Table of Contents

STATEMENT OF ADDITIONAL INFORMATION

BlackRock Funds III

BlackRock LifePath® ESG Index Retirement Fund

BlackRock LifePath® ESG Index 2025 Fund

BlackRock LifePath® ESG Index 2030 Fund

BlackRock LifePath® ESG Index 2035 Fund

BlackRock LifePath® ESG Index 2040 Fund

BlackRock LifePath® ESG Index 2045 Fund

BlackRock LifePath® ESG Index 2050 Fund

BlackRock LifePath® ESG Index 2055 Fund

BlackRock LifePath® ESG Index 2060 Fund

BlackRock LifePath® ESG Index 2065 Fund

400 Howard Street, San Francisco, California 94105 • Phone No. (800) 441-7762

 

BlackRock Funds III (the “Trust”) is an open-end, series management investment company. This combined Statement of Additional Information contains additional information about Investor A, Institutional and Class K Shares of the Trust’s BlackRock LifePath® ESG Index Retirement Fund, BlackRock LifePath® ESG Index 2025 Fund, BlackRock LifePath® ESG Index 2030 Fund, BlackRock LifePath® ESG Index 2035 Fund, BlackRock LifePath® ESG Index 2040 Fund, BlackRock LifePath® ESG Index 2045 Fund, BlackRock LifePath® ESG Index 2050 Fund, BlackRock LifePath® ESG Index 2055 Fund, BlackRock LifePath® ESG Index 2060 Fund and BlackRock LifePath® ESG Index 2065 Fund (each, a “Fund” and collectively, the “Funds”).

Each Fund invests in a combination of equity and bond index funds and money market funds (the “Underlying Funds”). BlackRock Fund Advisors (“BFA”) serves as investment adviser to the Funds, and BFA or its affiliates serves as investment adviser to the Underlying Funds.

This Statement of Additional Information of the Funds is not a prospectus and should be read in conjunction with the prospectuses of the Funds, dated February 28, 2024, as they may be amended or supplemented from time to time (each, a “Prospectus” and collectively, the “Prospectuses”), which has been filed with the Securities and Exchange Commission (the “Commission”) and can be obtained, without charge, by calling (800) 441-7762 or by writing to the Funds at the above address. The Prospectuses are incorporated by reference into this Statement of Additional Information, and Part I of this Statement of Additional Information and the portions of Part II of this Statement of Additional Information that relate to the Funds have been incorporated by reference into the Funds’ Prospectuses. The portions of Part II of this Statement of Additional Information that do not relate to the Funds do not form a part of the Funds’ Statement of Additional Information, have not been incorporated by reference into the Funds’ Prospectuses and should not be relied upon by investors in the Funds. The audited financial statements of the Funds are incorporated into this Statement of Additional Information by reference to each Fund’s Annual Report to Shareholders for the fiscal year ended October 31, 2023 (the “Annual Report”). You may request a copy of the Annual Report at no charge by calling (800) 441-7762 between 8:00 a.m. and 6:00 p.m. Eastern time on any business day.


Table of Contents

References to the Investment Company Act of 1940, as amended (the “1940 Act” or the “Investment Company Act”), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no — action or other relief or permission from the Commission, Commission staff or other authority.

LifePath® is a registered service mark of BlackRock Institutional Trust Company, N.A. and the LifePath products are covered by U.S. Patents 5,812,987 and 6,336,102.

 

Class

  BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
Investor A Shares   LERAX   LELAX   LENAX   LEJAX   LEKAX
Institutional Shares   LERIX   LEBIX   LENIX   LEJIX   LEKIX
Class K Shares   LERKX   LEBKX   LENKX   LEJKX   LEKKX

 

Class

  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund
Investor A Shares   LEHAX   LEBAX   LEVAX   LEZAX   LEWAX
Institutional Shares   LEHIX   LEGIX   LEEIX   LEZIX   LEWIX
Class K Shares   LEHKX   LEPKX   LEVKX   LEZKX   LEWKX

BlackRock Fund Advisors — Manager

BlackRock Investments, LLC — Distributor

 

The date of this Statement of Additional Information is February 28, 2024.


Table of Contents

TABLE OF CONTENTS

 

    Page  

PART I

 

Investment Objectives and Policies

    I-1  

Investment Restrictions

    I-10  

Information on Trustees and Officers

    I-13  

Management, Advisory and Other Service Arrangements

    I-22  

Information on Distribution Related Expenses

    I-33  

Computation of Offering Price Per Share

    I-34  

Portfolio Transactions and Brokerage

    I-34  

Additional Information

    I-37  

Financial Statements

    I-41  

Disclaimers

    I-41  

PART II

 

Investment Risks and Considerations

    II-1  

Management and Other Service Arrangements

    II-75  

Selective Disclosure of Portfolio Holdings

    II-77  

Purchase of Shares

    II-89  

Redemption of Shares

    II-106  

Shareholder Services

    II-109  

Pricing of Shares

    II-113  

Portfolio Transactions and Brokerage

    II-115  

Dividends and Taxes

    II-119  

Performance Data

    II-126  

Proxy Voting Policies and Procedures

    II-128  

General Information

    II-129  

Appendix A — Description of Bond Ratings

    A-1  

Appendix B — Proxy Voting Policies

    B-1  


Table of Contents

PART I: INFORMATION ABOUT THE FUNDS

Part I of this Statement of Additional Information (the “SAI”) sets forth information about BlackRock LifePath® ESG Index Retirement Fund, BlackRock LifePath® ESG Index 2025 Fund, BlackRock LifePath® ESG Index 2030 Fund, BlackRock LifePath® ESG Index 2035 Fund, BlackRock LifePath® ESG Index 2040 Fund, BlackRock LifePath® ESG Index 2045 Fund, BlackRock LifePath® ESG Index 2050 Fund, BlackRock LifePath® ESG Index 2055 Fund, BlackRock LifePath® ESG Index 2060 Fund and BlackRock LifePath® ESG Index 2065 Fund (each, a “Fund” and collectively, the “Funds”), each a series of BlackRock Funds III (the “Trust”). It includes information about the Trust’s Board of Trustees (the “Board” or the “Board of Trustees”), the advisory and management services provided to and the management fees paid by the Funds, and information about other fees applicable to and services provided to the Funds. This Part I of this SAI should be read in conjunction with the Funds’ Prospectuses and those portions of Part II of this SAI that pertain to the Funds.

 

I.   Investment Objectives and Policies

Please see the Funds’ Prospectuses for more information about each Fund’s investment objective and policies. Each Fund invests in a combination of equity and bond index funds and money market funds (the “Underlying Funds”) and may also invest in U.S. Government securities and short-term paper. BlackRock Fund Advisors (“BFA” or the “Manager”) serves as the investment adviser to the Funds. BlackRock Institutional Trust Company, N.A. (“BTC”) has granted the Trust a non-exclusive license to use the name “LifePath.” If the license agreement is terminated, the Trust, at BTC’s request, will cease using the “LifePath” name.

The investment objective and policies of a Fund determine the allocation of assets to the Underlying Funds, the degree of risk to which the Fund is subject and, ultimately, its performance. As with all investment companies, there can be no assurance that the investment objective of any Fund will be achieved.

In implementing each Fund’s investment strategy, from time to time, BFA, each Fund’s investment manager, may consider and employ techniques and strategies designed to minimize and defer the U.S. federal income taxes which may be incurred by shareholders in connection with their investment in such Fund.

Set forth below is a listing of some of the types of investments and investment strategies that a Fund and its Underlying Funds may use, and the risks and considerations associated with those investments and investment strategies. Please see Part II of this SAI for further information on these investments and investment strategies. Information contained in Part II about the risks and considerations associated with investments and/or investment strategies applies only to the extent a Fund makes each type of investment or uses each investment strategy. Information that does not apply to a Fund does not form a part of that Fund’s SAI and should not be relied on by investors in that Fund.

Only information that is clearly identified as applicable to a Fund is considered to form a part of that Fund’s SAI.

 

     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

144A Securities

  X   X   X   X   X   X   X   X   X   X

Asset-Backed Securities

  X   X   X   X   X   X   X   X   X   X

Asset-Based Securities

  X   X   X   X   X   X   X   X   X   X

Precious Metal-Related  Securities

  X   X   X   X   X   X   X   X   X   X

 

I-1


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Borrowing and Leverage

  X   X   X   X   X   X   X   X   X   X

Cash Flows; Expenses

  X   X   X   X   X   X   X   X   X   X

Cash Management

  X   X   X   X   X   X   X   X   X   X

Collateralized Debt Obligations

  X   X   X   X   X   X   X   X   X   X

Collateralized Bond Obligations

  X   X   X   X   X   X   X   X   X   X

Collateralized Loan Obligations

  X   X   X   X   X   X   X   X   X   X

Commercial Paper

  X   X   X   X   X   X   X   X   X   X

Commodity-

Linked Derivative Instruments and Hybrid Instruments

  X   X   X   X   X   X   X   X   X   X

Qualifying Hybrid Instruments

  X   X   X   X   X   X   X   X   X   X

Hybrid Instruments Without Principal Protection

  X   X   X   X   X   X   X   X   X   X

Limitations on Leverage

  X   X   X   X   X   X   X   X   X   X

Counterparty Risk

  X   X   X   X   X   X   X   X   X   X

Convertible Securities

  X   X   X   X   X   X   X   X   X   X

Corporate Loans

  X   X   X   X   X   X   X   X   X   X

Direct Lending

                                       

Credit Linked Securities

  X   X   X   X   X   X   X   X   X   X

Cyber Security Issues

  X   X   X   X   X   X   X   X   X   X

Debt Securities

  X   X   X   X   X   X   X   X   X   X

Inflation-Indexed Bonds

  X   X   X   X   X   X   X   X   X   X

Investment Grade Debt Obligations

  X   X   X   X   X   X   X   X   X   X

 

I-2


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

High Yield Investments (“Junk Bonds”)

  X   X   X   X   X   X   X   X   X   X

Mezzanine Investments

  X   X   X   X   X   X   X   X   X   X

Pay-in-kind Bonds

  X   X   X   X   X   X   X   X   X   X

Supranational Entities

  X   X   X   X   X   X   X   X   X   X

Depositary Receipts (ADRs, EDRs and GDRs)

