BlackRock Funds III - LifePath Index Retirement Fund

STATEMENT OF ADDITIONAL INFORMATION

BlackRock Funds III

BlackRock LifePath® Index Retirement Fund

BlackRock LifePath® Index 2025 Fund

BlackRock LifePath® Index 2030 Fund

BlackRock LifePath® Index 2035 Fund

BlackRock LifePath® Index 2040 Fund

BlackRock LifePath® Index 2045 Fund

BlackRock LifePath® Index 2050 Fund

BlackRock LifePath® Index 2055 Fund

BlackRock LifePath® Index 2060 Fund

BlackRock LifePath® 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, Investor P and Class K Shares of the Trust’s BlackRock LifePath® Index Retirement Fund, BlackRock LifePath® Index 2025 Fund, BlackRock LifePath® Index 2030 Fund, BlackRock LifePath® Index 2035 Fund, BlackRock LifePath® Index 2040 Fund, BlackRock LifePath® Index 2045 Fund, BlackRock LifePath® Index 2050 Fund, BlackRock LifePath® Index 2055 Fund, BlackRock LifePath® Index 2060 Fund and BlackRock LifePath® 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 April 28, 2023, as they may be amended or supplemented from time to time (each, a “Prospectus” and collectively, the “Prospectuses”), which have 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 December 31, 2022 (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.


References to the Investment Company Act of 1940, as amended (the “1940 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®
Index
Retirement
Fund
  BlackRock
LifePath®
Index 2025
Fund
  BlackRock
LifePath®
Index 2030
Fund
  BlackRock
LifePath®
Index 2035
Fund
  BlackRock
LifePath®
Index 2040
Fund
Investor A Shares   LIRAX   LILAX   LINAX   LIJAX   LIKAX
Institutional Shares   LIRIX   LIBIX   LINIX   LIJIX   LIKIX
Investor P Shares   LIRPX   LILPX   LIDPX   LIJPX   LIKPX
Class K Shares   LIRKX   LIBKX   LINKX   LIJKX   LIKKX

 

Class

  BlackRock
LifePath®
Index 2045
Fund
  BlackRock
LifePath®
Index 2050
Fund
  BlackRock
LifePath®
Index 2055
Fund
  BlackRock
LifePath®
Index 2060
Fund
  BlackRock
LifePath®
Index 2065
Fund
Investor A Shares   LIHAX   LIPAX   LIVAX   LIZAX   LIWAX
Institutional Shares   LIHIX   LIPIX   LIVIX   LIZIX   LIWIX
Investor P Shares   LIHPX   LIPPX   LIVPX   LIZPX   LIWPX
Class K Shares   LIHKX   LIPKX   LIVKX   LIZKX   LIWKX

BlackRock Fund Advisors — Manager

BlackRock Investments, LLC — Distributor

 

The date of this Statement of Additional Information is April 28, 2023.


TABLE OF CONTENTS

 

    Page        

PART I

   

Investment Objectives and Policies

    I-2    

Investment Restrictions

    I-11    

Information on Trustees and Officers

    I-13    

Management, Advisory and Other Service Arrangements

    I-23    

Information on Sales Charges and Distribution Related Expenses

    I-34    

Computation of Offering Price Per Share

    I-36    

Portfolio Transactions and Brokerage

    I-37    

Additional Information

    I-40    

Financial Statements

    I-46    

Disclaimers

    I-46    

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    

PART I: INFORMATION ABOUT THE FUNDS

Part I of this Statement of Additional Information (the “SAI”) sets forth information about BlackRock LifePath® Index Retirement Fund, BlackRock LifePath® Index 2025 Fund, BlackRock LifePath® Index 2030 Fund, BlackRock LifePath® Index 2035 Fund, BlackRock LifePath® Index 2040 Fund, BlackRock LifePath® Index 2045 Fund, BlackRock LifePath® Index 2050 Fund, BlackRock LifePath® Index 2055 Fund, BlackRock LifePath® Index 2060 Fund and BlackRock LifePath® 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.

