee, where a board amends the charter/articles/bylaws and where the effect may be to entrench directors or to unreasonably reduce shareholder rights |
• | Members of the compensation committee where the company has repriced options without shareholder approval If a board maintains a classified structure, it is possible that the director(s) or committee members with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, we may register our concern by voting against the most relevant director(s) up for election. |
20 | We take a case-by-case approach and consider the size of the board in our evaluation of overall composition and diversity. Business model, strategy, location, and company size may also impact our analysis of board diversity. We acknowledge that these factors may also play into the various elements of diversity that a board may attract. We look for disclosures from companies to help us understand their approach and do not prescribe any particular board composition. |
21 | Including, but not limited to, individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans. |
• | The Independent Chair or Lead Independent Director, members of the nominating/governance committee, and/or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and/or failure to plan for adequate board member succession |
• | The chair of the nominating/governance committee, or where no chair exists, the nominating/governance committee member with the longest tenure, where board member(s) at the most recent election of directors have received against votes from more than 25% of shares voted, and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BIS did not support the initial vote against such board member(s) |
• | The Independent Chair or Lead Independent Director and/or members of the nominating/governance committee, where a board fails to consider shareholder proposals that (1) receive substantial support, and (2) in our view, have a material impact on the business, shareholder rights, or the potential for long-term value creation |
• | Appears to have a legitimate financing motive for requesting blank check authority |
• | Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes |
• | Has a history of using blank check preferred stock for financings |
• | Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility |
• | The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply |
• | There should be clear strategic, operational, and/or financial rationale for the combination |
• | Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and/or board members’ financial interests appear likely to affect their ability to place shareholders’ interests before their own, as well as measures taken to address conflicts of interest |
• | We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions |
22 | Special situations are broadly defined as events that are non-routine and differ from the normal course of business for a company’s shareholder meeting, involving a solicitation other than by management with respect to the exercise of voting rights in a manner inconsistent with management’s recommendation. These may include instances where shareholders nominate director candidates, oppose the view of management and/or the board on mergers, acquisitions, or other transactions, etc. |
23 | Front-loaded awards are generally those that accelerate the grant of multiple years’ worth of compensation in a single year. |
24 | “Special awards” refers to awards granted outside the company’s typical compensation program. |
• | Whether we determine that the triggering event is in the best interests of shareholders |
• | Whether management attempted to maximize shareholder value in the triggering event |
• | The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment |
• | Whether excessively large excise tax gross-up payments are part of the pay-out |
• | Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers |
• | Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BIS may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented. |
• | The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance |
• | Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated |
• | There is clear evidence that absent repricing, employee incentives, retention, and/or recruiting may be impacted BIS may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interests of shareholders. |
• | Disclose the identification, assessment, management, and oversight of material sustainability-related risks and opportunities in accordance with the four pillars of TCFD |
• | Publish material, investor-relevant, industry-specific metrics and rigorous targets, aligned with SASB (ISSB) or comparable sustainability reporting standards |
25 | By material sustainability-related risks and opportunities, we mean the drivers of risk and value creation in a company’s business model that have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in which a company operates, customer loyalty, and relationships with regulators. It is our view that well-run companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can oversee the creation of durable, long-term value. Appropriate risk oversight of business-relevant and material sustainability-related considerations is a component of a sound governance framework. |
26 | The International Financial Reporting Standards (IFRS) Foundation announced in November 2021 the formation of an International Sustainability Standards Board (ISSB) to develop a comprehensive global baseline of high-quality sustainability disclosure standards to meet investors’ information needs. SASB standards will over time be adapted to ISSB standards but are the reference reporting tool in the meantime. |
27 | The ISSB has committed to build upon the SASB standards, which identify material, sustainability-related disclosures across sectors. SASB Standards can be used to provide a baseline of investor-focused sustainability disclosure and to implement the principles-based framework recommended by the TCFD, which is also incorporated into the ISSB’s Climate Exposure Draft. Similarly, SASB Standards enable robust implementation of the Integrated Reporting Framework, providing the comparability sought by investors. |
28 | The global aspiration to achieve a net-zero global economy by 2050 is reflective of aggregated efforts; governments representing over 90% of GDP have committed to move to net-zero over the coming decades. In determining how to vote on behalf of clients who have authorized us to do so, we look to companies only to address issues within their control and do not anticipate that they will address matters that are the domain of public policy. |
29 | For example, BlackRock’s Capital Markets Assumptions anticipate 25 points of cumulative economic gains over a 20-year period in an orderly transition as compared to the alternative. This better macro environment will support better economic growth, financial stability, job growth, productivity, as well as ecosystem stability and health outcomes. |
30 | https://www.blackrock.com/corporate/literature/whitepaper/bii-managing-the-net-zero-transition-february-2022.pdf |
31 | While guidance is still under development for a unified disclosure framework related to natural capital, the emerging recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD), may prove useful to some companies. |
32 | BlackRock is subject to certain regulations and laws in the United States that place restrictions and limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals or elect directors to the board. |