  X   X   X   X   X   X   X   X   X   X

Derivatives

  X   X   X   X   X   X   X   X   X   X

Hedging

  X   X   X   X   X   X   X   X   X   X

Speculation

  X   X   X   X   X   X   X   X   X   X

Risk Factors in Derivatives

  X   X   X   X   X   X   X   X   X   X

Correlation Risk

  X   X   X   X   X   X   X   X   X   X

Counterparty Risk

  X   X   X   X   X   X   X   X   X   X

Credit Risk

  X   X   X   X   X   X   X   X   X   X

Currency Risk

  X   X   X   X   X   X   X   X   X   X

Illiquidity Risk

  X   X   X   X   X   X   X   X   X   X

Leverage Risk

  X   X   X   X   X   X   X   X   X   X

Market Risk

  X   X   X   X   X   X   X   X   X   X

Valuation Risk

  X   X   X   X   X   X   X   X   X   X

Volatility Risk

  X   X   X   X   X   X   X   X   X   X

Futures

  X   X   X   X   X   X   X   X   X   X

Swap Agreements

  X   X   X   X   X   X   X   X   X   X

Credit Default Swaps and Similar Instruments

  X   X   X   X   X   X   X   X   X   X

Interest Rate Swaps, Floors and Caps

  X   X   X   X   X   X   X   X   X   X

Total Return Swaps

  X   X   X   X   X   X   X   X   X   X

Options

  X   X   X   X   X   X   X   X   X   X

 

I-3


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Options on Securities and Securities Indices

  X   X   X   X   X   X   X   X   X   X

Call Options

  X   X   X   X   X   X   X   X   X   X

Put Options

  X   X   X   X   X   X   X   X   X   X

Options on Government National Mortgage Association (“GNMA”) Certificates

  X   X   X   X   X   X   X   X   X   X

Option on Swaps (“Swaptions”)

  X   X   X   X   X   X   X   X   X   X

Foreign Exchange Transactions

  X   X   X   X   X   X   X   X   X   X

Spot Transactions  and FX Forwards

  X   X   X   X   X   X   X   X   X   X

Currency Futures

  X   X   X   X   X   X   X   X   X   X

Currency Options

  X   X   X   X   X   X   X   X   X   X

Currency Swaps

  X   X   X   X   X   X   X   X   X   X

Distressed Securities

  X   X   X   X   X   X   X   X   X   X

Equity Securities

  X   X   X   X   X   X   X   X   X   X

Real Estate-Related Securities

  X   X   X   X   X   X   X   X   X   X

Securities of Smaller or Emerging Growth Companies

  X   X   X   X   X   X   X   X   X   X

Exchange-Traded Notes (“ETNs”)

  X   X   X   X   X   X   X   X   X   X

Foreign Investments

  X   X   X   X   X   X   X   X   X   X

Foreign Investment Risks

  X   X   X   X   X   X   X   X   X   X

Foreign Market Risk

  X   X   X   X   X   X   X   X   X   X

 

I-4


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Foreign Economy Risk

  X   X   X   X   X   X   X   X   X   X

Currency Risk and Exchange Risk

  X   X   X   X   X   X   X   X   X   X

Governmental Supervision and Regulation / Accounting Standards

  X   X   X   X   X   X   X   X   X   X

Certain Risks of Holding Fund Assets Outside the United States

  X   X   X   X   X   X   X   X   X   X

Publicly Available Information

  X   X   X   X   X   X   X   X   X   X

Settlement Risk

  X   X   X   X   X   X   X   X   X   X

Sovereign Debt

  X   X   X   X   X   X   X   X   X   X

Withholding Tax Reclaims Risk

  X   X   X   X   X   X   X   X   X   X

Funding Agreements

  X   X   X   X   X   X   X   X   X   X

Guarantees

  X   X   X   X   X   X   X   X   X   X

Illiquid Investments

  X   X   X   X   X   X   X   X   X   X

Index Funds

  X   X   X   X   X   X   X   X   X   X

Tracking Error Risk

  X   X   X   X   X   X   X   X   X   X

S&P 500 Index

  X   X   X   X   X   X   X   X   X   X

Russell Indexes

  X   X   X   X   X   X   X   X   X   X

MSCI Indexes

  X   X   X   X   X   X   X   X   X   X

FTSE Indexes

  X   X   X   X   X   X   X   X   X   X

Bloomberg Indexes

  X   X   X   X   X   X   X   X   X   X

ICE BofA Indexes

  X   X   X   X   X   X   X   X   X   X

Indexed and Inverse Securities

  X   X   X   X   X   X   X   X   X   X

Inflation Risk

  X   X   X   X   X   X   X   X   X   X

Initial Public Offering (“IPO”) Risk

  X   X   X   X   X   X   X   X   X   X

Interfund Lending Program

  X   X   X   X   X   X   X   X   X   X

 

I-5


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Borrowing, to the extent permitted by the Fund’s investment policies and restrictions

  X   X   X   X   X   X   X   X   X   X

Lending, to the extent permitted by the Fund’s investment policies and restrictions

  X   X   X   X   X   X   X   X   X   X

Investment in Emerging Markets

  X   X   X   X   X   X   X   X   X   X

Brady Bonds

  X   X   X   X   X   X   X   X   X   X

China Investments Risk

  X   X   X   X   X   X   X   X   X   X

Investment in Other Investment Companies

  X   X   X   X   X   X   X   X   X   X

Exchange-Traded Funds

  X   X   X   X   X   X   X   X   X   X

Lease Obligations

  X   X   X   X   X   X   X   X   X   X

Life Settlement Investments

  X   X   X   X   X   X   X   X   X   X

Liquidity Risk Management

  X   X   X   X   X   X   X   X   X   X

Master Limited Partnerships

  X   X   X   X   X   X   X   X   X   X

Merger Transaction Risk

  X   X   X   X   X   X   X   X   X   X

Money Market Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks

  X   X   X   X   X   X   X   X   X   X

Money Market Securities

  X   X   X   X   X   X   X   X   X   X

 

I-6


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Mortgage-Related Securities

  X   X   X   X   X   X   X   X   X   X

Mortgage-Backed Securities

  X   X   X   X   X   X   X   X   X   X

Collateralized Mortgage Obligations (“CMOs”)

  X   X   X   X   X   X   X   X   X   X

Adjustable Rate Mortgage Securities

  X   X   X   X   X   X   X   X   X   X

CMO Residuals

  X   X   X   X   X   X   X   X   X   X

Stripped Mortgage-
Backed Securities

  X   X   X   X   X   X   X   X   X   X

Tiered Index Bonds

  X   X   X   X   X   X   X   X   X   X

TBA Commitments 

  X   X   X   X   X   X   X   X   X   X

Mortgage Dollar Rolls

  X   X   X   X   X   X   X   X   X   X

Net Interest Margin (NIM) Securities

  X   X   X   X   X   X   X   X   X   X

Municipal Investments

  X   X   X   X   X   X   X   X   X   X

Risk Factors and Special Considerations Relating to Municipal Bonds

  X   X   X   X   X   X   X   X   X   X

Description of Municipal Bonds

  X   X   X   X   X   X   X   X   X   X

General Obligation Bonds

  X   X   X   X   X   X   X   X   X   X

Revenue Bonds

  X   X   X   X   X   X   X   X   X   X

Private Activity Bonds (“PABs”)

  X   X   X   X   X   X   X   X   X  

X

Moral Obligation Bonds

  X   X   X   X   X   X   X   X   X   X

 

I-7


Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Municipal Notes

  X   X   X   X   X   X   X   X   X   X

Municipal Commercial Paper

  X   X   X   X   X   X   X   X   X   X

Municipal Lease Obligations

  X   X   X   X   X   X   X   X   X   X

Tender Option Bonds

  X   X   X   X   X   X   X   X   X   X

Yields

  X   X   X   X   X   X   X   X   X   X

Variable Rate Demand Obligations (“VRDOs”) and Participating VRDOs

  X   X   X   X   X   X   X   X   X   X

Transactions in Financial Futures Contracts on Municipal Indexes

  X   X   X   X   X   X   X   X   X   X

Call Rights

  X   X   X   X   X   X   X   X   X   X

Municipal Interest Rate Swap Transactions

  X   X   X   X   X   X   X   X   X   X

Insured Municipal Bonds

  X   X   X   X   X   X   X   X   X   X

Build America Bonds

  X   X   X   X   X   X   X   X   X   X

Tax-Exempt Municipal Investments

  X   X   X   X   X   X   X   X   X   X

Participation Notes

  X   X   X   X   X   X   X   X   X   X

Portfolio Turnover Rates

  X   X   X   X   X   X   X   X   X   X

Preferred Stock

  X   X   X   X   X   X   X   X   X   X

Tax-Exempt Preferred Shares

  X   X   X   X   X   X   X   X   X   X

 

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     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

Trust Preferred Securities

  X   X   X   X   X   X   X   X   X   X

Real Estate Investment Trusts (“REITs”)

  X   X   X   X   X   X   X   X   X   X

Recent Market Events

  X   X   X   X   X   X   X   X   X   X

Reference Rate Replacement Risk

  X   X   X   X   X   X   X   X   X   X

Repurchase Agreements and Purchase and Sale Contracts

  X   X   X   X   X   X   X   X   X   X

Restricted Securities

  X   X   X   X   X   X   X   X   X   X

Reverse Repurchase Agreements

  X   X   X   X   X   X   X   X   X   X

Rights Offerings and Warrants to Purchase

  X   X   X   X   X   X   X   X   X   X

Securities Lending

  X   X   X   X   X   X   X   X   X   X

Short Sales

  X   X   X   X   X   X   X   X   X   X

Special Purpose Acquisition Companies

                                       

Standby Commitment Agreements

  X   X   X   X   X   X   X   X   X   X

Stripped Securities

  X   X   X   X   X   X   X   X   X   X

Structured Notes

  X   X   X   X   X   X   X   X   X   X

Taxability Risk

  X   X   X   X   X   X   X   X   X   X

Temporary Defensive Measures

  X   X   X   X   X   X   X   X   X   X

U.S. Government Obligations

  X   X   X   X   X   X   X   X   X   X

U.S. Treasury Obligations

  X   X   X   X   X   X   X   X   X   X

U.S. Treasury Rolls

  X   X   X   X   X   X   X   X   X   X

Utility Industries

  X   X   X   X   X   X   X   X   X   X

 

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Table of Contents
     BlackRock
LifePath®
ESG Index
Retirement
Fund
  BlackRock
LifePath®
ESG Index
2025
Fund
  BlackRock
LifePath®
ESG Index
2030
Fund
  BlackRock
LifePath®
ESG Index
2035
Fund
  BlackRock
LifePath®
ESG Index
2040
Fund
  BlackRock
LifePath®
ESG Index
2045
Fund
  BlackRock
LifePath®
ESG Index
2050
Fund
  BlackRock
LifePath®
ESG Index
2055
Fund
  BlackRock
LifePath®
ESG Index
2060
Fund
  BlackRock
LifePath®
ESG Index
2065
Fund

When-Issued Securities, Delayed Delivery Securities and Forward Commitments

  X   X   X   X   X   X   X   X   X   X

Yields and Ratings

  X   X   X   X   X   X   X   X   X   X

Zero Coupon Securities

  X   X   X   X   X   X   X   X   X   X

Regulation Regarding Derivatives. The Commodity Futures Trading Commission (“CFTC”) subjects advisers to registered investment companies to regulation by the CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”), or (ii) markets itself as providing investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation by the CFTC if the registered investment company invests in one or more commodity pools. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a “commodity pool” or a vehicle for trading such instruments.