On March 2, 2020, each Fund ceased to invest in its corresponding “master” portfolio (each, a “Master Portfolio”) of Master Investment Portfolio (“MIP”), as part of a “master/feeder” structure and instead operates as a stand-alone fund. In connection with this change, the Trust, on behalf of each Fund, entered into a management agreement with BFA, the terms of which are substantially the same as the management agreement between BFA and MIP, on behalf of each Master Portfolio, including the management fee rate. Additionally, the change to the stand-alone structure did not increase the fees and expenses borne by each Fund or create a taxable event for each Fund or their shareholders.

A list of the Master Portfolios that the Funds invested in prior to March 2, 2020 is shown below.

 

Fund

  

Master Portfolio in Which the Fund Previously Invested

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

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.

 

I-2


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

144A Securities

  X   X   X   X   X

Asset-Backed Securities

  X   X   X   X   X

Asset-Based Securities

  X   X   X   X   X

Precious Metal-Related Securities

  X   X   X   X   X

Borrowing and Leverage

  X   X   X   X   X

Cash Flows; Expenses

  X   X   X   X   X

Cash Management

  X   X   X   X   X

Collateralized Debt Obligations

  X   X   X   X   X

Collateralized Bond Obligations

  X   X   X   X   X

Collateralized Loan Obligations

  X   X   X   X   X

Commercial Paper

  X   X   X   X   X

Commodity-Linked Derivative Instruments and Hybrid Instruments

  X   X   X   X   X

Qualifying Hybrid Instruments

  X   X   X   X   X

Hybrid Instruments Without Principal Protection

  X   X   X   X   X

Limitations on Leverage

  X   X   X   X   X

Counterparty Risk

  X   X   X   X   X

Convertible Securities

  X   X   X   X   X

Corporate Loans

  X   X   X   X   X

Direct Lending

                                  

Credit Linked Securities

  X   X   X   X   X

Cyber Security Issues

  X   X   X   X   X

Debt Securities

  X   X   X   X   X

Inflation-Indexed Bonds

  X   X   X   X   X

Investment Grade Debt Obligations

  X   X   X   X   X

High Yield Investments (“Junk Bonds”)

  X   X   X   X   X

Mezzanine Investments

  X   X   X   X   X

Pay-in-kind Bonds

  X   X   X   X   X

Supranational Entities

  X   X   X   X   X

Depositary Receipts (ADRs, EDRs and GDRs)

  X   X   X   X   X

Derivatives

  X   X   X   X   X

Hedging

  X   X   X   X   X

Speculation

  X   X   X   X   X

Risk Factors in Derivatives

  X   X   X   X   X

Correlation Risk

  X   X   X   X   X

 

I-3


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

Counterparty Risk

  X   X   X   X   X

Credit Risk

  X   X   X   X   X

Currency Risk

  X   X   X   X   X

Illiquidity Risk

  X   X   X   X   X

Leverage Risk

  X   X   X   X   X

Market Risk

  X   X   X   X   X

Valuation Risk

  X   X   X   X   X

Volatility Risk

  X   X   X   X   X

Futures

  X   X   X   X   X

Swap Agreements

  X   X   X   X   X

Credit Default Swaps and Similar Instruments

  X   X   X   X   X

Interest Rate Swaps, Floors and Caps

  X   X   X   X   X

Total Return Swaps

  X   X   X   X   X

Options

  X   X   X   X   X

Options on Securities and Securities Indices

  X   X   X   X   X

Call Options

  X   X   X   X   X

Put Options

  X   X   X   X   X

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

  X   X   X   X   X

Options on Swaps (“Swaptions”)

  X   X   X   X   X

Foreign Exchange Transactions

  X   X   X   X   X

Spot Transactions and FX Forwards

  X   X   X   X   X

Currency Futures

  X   X   X   X   X

Currency Options

  X   X   X   X   X

Currency Swaps

  X   X   X   X   X

Distressed Securities

  X   X   X   X   X

Environmental, Social and Governance (“ESG”) Integration

                   