The Funds may have investments in “underlying funds” (and such underlying funds themselves may invest in underlying funds) not advised by BFA (which for purposes of the no-action letter referenced below may include certain securitized vehicles, mortgage real estate investment trusts and/or investment companies that may invest in CFTC Derivatives), and therefore may be viewed by the CFTC as a commodity pool. BFA has no transparency into the holdings of these underlying funds because they are not advised by BFA. To address this issue of lack of transparency, the CFTC staff issued a no-action letter on November 29, 2012 permitting the adviser of a fund that invests in such underlying funds and that would otherwise have filed a claim of exclusion pursuant to Rule 4.5 to delay registration as a “commodity pool operator” until six months from the date on which the CFTC issues additional guidance on the treatment of CFTC Derivatives held by underlying funds. BFA, the adviser of the Funds, has filed a claim with the CFTC for the Funds to rely on this no-action relief. Accordingly, BFA is not subject to registration or regulation as a “commodity pool operator” under the Commodity Exchange Act in respect of the Funds.

 

II.   Investment Restrictions

Each Fund has adopted restrictions and policies relating to the investment of the Fund’s assets and its activities. Certain of the restrictions are fundamental policies of a Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares).

Under these fundamental investment restrictions, each Fund may not:

1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act.

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

3. Issue senior securities to the extent such issuance would violate the Investment Company Act.

4. Purchase or hold real estate, except each Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and each Fund may purchase and hold real estate as a result of the ownership of securities or other instruments.

 

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5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by each Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.

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

7. Make loans to the extent prohibited by the Investment Company Act.

8. Make any investment inconsistent with the Fund’s classification as a diversified company under the Investment Company Act.

Notations Regarding the Funds’ Fundamental Investment Restrictions

The following notations are not considered to be part of each Fund’s fundamental investment restrictions and are subject to change without shareholder approval.

With respect to the fundamental policy relating to concentration set forth in (1) above, the Investment Company Act does not define what constitutes “concentration” in an industry. The Commission staff has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment without limit in the following: securities of the U.S. Government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents. Each foreign government will be considered to be a member of a separate industry. With respect to a Fund’s industry classifications, each Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give broad authority to each Fund as to how to classify issuers within or among industries.

With respect to the fundamental policy relating to borrowing money set forth above, the Investment Company Act permits the Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets include the amounts being borrowed.) In addition, the Fund has received an exemptive order from the SEC permitting it to borrow through the Interfund Lending Program (discussed below), subject to the conditions of the exemptive order. To limit the risks attendant to borrowing, the Investment Company Act requires the Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4 with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the policy.

With respect to the fundamental policy relating to underwriting set forth in (5) above, the Investment Company Act does not prohibit each Fund from engaging in the underwriting business or from underwriting

 

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the securities of other issuers; in fact, in the case of diversified funds, the Investment Company Act permits a fund to have underwriting commitments of up to 25% of its assets under certain circumstances. Those circumstances currently are that the amount of the fund’s underwriting commitments, when added to the value of the fund’s investments in issuers where the fund owns more than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an underwriter under the Securities Act of 1933, as amended (the “Securities Act”). Although it is not believed that the application of the Securities Act provisions described above would cause a Fund to be engaged in the business of underwriting, the policy in (5) above will be interpreted not to prevent a Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities Act or is otherwise engaged in the underwriting business to the extent permitted by applicable law.

With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company Act does not prohibit a fund from making loans (including lending its securities); however, Commission staff interpretations currently prohibit funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of securities transactions, will not be considered loans.

Each Fund is currently classified as a diversified fund under the Investment Company Act. This means that a Fund may not purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than 5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund can invest more than 5% of its assets in one issuer. Under the Investment Company Act, the Funds cannot change their classification from diversified to non-diversified without shareholder approval.

Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each Fund may not:

a. Purchase securities of other investment companies, except to the extent permitted by the Investment Company Act. As a matter of policy, however, each Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).

b. Make short sales of securities or maintain a short position, except to the extent permitted by each Fund’s Prospectus and SAI, as amended from time to time, and applicable law.

Notwithstanding any other investment policy or restriction (whether or not fundamental), the Underlying Funds in which the Funds may invest have adopted certain investment restrictions that may be different from those listed above, thereby permitting the Funds to engage indirectly in investment strategies that are prohibited under the restrictions listed above. The investment restrictions of each Underlying Fund are set forth in its respective statement of additional information.

Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply only at the time that a transaction is undertaken. Any change in the percentage of a Fund’s assets invested in certain securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require the Fund to dispose of an investment until BFA determines that it is practicable to sell or close out the investment without undue market or tax consequences.

 

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III.   Information on Trustees and Officers

The Board consists of twelve individuals (each, a “Trustee”), ten of whom are not “interested persons” of the Trust as defined in the 1940 Act (the “Independent Trustees”). The registered investment companies advised by the Manager or its affiliates (the “BlackRock-advised Funds”) are organized into the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex, and the iShares Complex (each, a “BlackRock Fund Complex”). The Trust is included in the BlackRock Fund Complex referred to as the BlackRock Multi-Asset Complex. The Trustees also oversee as board members the operations of the other open-end registered investment companies included in the BlackRock Multi-Asset Complex.

The Board has overall responsibility for the oversight of the Trust and each Fund. The Chair of the Board is an Independent Trustee, and the Chair of each Board committee (each, a “Committee”) is an Independent Trustee. The Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Ad Hoc Topics Committee. The role of the Chair of the Board is to preside at all meetings of the Board and to act as a liaison with service providers, officers, attorneys and other Trustees generally between meetings. The Chair of each Committee performs a similar role with respect to the Committee. The Chair of the Board or the Chair of a Committee may also perform such other functions as may be delegated by the Board or the Committee from time to time. The Independent Trustees meet regularly outside the presence of Fund management, in executive session or with other service providers to each Fund. The Board has regular meetings five times a year, and may hold special meetings if required before its next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.

The Board has engaged the Manager to manage each Fund on a day-to-day basis. The Board is responsible for overseeing the Manager, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, the Trust’s charter, and each Fund’s investment objective and strategies. The Board reviews, on an ongoing basis, each Fund’s performance, operations and investment strategies and techniques. The Board also conducts reviews of the Manager and its role in running the operations of each Fund.

Day-to-day risk management with respect to each Fund is the responsibility of the Manager or of sub-advisers or other service providers (depending on the nature of the risk), subject to the supervision of the Manager. Each Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Manager and the sub-advisers or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight forms part of the Board’s general oversight of each Fund and is addressed as part of various Board and Committee activities. The Board, directly or through a Committee, also reviews reports from, among others, management, the independent registered public accounting firm for each Fund, sub-advisers and internal auditors for the investment adviser or its affiliates, as appropriate, regarding risks faced by each Fund and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of each Fund’s activities and associated risks. The Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the Trust’s compliance program and reports to the Board regarding compliance matters for the Funds and their service providers. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.

Audit Committee. The members of the Audit Committee (the “Audit Committee”) are Henry R. Keizer (Chair), Neil A. Cotty, Lena G. Goldberg and Kenneth L. Urish, all of whom are Independent Trustees. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for

 

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approval, the selection, retention, termination and compensation of each Fund’s independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) and to oversee the Independent Registered Public Accounting Firm’s work. The Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for each Fund; (3) review the conduct and results of each independent audit of each Fund’s annual financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of each Fund and the internal controls of each Fund and certain service providers; (5) oversee the performance of each Fund’s Independent Registered Public Accounting Firm; (6) review and discuss with management and each Fund’s Independent Registered Public Accounting Firm the performance and findings of each Fund’s internal auditors; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. The Board has adopted a written charter for the Audit Committee. During the fiscal year ended October 31, 2023, the Audit Committee met five times.

Governance and Nominating Committee. The members of the Governance and Nominating Committee (the “Governance Committee”) are Cynthia A. Montgomery (Chair), Susan J. Carter, Collette Chilton and Henry R. Keizer, all of whom are Independent Trustees. The principal responsibilities of the Governance Committee are to (1) identify individuals qualified to serve as Independent Trustees of the Trust and recommend Independent Trustee nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Trustee compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Trustees; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. The Governance Committee may consider nominations for the office of Trustee made by Fund shareholders as it deems appropriate. Fund shareholders who wish to recommend a nominee should send nominations to the Secretary of the Trust that include biographical information and set forth the qualifications of the proposed nominee. The Board has adopted a written charter for the Governance Committee. During the fiscal year ended October 31, 2023, the Governance Committee met nine times.

Compliance Committee. The members of the Compliance Committee (the “Compliance Committee”) are Lena G. Goldberg (Chair), Cynthia A. Montgomery, Donald C. Opatrny, Kenneth L. Urish and Claire A. Walton, all of whom are Independent Trustees. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the Trust, the fund-related activities of BFA and any sub-adviser and the Trust’s third-party service providers. The Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of the Trust and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning the Trust’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding the Trust’s Chief Compliance Officer (the “CCO”), including determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. The Board has adopted a written charter for the Compliance Committee. During the fiscal year ended October 31, 2023, the Compliance Committee met four times.

 

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Performance Oversight Committee. The members of the Performance Oversight Committee (the “Performance Oversight Committee”) are Donald C. Opatrny (Chair), Susan J. Carter, Collette Chilton, Neil A. Cotty and Claire A. Walton, all of whom are Independent Trustees. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon performance objectives and to assist the Independent Trustees in their consideration of investment advisory agreements. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of, each Fund’s investment objective, policies and practices; (2) review information on each Fund’s investment performance; (3) review information on appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of each Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental and non-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. The Board has adopted a written charter for the Performance Oversight Committee. During the fiscal year ended October 31, 2023, the Performance Oversight Committee met four times.

Ad Hoc Topics Committee. The members of the Ad Hoc Topics Committee (the “Ad Hoc Topics Committee”) are Mark Stalnecker (Chair) and Lena G. Goldberg, both of whom are Independent Trustees, and John M. Perlowski, who serves as an interested Trustee. The principal responsibilities of the Ad Hoc Topics Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Ad Hoc Topics Committee by the Board. The Board has adopted a written charter for the Ad Hoc Topics Committee. During the fiscal year ended October 31, 2023, the Ad Hoc Topics Committee met once.

The Governance Committee has adopted a statement of policy that describes the experience, qualifications, skills and attributes that are necessary and desirable for potential Independent Trustee candidates (the “Statement of Policy”). The Board believes that each Independent Trustee satisfied, at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a particular Independent Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Independent Trustees have balanced and diverse experience, skills, attributes and qualifications, which allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders. Among the attributes common to all Independent Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with each Fund’s investment adviser, sub-advisers, other service providers, counsel and the Independent Registered Public Accounting Firm, and to exercise effective business judgment in the performance of their duties as Trustees.

Each Trustee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Trust and the other funds in the BlackRock Fund Complexes (and any predecessor funds), other investment funds, public companies, non-profit entities or other organizations; ongoing commitment to and participation in Board and Committee meetings, as well as his or her leadership of standing and ad hoc committees throughout the years; or other relevant life experiences.

 

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The table below discusses some of the experiences, qualifications and skills of each of the Trustees that support the conclusion that each Trustee should serve on the Board.

 

Trustees

 

Experience, Qualifications and Skills

Independent Trustees  
Susan J. Carter   Susan J. Carter has over 35 years of experience in investment management. She has served as President & Chief Executive Officer of Commonfund Capital, Inc. (“CCI”), a registered investment adviser focused on non-profit investors, from 1997 to 2013, Chief Executive Officer of CCI from 2013 to 2014 and Senior Advisor to CCI in 2015. Ms. Carter also served as trustee to the Pacific Pension Institute from 2014 to 2018, trustee to the Financial Accounting Foundation from 2017 to 2021, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021, Advisory Board Member for Bridges Fund Management from 2016 to 2018, and Advisory Board Member for Girls Who Invest from 2015 to 2018 and Board Member thereof from 2018 to 2022. She currently serves as Member of the President’s Counsel for Commonfund and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”). These positions have provided her with insight and perspective on the markets and the economy.
Collette Chilton   Collette Chilton has over 20 years of experience in investment management. She held the position of Chief Investment Officer of Williams College from October 2006 to June 2023. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy.
Neil A. Cotty   Neil A. Cotty has more than 30 years of experience in the financial services industry, including 19 years at Bank of America Corporation and its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation. Mr. Cotty has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules.
Lena G. Goldberg   Lena G. Goldberg has more than 20 years of business and oversight experience, most recently through her service as a senior lecturer at Harvard Business School. Prior thereto, she held legal and management positions at FMR LLC/Fidelity Investments as well as positions on the boards of various Fidelity subsidiaries over a 12-year period. She has additional corporate governance experience as a member of board and advisory committees for privately held corporations and non-profit organizations. Ms. Goldberg also has more than 17 years of legal experience as an attorney in private practice, including as a partner in a law firm.
Henry R. Keizer   Henry R. Keizer brings over 40 years of executive, financial, operational, strategic and global expertise gained through his 35 year career at KPMG, a global professional services organization and by his service as a director to both publicly and privately held organizations. He has extensive experience with issues facing complex, global companies and expertise in financial reporting, accounting, auditing, risk management, and regulatory affairs for such companies. Mr. Keizer’s experience also includes service as an audit committee chair to both publicly and privately held organizations across numerous industries including professional services, property and casualty reinsurance, insurance, diversified financial services, banking, direct to consumer, business to business and technology. Mr. Keizer is a certified public accountant and also served on the board of the American Institute of Certified Public Accountants. Mr. Keizer has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules.
Cynthia A. Montgomery   Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of certain BlackRock-advised Funds and predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. The Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics.
Donald C. Opatrny   Donald C. Opatrny has more than 40 years of business, oversight and executive experience, including through his service as president, director and investment committee chair for academic and not-for-profit organizations, and his experience as a partner, managing director and advisory director at Goldman Sachs for 32 years. He also has investment management experience as a board member of Athena Capital Advisors LLC.
Mark Stalnecker   Mark Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private and non-profit boards.
Kenneth L. Urish   Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of certain BlackRock-advised Funds and predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm. Mr. Urish has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules.

 

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Trustees

 

Experience, Qualifications and Skills

Claire A. Walton   Claire A. Walton has over 25 years of experience in investment management. She has served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/short non-U.S. equity investments, and was an owner and General Partner of Neon Liberty Capital Management, LLC from 2003 to 2023, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy.
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 Fixed-Income Complex.
John M. Perlowski   John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the 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 Fixed-Income Complex.

Biographical Information

Certain biographical and other information relating to the Trustees of the Trust is set forth below, including their address and year of birth, principal occupations for at least the last five years, length of time served, total number of registered investment companies and investment portfolios overseen in the BlackRock-advised Funds and any currently held public company and other investment company directorships.

 

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        
Mark Stalnecker
1951
  Chair of the Board
(Since 2019) and Trustee (Since 2015)
  Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014.   28 RICs consisting of 164 Portfolios   None

 

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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

Susan J. Carter
1956
  Trustee
(Since 2016)
  Trustee, Financial Accounting Foundation from 2017 to 2021; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021; Director, Pacific Pension Institute from 2014 to 2018; Senior Advisor, CCI (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest from 2015 to 2018 and Board Member thereof from 2018 to 2022; Advisory Board Member, Bridges Fund Management from 2016 to 2018; Practitioner Advisory Board Member, PCRI since 2017; Lecturer in the Practice of Management, Yale School of Management since 2019; Advisor to Finance Committee, Altman Foundation since 2020; Investment Committee Member, Tostan since 2021; Member of the President’s Counsel, Commonfund since 2023.   28 RICs consisting of 164 Portfolios   None
Collette Chilton
1958
  Trustee
(Since 2015)
  Senior advisor, Insignia since 2024; Chief Investment Officer, Williams College from 2006 to 2023; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006; Director, Boys and Girls Club of Boston since 2017; Director, B1 Capital since 2018; Director, David and Lucile Packard Foundation since 2020.   28 RICs consisting of 164 Portfolios   None
Neil A. Cotty
1954
  Trustee
(Since 2016)
  Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002.   28 RICs consisting of 164 Portfolios   None
Lena G. Goldberg
1949
  Trustee
(Since 2019)
  Director, Pioneer Public Interest Law Center since 2023; Director, Charles Stark Draper Laboratory, Inc. from 2013 to 2021; Senior Lecturer, Harvard Business School from 2008 to 2021; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President — Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985.   28 RICs consisting of 164 Portfolios   None
Henry R. Keizer
1956
  Trustee
(Since 2019)
  Director, Park Indemnity Ltd. (captive insurer) from 2010 to 2022.   28 RICs consisting of 164 Portfolios   GrafTech International Ltd. (materials manufacturing); Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems) from 2015 to 2020; Hertz Global Holdings (car rental) from 2015 to 2021.
Cynthia A. Montgomery
1952
  Trustee
(Since 2009)
  Professor, Harvard Business School since 1989.   28 RICs consisting of 164 Portfolios   None

 

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Table of Contents

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

Donald C. Opatrny
1952
  Trustee
(Since 2019)
  Chair of the Board of Phoenix Art Museum since 2022 and Trustee thereof since 2018; Chair of the Investment Committee of The Arizona Community Foundation since 2022 and Trustee thereof since 2020; Director, Athena Capital Advisors LLC (investment management firm) from 2013 to 2020; Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University from 2004 to 2019; Member of Affordable Housing Supply Board of Jackson, Wyoming from 2017 to 2022; Member, Investment Funds Committee, State of Wyoming from 2017 to 2023; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014.   28 RICs consisting of 164 Portfolios   None
Kenneth L. Urish
1951
  Trustee
(Since 2009)
  Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001, Emeritus since 2022; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007; Member, Advisory Board, ESG Competent Boards since 2020.   28 RICs consisting of 164 Portfolios   None
Claire A. Walton
1957
  Trustee
(Since 2016)
  Advisory Board Member, Grossman School of Business at the University of Vermony since 2023; Advisory Board Member, Scientific Financial Systems since 2022; General Partner of Neon Liberty Capital Management, LLC from 2003 to 2023; Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; Director, Boston Hedge Fund Group from 2009 to 2018; Director, Massachusetts Council on Economic Education from 2013 to 2015; Director, Woodstock Ski Runners from 2013 to 2022.   28 RICs consisting of 164 Portfolios   None
Interested Trustees4        
Robert Fairbairn
1965
  Trustee
(Since 2018)
  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.   96 RICs consisting of 265 Portfolios   None
John M. Perlowski5
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.   98 RICs consisting of 267 Portfolios   None

1    The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.

 

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2    Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.
3    In connection with the acquisition of Barclays Global Investors by BlackRock, Inc. in December 2009, certain Independent Trustees were elected to the Board. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds as follows: Cynthia A. Montgomery, 1994; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015.
4    Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 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 Fixed-Income Complex.
5    Mr. Perlowski is also a trustee of the BlackRock Credit Strategies Fund and BlackRock Private Investments Fund.

Certain biographical and other information relating to the officers of the Trust who are not Trustees is set forth below, including their address and year of birth, principal occupations for at least the last five years and length of time served.

 

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  

Roland Villacorta

1971

  Vice President
(Since 2022)
  Managing Director of BlackRock, Inc. since 2022; Head of Global Cash Management and Head of Securities Lending within BlackRock’s Portfolio Management Group since 2022; Member of BlackRock’s Global Operating Committee since 2022; Head of Portfolio Management in BlackRock’s Financial Markets Advisory Group within BlackRock Solutions from 2008 to 2015; Co-Head of BlackRock Solutions’ Portfolio Analytics Group; previously Mr. Villacorta was Co-Head of Fixed Income within BlackRock’s Risk & Quantitative Analysis Group.
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 2009)
  Managing Director of BlackRock, Inc. since 2007.
Aaron Wasserman
1974
  Chief Compliance Officer
(Since 2023)
  Managing Director of BlackRock, Inc. since 2018; Chief Compliance Officer of the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex since 2023; Deputy Chief Compliance Officer for the BlackRock-advised funds in the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex from 2014 to 2023.
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.
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.

 

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Share Ownership

Information relating to each Trustee’s share ownership in all BlackRock-advised Funds that are currently overseen by the respective Trustee (“Supervised Funds”) as of December 31, 2023 is set forth in the chart below. Amounts shown may include shares as to which a Trustee has indirect beneficial ownership, such as through participation in certain family accounts, 529 college savings plan interests, or similar arrangements where the Trustee has beneficial economic interest but not a direct ownership interest.

 

Name

    

Dollar
Range of Equity
Securities in the
Funds

    

Aggregate Dollar
Range of Equity
Securities in
Supervised Funds

Independent Trustees:          

Susan J. Carter

      None      Over $100,000

Collette Chilton

      None      Over $100,000

Neil A. Cotty

      None      Over $100,000

Lena G. Goldberg

      None      Over $100,000

Henry R. Keizer

      None      Over $100,000

Cynthia A. Montgomery

      None      Over $100,000

Donald C. Opatrny

      None      Over $100,000

Mark Stalnecker

      None      Over $100,000

Kenneth L. Urish

      None      Over $100,000

Claire A. Walton

      None      Over $100,000
Interested Trustees:          

Robert Fairbairn

          Over $100,000

John M. Perlowski

      None      Over $100,000

As of February 6, 2024, the Trustees and officers of the Trust as a group directly or indirectly beneficially owned an aggregate of less than 1% of any class of the outstanding shares of each Fund. As of December 31, 2023, none of the Independent Trustees of the Trust or their immediate family members owned beneficially or of record any securities of each Fund’s investment adviser, principal underwriter, or any person directly or indirectly controlling, controlled by, or under common control with such entities.

Compensation of Trustees

Each Trustee who is an Independent Trustee is paid as compensation an annual retainer of $335,000 per year for his or her services as a board member of the BlackRock-advised Funds in the BlackRock Multi-Asset Complex, including the Trust, and a $20,000 board meeting fee to be paid for each in-person board meeting attended (and may receive a board meeting fee for telephonic attendance at board meetings), for up to five board meetings held in a calendar year (compensation for meetings in excess of this number to be determined on a case-by-case basis), together with out-of-pocket expenses in accordance with a board policy on travel and other business expenses relating to attendance at meetings. The Chairs of the Audit Committee, Compliance Committee, Governance Committee and Performance Committee are paid as compensation an additional annual retainer of $45,000, respectively. The Chair of the Boards is paid an additional annual retainer of $150,000.

The following table sets forth the compensation the Trust, on behalf of the Funds, paid to the Trustees for the fiscal year ending October 31, 2023 and the aggregate compensation paid to them by all BlackRock-advised Funds for the calendar year ended December 31, 2023.

 

Name

  Compensation
from LifePath®
ESG Index
Retirement
Fund
  Compensation
from LifePath®
ESG Index
2025 Fund
  Compensation
from LifePath®
ESG Index
2030 Fund
  Compensation
from LifePath®
ESG Index
2035 Fund
  Compensation
from LifePath®
ESG Index
2040 Fund
  Compensation
from LifePath®
ESG Index
2045 Fund
Independent Trustees:            

Susan J. Carter

  $623   $623   $624   $623   $624   $624

Collette Chilton

  $623   $623   $624   $623   $624   $624

 

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Table of Contents

Name

  Compensation
from LifePath®
ESG Index
Retirement
Fund
  Compensation
from LifePath®
ESG Index
2025 Fund
  Compensation
from LifePath®
ESG Index
2030 Fund
  Compensation
from LifePath®
ESG Index
2035 Fund
  Compensation
from LifePath®
ESG Index
2040 Fund
  Compensation
from LifePath®
ESG Index
2045 Fund

Neil A. Cotty

   $623   $623   $624   $623   $624   $624

Lena G. Goldberg2

   $623   $624   $624   $624   $624   $624

Henry R. Keizer3

   $623   $624   $624   $624   $624   $624

Cynthia A. Montgomery4

   $623   $624   $624   $624   $624   $624

Donald C. Opatrny5

   $623   $624   $624   $624   $624   $624

Joseph P. Platt6

   $117   $117   $117   $117   $117   $117

Mark Stalnecker7

   $624   $624   $625   $624   $625   $625

Kenneth L. Urish

   $623   $623   $624   $623   $624   $624

Claire A. Walton

   $623   $623   $624   $623   $624   $624
Interested Trustees:            

Robert Fairbairn

   None   None   None   None   None   None

John M. Perlowski

   None   None   None   None   None   None

 

Name

  Compensation
from LifePath®
ESG Index
2050 Fund
  Compensation
from LifePath®
ESG Index
2055 Fund
  Compensation
from LifePath®
ESG Index
2060 Fund
  Compensation
from LifePath®
ESG Index
2065 Fund
  Estimated Annual
Benefits upon
Retirement
  Aggregate
Compensation from
the Funds and
Other BlackRock-
Advised Funds1
Independent Trustees:            

Susan J. Carter

   $624   $623   $624   $623   None   $425,000

Collette Chilton

   $624   $623   $624   $623   None   $425,000

Neil A. Cotty

   $624   $623   $624   $623   None   $425,000

Lena G. Goldberg2

   $625   $624   $624   $623   None   $470,000

Henry R. Keizer3

   $625   $624   $624   $623   None   $470,000

Cynthia A. Montgomery4

   $625   $624   $624   $623   None   $470,000

Donald C. Opatrny5

   $625   $624   $624   $623   None   $470,000

Joseph P. Platt6

   $117   $117   $117   $117   None   None

Mark Stalnecker7

   $625   $624   $625   $624   None   $575,000

Kenneth L. Urish

   $624   $623   $624   $623   None   $425,000

Claire A. Walton

   $624   $623   $624   $623   None   $425,000
Interested Trustees:            

Robert Fairbairn

   None   None   None   None   None   None

John M. Perlowski

   None   None   None   None   None   None

1    For the number of BlackRock-advised Funds from which each Trustee receives compensation, see “Biographical Information” beginning on page I-17.
2    Chair of the Compliance Committee.
3   Chair of the Audit Committee.
4   Chair of the Governance Committee.
5   Chair of the Performance Oversight Committee.
6    Mr. Platt retired as Trustee of the Trust effective December 31, 2022.
7   Chair of the Board and Chair of the Ad Hoc Topics Committee.

 

IV.   Management, Advisory and Other Service Arrangements

Investment Adviser

BFA provides investment advisory services to each Fund pursuant to an investment advisory contract (the “Advisory Contract”) with the Trust. Pursuant to the Advisory Contract, BFA furnishes to the Board periodic reports on the investment strategy and performance of each Fund.

BFA is an indirect wholly-owned subsidiary of BlackRock, Inc.

 

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Table of Contents

The Advisory Contract is subject to annual approval by (i) the Board or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of a Fund, provided that in either event the continuance also is approved by a majority of Independent Trustees of the Trust, by a vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Contract is terminable without penalty on 60 days’ written notice by either party. The Advisory Contract will terminate automatically, as to each Fund, in the event of its assignment (as defined in the 1940 Act).

BFA is entitled to receive monthly fees at the annual rate of 0.05% of the average daily net assets of each Fund.

BFA has contractually agreed to waive its management fees by the amount of investment advisory fees each Fund pays to BFA indirectly through its investment in money market funds managed by BFA or its affiliates, through June 30, 2025.

BFA and BAL have contractually agreed to reimburse each Fund for Acquired Fund Fees and Expenses up to a maximum amount equal to the combined management fee and administration fee of each share class through June 30, 2025.

The fees and expenses of the Independent Trustees, counsel to the Independent Trustees and the independent registered public accounting firm that provides audit services in connection with the Funds (collectively referred to as the “Independent Expenses”) are paid directly by the Funds. Each of BAL and BFA has contractually undertaken, through June 30, 2034, to reimburse or provide an offsetting credit to each Fund for such Independent Expenses.

Set forth below are the management fees paid by each Fund to the Manager and the management fees waived and/or expenses reimbursed by the Manager, for the periods indicated.

 

       For the Fiscal Year Ended October 31, 2023

Fund

     Paid to the
Manager
     Waived by
the Manager
     Reimbursed by
the Manager
LifePath® ESG Index Retirement Fund      $1,231      $1,231      $20,606
LifePath® ESG Index 2025 Fund      $1,336      $1,336      $20,457
LifePath® ESG Index 2030 Fund      $1,688      $1,688      $20,342
LifePath® ESG Index 2035 Fund      $1,449      $1,449      $21,139
LifePath® ESG Index 2040 Fund      $1,937      $1,937      $21,112
LifePath® ESG Index 2045 Fund      $1,976      $1,976      $21,248
LifePath® ESG Index 2050 Fund      $2,136      $2,136      $21,581
LifePath® ESG Index 2055 Fund      $1,491      $1,491      $21,867
LifePath® ESG Index 2060 Fund      $1,710      $1,710      $21,654
LifePath® ESG Index 2065 Fund      $1,216      $1,216      $21,886

 

       For the Fiscal Year Ended October 31, 2022

Fund

     Paid to the
Manager
     Waived by
the Manager
     Reimbursed by
the Manager
LifePath® ESG Index Retirement Fund      $1,039      $1,039      $20,716
LifePath® ESG Index 2025 Fund      $1,362      $1,362      $20,338
LifePath® ESG Index 2030 Fund      $1,608      $1,608      $20,225
LifePath® ESG Index 2035 Fund      $1,197      $1,197      $21,289
LifePath® ESG Index 2040 Fund      $1,340      $1,340      $21,477
LifePath® ESG Index 2045 Fund      $1,521      $1,521      $21,677
LifePath® ESG Index 2050 Fund      $1,485      $1,485      $21,837
LifePath® ESG Index 2055 Fund      $1,281      $1,281      $21,898
LifePath® ESG Index 2060 Fund      $1,392      $1,392      $21,810
LifePath® ESG Index 2065 Fund      $1,190      $1,190      $21,892

 

I-23


Table of Contents
       For the Fiscal Year Ended October 31, 2021

Fund

     Paid to the
Manager
     Waived by
the Manager
     Reimbursed by
the Manager
LifePath® ESG Index Retirement Fund      $1,082      $1,082      $22,288
LifePath® ESG Index 2025 Fund      $1,309      $1,309      $22,226
LifePath® ESG Index 2030 Fund      $1,505      $1,505      $22,327
LifePath® ESG Index 2035 Fund      $1,177      $1,177      $23,173
LifePath® ESG Index 2040 Fund      $1,217      $1,217      $23,466
LifePath® ESG Index 2045 Fund      $1,247      $1,247      $23,664
LifePath® ESG Index 2050 Fund      $1,239      $1,239      $23,694
LifePath® ESG Index 2055 Fund      $1,223      $1,223      $23,711
LifePath® ESG Index 2060 Fund      $1,262      $1,262      $23,670
LifePath® ESG Index 2065 Fund      $1,225      $1,225      $23,710

Underlying Funds. BFA or its affiliate serves as investment adviser to the Underlying Funds. Each Fund, as a shareholder of the Underlying Funds, bears a pro rata share of the Underlying Funds’ management fees, which are based on aggregate net assets, as listed in the chart below, and other expenses. As discussed above, BFA and BAL have contractually agreed to reimburse each Fund for Acquired Fund Fees and Expenses up to a maximum amount equal to the combined management fee and administration fee of each share class through June 30, 2025.

Please note that the list of Underlying Funds below is as of February 20, 2024, but BFA may, at its discretion, add, eliminate or replace Underlying Funds at any time without notice to shareholders.

 

Underlying Fund

   Advisory Fee
iShares Developed Real Estate Index Fund    0.12%
iShares ESG Aware MSCI EAFE ETF    0.20%
iShares ESG Aware MSCI EM ETF    0.25%
iShares ESG Aware MSCI USA ETF    0.15%
iShares ESG Aware MSCI USA Small-Cap ETF    0.17%
iShares MSCI Canada ETF    0.50%1
iShares MSCI EAFE Small-Cap ETF    0.39%2
iShares MSCI Emerging Markets Small-Cap ETF    0.70%3
iShares ESG Aware U.S. Aggregate Bond ETF    0.10%
iShares TIPS Bond ETF    0.19%4
BlackRock Cash Funds: Treasury    0.07%5

1    For its investment advisory services to iShares MSCI Canada ETF, BFA is paid a management fee from iShares MSCI Canada ETF corresponding to its allocable portion of an aggregate management fee calculated based on the aggregate average daily net assets of the following iShares funds: iShares MSCI Australia ETF, iShares MSCI Austria ETF, iShares MSCI Belgium ETF, iShares MSCI Canada ETF, iShares MSCI Eurozone ETF, iShares MSCI France ETF, iShares MSCI Germany ETF, iShares MSCI Hong Kong ETF, iShares MSCI Ireland ETF, iShares MSCI Italy ETF, iShares MSCI Japan ETF, iShares MSCI Japan Small-Cap ETF, iShares MSCI Malaysia ETF, iShares MSCI Mexico ETF, iShares MSCI Netherlands ETF, iShares MSCI New Zealand ETF, iShares MSCI Singapore ETF, iShares MSCI Spain ETF, iShares MSCI Sweden ETF, iShares MSCI Switzerland ETF and iShares MSCI United Kingdom ETF (the “Combined Funds”). The aggregate management fee for iShares MSCI Canada ETF is calculated as follows: 0.59% per annum of the aggregate net assets less than or equal to $7.0 billion, plus 0.54% per annum of the aggregate net assets over $7.0 billion, up to and including $11.0 billion, plus 0.49% per annum of the aggregate net assets over $11.0 billion, up to and including $24.0 billion, plus 0.44% per annum of the aggregate net assets over $24.0 billion, up to and including $48.0 billion, plus 0.40% per annum of the aggregate net assets over $48.0 billion, up to and including $72.0 billion, plus 0.36% per annum of the aggregate net assets over $72.0 billion, up to and including $96.0 billion, plus 0.32% per annum of the aggregate net assets in excess of $96.0 billion. Based on the assets of the Combined Funds, for the fiscal year ended August 31, 2023, for its investment advisory services to iShares MSCI Canada ETF, BFA was paid a management fee from iShares MSCI Canada ETF, as a percentage of iShares MSCI Canada ETF’s average daily net assets, at the annual rate of 0.50%.
2   

For its investment advisory services to the iShares MSCI EAFE Small-Cap ETF, BFA is paid a management fee from the Fund calculated based on the aggregate average daily net assets of the following iShares funds: iShares Europe ETF, iShares International Select Dividend ETF and iShares MSCI EAFE Small-Cap ETF (the Combined Funds”). The management fee for iShares MSCI EAFE Small-Cap ETF equals the ratio of the Fund’s net assets over the aggregate net assets of the above iShares funds multiplied by the amount calculated as follows: 0.4000% per annum of the aggregate net assets less than or equal to $12 billion, plus 0.3800% per annum of the aggregate net assets over $12 billion, up to and including $18 billion, plus

 

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  0.3610% per annum of the aggregate net assets over $18 billion, up to and including $24 billion, plus 0.3430% per annum of the aggregate net assets over $24 billion, up to and including $30 billion, plus 0.3259% per annum of the aggregate net assets in excess of $30 billion. Based on the assets of the Combined Funds, for the fiscal year ended July 31, 2023, for its investment advisory services to iShares MSCI EAFE Small-Cap ETF, BFA was paid a management fee from iShares MSCI EAFE Small-Cap ETF, as a percentage of iShares MSCI EAFE Small-Cap ETF’s average daily net assets, at the annual rate of 0.39%.
3   For its investment advisory services to iShares MSCI Emerging Markets Small-Cap ETF, BFA is paid a management fee from iShares MSCI Emerging Markets Small-Cap ETF corresponding to iShares MSCI Emerging Markets Small-Cap ETF’s allocable portion of an aggregate management fee calculated based on the aggregate average daily net assets of the following iShares funds: iShares MSCI All Country Asia ex Japan ETF, iShares MSCI BIC ETF, iShares MSCI Emerging Markets ETF, iShares MSCI Emerging Markets Min Vol Factor ETF and iShares MSCI Emerging Markets Small-Cap ETF. The aggregate management fee is calculated as follows: 0.75% per annum of the aggregate net assets less than or equal to $14.0 billion, plus 0.68% per annum of the aggregate net assets over $14.0 billion, up to and including $28.0 billion, plus 0.61% per annum of the aggregate net assets over $28.0 billion, up to and including $42.0 billion, plus 0.54% per annum of the aggregate net assets over $42.0 billion, up to and including $56.0 billion, plus 0.47% per annum of the aggregate net assets over $56.0 billion, up to and including $70.0 billion, plus 0.41% per annum of the aggregate net assets over $70.0 billion, up to and including $84.0 billion, plus 0.35% per annum of the aggregate net assets in excess of $84.0 billion. Based on the assets of the iShares funds listed above as of August 31, 2023, for its investment advisory services to iShares MSCI Emerging Markets Small-Cap ETF, BFA was paid a management fee from iShares MSCI Emerging Markets Small-Cap ETF, as a percentage of iShares MSCI Emerging Markets Small-Cap ETF’s average daily net assets, at the annual rate of 0.70%.
4    For its investment advisory services to iShares TIPS Bond ETF, BFA is paid a management fee from iShares TIPS Bond ETF calculated based on the aggregate average daily net assets of the following iShares funds: iShares 1-5 Year Investment Grade Corporate Bond ETF, iShares 5-10 Year Investment Grade Corporate Bond ETF, iShares 10+ Year Investment Grade Corporate Bond ETF, iShares Biotechnology ETF, iShares Cohen & Steers REIT ETF, iShares iBoxx $ Investment Grade Corporate Bond ETF, iShares MBS ETF, iShares Russell 1000 Growth ETF, iShares Russell 1000 Value ETF, iShares Russell Mid-Cap ETF, iShares Russell Mid-Cap Growth ETF, iShares Russell Mid-Cap Value ETF, iShares S&P Mid-Cap 400 Growth ETF and iShares TIPS Bond ETF. The aggregate management fee is calculated as follows: 0.2000% per annum of the aggregate net assets less than or equal to $121 billion, plus 0.1900% per annum of the aggregate net assets over $121 billion, up to and including $181 billion, plus 0.1805% per annum of the aggregate net assets over $181 billion, up to and including $231 billion, plus 0.1715% per annum of the aggregate net assets over $231 billion, up to and including $281 billion, plus 0.1630% per annum of the aggregate net assets in excess of $281 billion. Based on the assets of the iShares funds listed above, as of October 31, 2022, for its investment advisory services to iShares TIPS Bond ETF, BFA was paid a management fee from iShares TIPS Bond ETF, as a percentage of iShares TIPS Bond ETF’s average daily net assets, at the annual rate of 0.19%.
5    The management fee for BlackRock Cash Funds: Treasury is 0.10%; however BFA has contractually agreed to waive a portion of its management fee for BlackRock Cash Funds: Treasury through June 30, 2024. After giving effect to such contractual waiver, the management fee for BlackRock Cash Funds: Treasury will be 0.07%.

Administrator

The Trust has engaged BlackRock Advisors, LLC (previously defined as “BAL”) to provide certain administration services to the Funds. BAL and its affiliates provide the Funds with administration services, including management reporting and treasury administration services, financial reporting, legal and tax services, and supervision of the Funds’ administrative operations, preparation of proxy statements and shareholder reports. BAL is entitled to receive an annual administration fee of 0.20% of average daily net assets of Investor A Shares and Institutional Shares of each Fund and 0.15% of average daily net assets of Class K Shares of each Fund for providing administrative services.

BFA and BAL have contractually agreed to reimburse each Fund for Acquired Fund Fees and Expenses up to a maximum amount equal to the combined management fee and administration fee of each share class through June 30, 2025.

The Independent Expenses are paid directly by the Funds. Each of BAL and BFA has contractually undertaken, through June 30, 2034, to reimburse or provide an offsetting credit to each Fund for such Independent Expenses.

 

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For the periods indicated, each Fund paid to BAL administration fees, and BAL waived administration fees and/or reimbursed expenses, as follows:

 

       For the Fiscal Year Ended October 31, 2023

Fund

     Paid to the Administrator      Reimbursed by the Administrator
LifePath® ESG Index Retirement Fund      $3,817      $3,817
LifePath® ESG Index 2025 Fund      $4,319      $4,319
LifePath® ESG Index 2030 Fund      $5,509      $5,509
LifePath® ESG Index 2035 Fund      $4,515      $4,515
LifePath® ESG Index 2040 Fund      $6,087      $6,087
LifePath® ESG Index 2045 Fund      $6,373      $6,373
LifePath® ESG Index 2050 Fund      $6,689      $6,689
LifePath® ESG Index 2055 Fund      $4,627      $4,627
LifePath® ESG Index 2060 Fund      $5,479      $5,479
LifePath® ESG Index 2065 Fund      $3,816      $3,816

 

       For the Fiscal Year Ended October 31, 2022

Fund

     Paid to the Administrator      Reimbursed by the Administrator
LifePath® ESG Index Retirement Fund      $3,235      $3,235
LifePath® ESG Index 2025 Fund      $4,481      $4,481
LifePath® ESG Index 2030 Fund      $5,460      $5,460
LifePath® ESG Index 2035 Fund      $3,745      $3,745
LifePath® ESG Index 2040 Fund      $4,252      $4,252
LifePath® ESG Index 2045 Fund      $4,894      $4,894
LifePath® ESG Index 2050 Fund      $4,644      $4,644
LifePath® ESG Index 2055 Fund      $3,976      $3,976
LifePath® ESG Index 2060 Fund      $4,402      $4,402
LifePath® ESG Index 2065 Fund      $3,706      $3,706

 

       For the Fiscal Year Ended October 31, 2021

Fund

     Paid to the Administrator      Reimbursed by the Administrator
LifePath® ESG Index Retirement Fund      $3,368      $3,368
LifePath® ESG Index 2025 Fund      $4,242      $4,242
LifePath® ESG Index 2030 Fund      $4,999      $4,999
LifePath® ESG Index 2035 Fund      $3,664      $3,664
LifePath® ESG Index 2040 Fund      $3,800      $3,800
LifePath® ESG Index 2045 Fund      $3,902      $3,902
LifePath® ESG Index 2050 Fund      $3,859      $3,859
LifePath® ESG Index 2055 Fund      $3,796      $3,796
LifePath® ESG Index 2060 Fund      $3,952      $3,952
LifePath® ESG Index 2065 Fund      $3,804      $3,804

In addition, pursuant to a Shareholders’ Administrative Services Agreement, BAL provides certain shareholder liaison services in connection with the Trust’s investor service center. The Trust, on behalf of the Funds, reimburses BAL for its costs in maintaining the service center, which costs include, among other things, employee salaries, leasehold expenses, and other out-of-pocket expenses.

As of the date of this SAI, the Trust, on behalf of the Funds, has not reimbursed BAL for shareholder liaison services.

Information Regarding the Portfolio Managers

Chris Chung, CFA, Lisa O’Connor, CFA, Greg Savage, CFA, and Paul Whitehead, the portfolio managers, are jointly and primarily responsible for the day-to-day management of each Fund’s portfolio.

 

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Other Funds and Accounts Managed

The following table sets forth information about the funds and accounts other than the Funds, as applicable, for which the portfolio managers are primarily responsible for the day-to-day portfolio management as of October 31, 2023.

BlackRock LifePath® ESG Index Retirement Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2025 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2030 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.17 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

 

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BlackRock LifePath® ESG Index 2035 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2040 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.17 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2045 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

 

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BlackRock LifePath® ESG Index 2050 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2055 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

BlackRock LifePath® ESG Index 2060 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

 

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BlackRock LifePath® ESG Index 2065 Fund

 

     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
Greg Savage, CFA    293    84    4    0    0    0
   $1.77 Trillion    $8.12 Billion    $751.3 Million    $0    $0    $0
Paul Whitehead    365    342    135    0    0    1
   $1.91 Trillion    $908.4 Billion    $561.5 Billion    $0    $0    $2.35 Billion
Chris Chung, CFA    29    11    0    0    0    0
   $62.18 Billion    $856.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $64.43 Billion    $0    $0    $0    $0    $0

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of October 31, 2023.

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.

Discretionary Incentive Compensation — Messrs. Savage and Whitehead. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to pre-determined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income and multi-asset class funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5-year periods, as applicable. Performance of index funds is based on the performance of such funds relative to pre-determined tolerance bands around a benchmark, as applicable. The performance of Messrs. Savage and Whitehead is not measured against a specific benchmark.

Discretionary Incentive Compensation — Mr. Chung and Ms. O’Connor. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other

 

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accounts managed by each portfolio manager relative to the various benchmarks. Performance is generally assessed over trailing 1-,3-, and 5-year periods relative to applicable benchmarks. The relative benchmarks for these portfolio managers are:

 

Portfolio Manager

  

Benchmarks

Chris Chung, CFA    A combination of market-based indices (Russell 1000, MSCI All-Country World, Bloomberg U.S. Aggregate Bond Index), certain customized indices and certain fund industry peer groups.
Lisa O’Connor, CFA    A combination of market-based indices (Russell 1000, MSCI All-Country World, Bloomberg U.S. Aggregate Bond Index) and certain customized indices.

Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of these Funds have deferred BlackRock, Inc. stock awards.

For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (“RSP”), and the BlackRock Employee Stock Purchase Plan (“ESPP”). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3–5% of eligible compensation up to the Internal Revenue Service limit ($330,000 for 2023). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

Portfolio Manager Beneficial Ownership

As of October 31, 2023, the portfolio managers beneficially owned no interests in any of the Funds for which they are primarily responsible for the day-to-day management.

 

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Portfolio Manager Potential Material Conflicts of Interest

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Funds, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to a Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to a Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to a Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a Fund. It should also be noted that a portfolio manager may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of these Funds are not entitled to receive a portion of incentive fees of other accounts.

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

Accounting Services

State Street Bank and Trust Company (“State Street”), serves as the accounting services provider for the Funds. State Street maintains the books of account and other financial records (other than those maintained by the Funds’ custodian); records general ledger entries; calculates daily net income; reconciles activity to the trial balance; calculates and publishes daily net asset value; prepares account balances; and provides such other accounting services as may be required. In connection with its accounting services, State Street also provides certain administration services.

The table below shows the amount paid by the Funds to State Street for accounting services for the periods shown.

 

Fund

  For the fiscal year ended
October 31, 2023
    For the fiscal year ended
October 31, 2022
    For the fiscal year ended
October 31, 2021
 

LifePath® ESG Index Retirement Fund

    $5,223       $8,572       $9,575  

LifePath® ESG Index 2025 Fund

    $5,600       $8,917       $9,748  

LifePath® ESG Index 2030 Fund

    $6,324       $8,731       $9,727  

LifePath® ESG Index 2035 Fund

    $7,245       $9,015       $9,702  

LifePath® ESG Index 2040 Fund

    $7,307       $9,486       $9,782  

LifePath® ESG Index 2045 Fund

    $7,136       $9,790       $10,151  

 

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Fund

  For the fiscal year ended
October 31, 2023
    For the fiscal year ended
October 31, 2022
    For the fiscal year ended
October 31, 2021
 

LifePath® ESG Index 2050 Fund

    $7,827       $9,708       $9,816  

LifePath® ESG Index 2055 Fund

    $6,881       $9,265       $9,663  

LifePath® ESG Index 2060 Fund

    $7,723       $9,917       $10,129  

LifePath® ESG Index 2065 Fund

    $6,320       $8,768       $9,624  

Custodian

State Street, which has its principal place of business at One Congress Street, Suite 1, Boston, Massachusetts 02114-2016, is the custodian for each Fund. The custodian, among other responsibilities, maintains a custody account or accounts in the name of each Fund, receives and delivers all assets for each Fund upon purchase and upon sale or maturity, and collects and receives all income and other payments and distributions on account of the assets of each Fund.

Transfer and Dividend Disbursing Agent

BNY Mellon Investment Servicing (US) Inc., which has its principal place of business at 301 Bellevue Parkway, Wilmington, Delaware 19809, acts as each Fund’s transfer and dividend disbursing agent.

Credit Agreement

The Trust, on behalf of each Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.5 billion credit agreement with a group of lenders, which facility terminates on April 11, 2024, unless otherwise extended or renewed (the “Credit Agreement”). Excluding commitments designated for certain Participating Funds, the Participating Funds, including each Fund, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the Credit Agreement. Each Fund may borrow under the Credit Agreement to meet shareholder redemptions and for other lawful purposes. However, each Fund may not borrow under the Credit Agreement for leverage. Each Fund may borrow up to the maximum amount allowable under its current Prospectuses and SAI, subject to various other legal, regulatory or contractual limits. Borrowing results in interest expense and other fees and expenses for a Fund which may impact the Fund’s net expenses. The costs of borrowing may reduce a Fund’s return. Each Fund is charged its pro rata share of upfront fees and commitment fees on the aggregate commitment amount based on its net assets. If a Fund borrows pursuant to the Credit Agreement, the Fund will be charged interest at a variable rate.

 

V.   Information on Distribution Related Expenses

BlackRock Investments, LLC (“BRIL”) is the distributor for the Funds’ shares. BRIL is a registered broker-dealer located at 50 Hudson Yards, New York, New York 10001.

The Trust has entered into a distribution agreement with BRIL in connection with the continuous offering of shares of the Funds.

The Trust, on behalf of each Fund, has adopted a Distribution Plan for Investor A Shares pursuant to Rule 12b-1 under the 1940 Act (the “Plan”) pursuant to which the Investor A Shares of each Fund pay the Distributor an ongoing service fee, accrued daily and paid monthly, at the annual rate of 0.25% of the average daily net assets attributable to such shares. The Independent Trustees believe that there is reasonable likelihood that the Plan will benefit each Fund and its Investor A Shares.

The table below provides information for the fiscal year ended October 31, 2023 about the distribution and/or service fees each Fund paid to BRIL pursuant to the Funds’ Distribution and Service Plan. A portion of the fees collected by BRIL were paid to affiliates, for providing shareholder servicing activities for Investor A Shares.

 

Investor A

     Paid to BRIL
BlackRock LifePath® ESG Index Retirement Fund      $391
BlackRock LifePath® ESG Index 2025 Fund      $1,306

 

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Investor A

     Paid to BRIL
BlackRock LifePath® ESG Index 2030 Fund      $1,949
BlackRock LifePath® ESG Index 2035 Fund      $474
BlackRock LifePath® ESG Index 2040 Fund      $632
BlackRock LifePath® ESG Index 2045 Fund      $1,907
BlackRock LifePath® ESG Index 2050 Fund      $1,078
BlackRock LifePath® ESG Index 2055 Fund      $431
BlackRock LifePath® ESG Index 2060 Fund      $1,230
BlackRock LifePath® ESG Index 2065 Fund      $551

 

VI.   Computation of Offering Price Per Share

The offering price for each Fund’s share classes is equal to the share class’ net asset value computed by dividing the value of the share class’ net assets by the number of shares outstanding. For more information on the purchase and valuation of shares, see “Purchase of Shares” and “Pricing of Shares” in Part II of this SAI. For more information on the purchasing and valuation of shares, please see “Purchase of Shares” and “Pricing of Shares” in Part II of this SAI.

 

VII.   Portfolio Transactions and Brokerage

See “Portfolio Transactions and Brokerage” in Part II of this SAI for more information.

For the periods shown below, the Funds paid the following brokerage commissions:

 

Fund

     Fiscal Year
Ended
October 31, 2023
     Fiscal Year
Ended
October 31, 2022
     Fiscal Year
Ended
October 31, 2021
BlackRock LifePath® ESG Index Retirement Fund      $222      $102      $55
BlackRock LifePath® ESG Index 2025 Fund      $273      $157      $129
BlackRock LifePath® ESG Index 2030 Fund      $766      $135      $171
BlackRock LifePath® ESG Index 2035 Fund      $197      $110      $63
BlackRock LifePath® ESG Index 2040 Fund      $1,030      $156      $75
BlackRock LifePath® ESG Index 2045 Fund      $235      $246      $74
BlackRock LifePath® ESG Index 2050 Fund      $293      $253      $52
BlackRock LifePath® ESG Index 2055 Fund      $165      $157      $50
BlackRock LifePath® ESG Index 2060 Fund      $243      $193      $69
BlackRock LifePath® ESG Index 2065 Fund      $148      $100      $55

None of the Funds owned securities of their “regular brokers or dealers” (as defined in Rule 10b-1 under the 1940 Act) or their parents as of October 31, 2023, whose shares were purchased during the fiscal year ended October 31, 2023.

The following table shows the dollar amount of brokerage commissions paid to brokers for providing Section 28(e) research/brokerage services under Section 28(e) of the Securities Exchange Act of 1934, as amended, and the approximate dollar amount of the transactions involved for the fiscal year ended October 31, 2023. The provision of Section 28(e) research/brokerage services was not necessarily a factor in the placement of all brokerage business with such brokers.

 

Fund

     Amount of
Commissions
Paid to Brokers for
Providing 28(e)
Eligible
Research Services
     Amount of Brokerage
Transactions Involved
BlackRock LifePath® ESG Index Retirement Fund      $0      $0 
BlackRock LifePath® ESG Index 2025 Fund       $0      $0 
BlackRock LifePath® ESG Index 2030 Fund       $0      $0 

 

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Fund

     Amount of
Commissions
Paid to Brokers for
Providing 28(e)
Eligible
Research Services
     Amount of Brokerage
Transactions Involved
BlackRock LifePath® ESG Index 2035 Fund       $0      $0 
BlackRock LifePath® ESG Index 2040 Fund       $0      $0 
BlackRock LifePath® ESG Index 2045 Fund       $0      $0 
BlackRock LifePath® ESG Index 2050 Fund       $0      $0 
BlackRock LifePath® ESG Index 2055 Fund       $0      $0 
BlackRock LifePath® ESG Index 2060 Fund       $0      $0 
BlackRock LifePath® ESG Index 2065 Fund       $0      $0 

Securities Lending

Each Fund conducts its securities lending pursuant to an exemptive order from the Commission permitting it to lend portfolio securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund as lending agent. To the extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (previously defined as “BTC”), an affiliate of BFA, acts as securities lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance with guidelines approved by the Board.

The Funds retain a portion of securities lending income and remit a remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities lending. Each Fund is responsible for fees in connection with the investment of cash collateral received for securities on loan in money market funds advised by BFA or its affiliates, and such fees will not be subject to any waivers. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees each Fund bears to an annual rate of 0.04% (the “collateral investment fees”). Such money market fund shares will not be subject to a sales load, distribution fee or service fee. If the money market fund’s weekly liquid assets fall below 30% of its total assets, the board of directors of the money market fund, including the majority of the non-interested directors of the money market fund, is permitted at any time, if it determines it to be in the best interests of the money market fund, to impose a liquidity fee of up to 2% on all redemptions or impose a redemption gate that temporarily suspends the right of redemption out of the money market fund. In addition, if the money market fund’s weekly liquid assets fall below 10% of its total assets at the end of any business day, the board of directors of the money market fund, including the majority of the non-interested directors of the money market fund, will impose a liquidity fee in the default amount of 1% on all redemptions, generally effective as of the next business day, unless the board of directors of the money market fund, including the majority of the non-interested directors of the money market fund, determines that a higher (not to exceed 2%) or lower fee level or not imposing a liquidity fee is in the best interests of the money market fund. The shares of the money market fund purchased by the Funds would be subject to any such liquidity fee or redemption gate imposed.

Under the securities lending program, each Fund is categorized into a specific asset class. The determination of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund of funds), each of which may be subject to a different fee arrangement, is based on a methodology agreed to between the Trust and BTC.

Pursuant to the current securities lending agreement: (i) the Funds retain 82% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.

 

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In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, each Fund, pursuant to the current securities lending agreement, will receive for the remainder of that calendar year securities lending income as follows: (i) 85% of securities lending income (which excludes collateral investment fees); and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.

The services provided to each Fund by BTC, in the most recent fiscal year ended October 31, 2023, primarily included the following:

(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on behalf of each Fund with each such borrower;

(2) negotiating the terms of securities loans, including the amount of fees;

(3) directing the delivery of loaned securities;

(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of excess collateral, as necessary;

(5) investing cash collateral received in connection with any loaned securities;

(6) monitoring distributions on loaned securities (for example, interest and dividend activity);

(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned securities; and

(8) terminating securities loans and arranging for the return of loaned securities to each Fund at loan termination.

The following table shows the dollar amounts of income and fees/compensation related to the securities lending activities of each Fund during its most recent fiscal year ended October 31, 2023.

 

    BlackRock
LifePath®
ESG Index
Retirement Fund
    BlackRock
LifePath®
ESG Index
2025 Fund
    BlackRock
LifePath®
ESG Index
2030 Fund
    BlackRock
LifePath®
ESG Index
2035 Fund
    BlackRock
LifePath®
ESG Index
2040 Fund
 

Gross income from securities lending activities

    $18,183       $15,720       $19,524       $24,573       $29,063  
Fees and/or compensation for securities lending activities and related services          

Securities lending income paid to BTC for services as securities lending agent

    $1,100       $737       $991       $1,252       $1,445  

Cash collateral management expenses not included in securities lending income paid to BTC

    $142       $124       $155       $193       $227  

Administrative fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Indemnification fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Rebates (paid to borrowers)

    $11,692       $11,439       $13,678       $17,192       $20,446  

Other fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Aggregate fees/compensation for securities lending activities

    $12,934       $12,300       $14,824       $18,637       $22,118  

Net income from securities lending activities

    $5,249       $3,420       $4,700       $5,936       $6,945  

 

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    BlackRock
LifePath®
ESG Index
2045 Fund
    BlackRock
LifePath®
ESG Index
2050 Fund
    BlackRock
LifePath®
ESG Index
2055 Fund
    BlackRock
LifePath®
ESG Index
2060 Fund
    BlackRock
LifePath®
ESG Index
2065 Fund
 

Gross income from securities lending activities

    $29,427       $27,977       $17,000       $22,986       $17,524  
Fees and/or compensation for securities lending activities and related services          

Securities lending income paid to BTC for services as securities lending agent

    $1,179       $1,063       $654       $692       $672  

Cash collateral management expenses not included in securities lending income paid to BTC

    $230       $221       $135       $180       $137  

Administrative fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Indemnification fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Rebates (paid to borrowers)

    $22,207       $21,512       $13,065       $18,804       $13,417  

Other fees not included in securities lending income paid to BTC

    $0       $0       $0       $0       $0  

Aggregate fees/compensation for securities lending activities

    $23,616       $22,796       $13,854       $19,676       $14,226  

Net income from securities lending activities

    $5,811       $5,181       $3,146       $3,310       $3,298  

 

VIII.   Additional Information

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, with offices at Two Commerce Square, 2001 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103, serves as the Funds’ independent registered public accounting firm.

Counsel. Sidley Austin LLP, with offices at 787 Seventh Avenue, New York, New York 10019, serves as the Funds’ counsel.

Principal Shareholders

To the knowledge of the Trust, the following entities owned of record or beneficially 5% or more of a class of a Fund’s shares as of February 2, 2024:

BlackRock LifePath® ESG Index Retirement Fund

 

Name

 

Address

  

%

  

Class

BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   74.73%    Investor A Shares
BNYM I S Trust Co Cust  

301 Bellevue Parkway

Wilmington, DE 19809

   13.50%    Investor A Shares
BNYM I S Trust Co Cust  

301 Bellevue Parkway

Wilmington, DE 19809

   5.99%    Investor A Shares
Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   5.76%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   100%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   57.32%    Class K Shares
Mid Atlantic Trust Company  

1251 Waterfront Place, Suite 525

Pittsburgh, PA 15222

   33.62%    Class K Shares
Matrix Trust Company  

35 Iron Point Circle

Folsom, CA 95630

   5.14%    Class K Shares

 

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BlackRock LifePath® ESG Index 2025 Fund

 

Name

 

Address

  

%

  

Class

Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   27.28%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   26.07%    Investor A Shares
BNYM I S Trust Co Cust IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   12.96%    Investor A Shares
BNYM I S Trust Co Cust Sep IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   6.76%    Investor A Shares
BNYM I S Trust Co Cust Simple IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   6.15%    Investor A Shares
BNYM I S Trust Co Cust Rollover IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   5.70%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   100%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   61.67%    Class K Shares
Matrix Trust Company Trustee  

717 17th Street, Suite 1300

Denver, CO 80202

   20.57%    Class K Shares
Matrix Trust Company  

35 Iron Point Circle

Folsom, CA 95630

   7.66%    Class K Shares
State Street Bank and Trust TTEE  

1 Lincoln Street-2901

Boston, MA 02111

   7.13%    Class K Shares

BlackRock LifePath® ESG Index 2030 Fund

 

Name

 

Address

  

%

  

Class

BNYM I S Trust Co Cust Rollover IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   59.22%    Investor A Shares
Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   18.80%    Investor A Shares
BNYM I S Trust Co Cust Roth IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   10.81%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   8.82%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   94.04%    Institutional Shares
Mid Atlantic Trust Company  

1251 Waterfront Place, Suite 525

Pittsburgh, PA 15222

   5.95%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   42.05%    Class K Shares
Matrix Trust Company Trustee  

717 17th Street, Suite 1300

Denver, CO 80202

   40.96%    Class K Shares
Empower Trust  

8515 E Orchard Road

Greenwood Village, CO 80111

   11.82%    Class K Shares

BlackRock LifePath® ESG Index 2035 Fund

 

Name

 

Address

  

%

  

Class

BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   47.05%    Investor A Shares
LPL Financial  

4707 Executive Drive

San Diego, CA 92121-3091

   12.92%    Investor A Shares
Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   11.32%    Investor A Shares
BNYM I S Trust Co Cust Simple IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   8.70%    Investor A Shares
BNYM I S Trust Co Cust Rollover IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   8.21%    Investor A Shares

 

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Name

 

Address

  

%

  

Class

BNYM I S Trust Co Cust Roth IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   6.77%    Investor A Shares
National Financial Services LLC  

499 Washington Blvd.

Jersey City, NJ 07310

   47.78%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   42.85%    Institutional Shares
Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   9.35%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   65.38%    Class K Shares
State Street Bank and Trust TTEE  

1 Lincoln Street-2091

Boston, MA 02111

   11.16%    Class K Shares
Voya Retirement Insurance and Annuity Company  

One Orange Way

Windsor, CT 06095-4774

   6.74%    Class K Shares

BlackRock LifePath® ESG Index 2040 Fund

 

Name

 

Address

  

%

  

Class

National Financial Services LLC  

499 Washington Blvd., Fl 5

Jersey City, NJ 07310-2010

   42.06%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   36.07%    Investor A Shares
BNYM I S Trust Co Cust Rollover IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   8.03%    Investor A Shares
BNYM I S Trust Co Cust Simple IRA  

301 Bellevue Parkway

Wilmington, DE 19809

   6.41%    Investor A Shares
Mid Atlantic Trust Company  

1251 Waterfront Place, Suite 525

Pittsburgh, PA 15222

   61.56%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   35.06%    Institutional Shares
Matrix Trust Company Trustee  

717 17th Street, Suite 1300

Denver, CO 80202

   45.31%    Class K Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   26.40%    Class K Shares
Empower Trust  

8515 E Orchard Road

Greenwood Village, CO 80111

   11.43%    Class K Shares
State Street Bank and Trust TTEE  

1 Lincoln Street-2091

Boston, MA 02111

   7.54%    Class K Shares

BlackRock LifePath® ESG Index 2045 Fund

 

Name

 

Address

  

%

  

Class

National Financial Services LLC  

499 Washington Blvd., Fl 5

Jersey City, NJ 07310-2010

   57.71%    Investor A Shares
Pershing LLC  

1 Pershing Plaza

Jersey City, NJ 07399-0001

   23.14%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   13.82%    Investor A Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   81.83%    Institutional Shares
Mid Atlantic Trust Company  

1251 Waterfront Place, Suite 525

Pittsburgh, PA 15222

   18.16%    Institutional Shares
BlackRock Financial Management Inc.  

50 Hudson Yards

New York, NY 10001-2180

   40.72%    Class K Shares
Empower Trust  

8515 E Orchard Road

Greenwood Village, CO 80111

   30.12%    Class K Shares
State Street Bank and Trust TTEE  

1 Lincoln Street-2091

Boston, MA 02111

   20.31%    Class K Shares

 

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Table of Contents

BlackRock LifePath® ESG Index 2050 Fund

 

Name

 

Address

  

%

  

Class

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