Equity Securities

  X   X   X   X   X

Real Estate-Related Securities

  X   X   X   X   X

Securities of Smaller or Emerging Growth Companies

  X   X   X   X   X

Exchange-Traded Notes (“ETNs”)

  X   X   X   X   X

Foreign Investments

  X   X   X   X   X

Foreign Investment Risks

  X   X   X   X   X

Foreign Market Risk

  X   X   X   X   X

Foreign Economy Risk

  X   X   X   X   X

Currency Risk and Exchange Risk

  X   X   X   X   X

Governmental Supervision and Regulation/Accounting Standards

  X   X   X   X   X

Certain Risks of Holding Fund Assets Outside the United States

  X   X   X   X   X

Publicly Available Information

  X   X   X   X   X

Settlement Risk

  X   X   X   X   X

Sovereign Debt

  X   X   X   X   X

Withholding Tax Reclaims Risk

  X   X   X   X   X

 

I-4


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

Funding Agreements

  X   X   X   X   X

Guarantees

  X   X   X   X   X

Illiquid Investments

  X   X   X   X   X

Index Funds

  X   X   X   X   X

Tracking Error Risk

  X   X   X   X   X

S&P 500 Index

  X   X   X   X   X

Russell Indexes

  X   X   X   X   X

MSCI Indexes

  X   X   X   X   X

FTSE Indexes

  X   X   X   X   X

Bloomberg Indexes

  X   X   X   X   X

ICE BofA Indexes

  X   X   X   X   X

Indexed and Inverse Securities

  X   X   X   X   X

Inflation Risk

  X   X   X   X   X

Initial Public Offering (“IPO”) Risk

  X   X   X   X   X

Interfund Lending Program

  X   X   X   X   X

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

  X   X   X   X   X

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

  X   X   X   X   X

Investment in Emerging Markets

  X   X   X   X   X

Brady Bonds

  X   X   X   X   X

China Investments Risk

  X   X   X   X   X

Investment in Other Investment Companies

  X   X   X   X   X

Exchange-Traded Funds

  X   X   X   X   X

Lease Obligations

  X   X   X   X   X

LIBOR Risk

  X   X   X   X   X

Life Settlement Investments

  X   X   X   X   X

Liquidity Risk Management

  X   X   X   X   X

Master Limited Partnerships

  X   X   X   X   X

Merger Transaction Risk

  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

Money Market Securities

  X   X   X   X   X

Mortgage-Related Securities

  X   X   X   X   X

Mortgage-Backed Securities

  X   X   X   X   X

Collateralized Mortgage Obligations (“CMOs”)

  X   X   X   X   X

Adjustable Rate Mortgage Securities

  X   X   X   X   X

CMO Residuals

  X   X   X   X   X

Stripped Mortgage-Backed Securities

  X   X   X   X   X

Tiered Index Bonds

  X   X   X   X   X

TBA Commitments

  X   X   X   X   X

Mortgage Dollar Rolls

  X   X   X   X   X

Net Interest Margin (NIM) Securities

  X   X   X   X   X

 

I-5


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

Municipal Investments

  X   X   X   X   X

Risk Factors and Special Considerations Relating to Municipal Bonds

  X   X   X   X   X

Description of Municipal Bonds

  X   X   X   X   X

General Obligation Bonds

  X   X   X   X   X

Revenue Bonds

  X   X   X   X   X

Private Activity Bonds (“PABs”)

  X   X   X   X   X

Moral Obligation Bonds

  X   X   X   X   X

Municipal Notes

  X   X   X   X   X

Municipal Commercial Paper

  X   X   X   X   X

Municipal Lease Obligations

  X   X   X   X   X

Tender Option Bonds

  X   X   X   X   X

Yields

  X   X   X   X   X

Variable Rate Demand Obligations (“VRDOs”)

  X   X   X   X   X

Transactions in Financial Futures Contracts on Municipal Indexes

  X   X   X   X   X

Call Rights

  X   X   X   X   X

Municipal Interest Rate Swap Transactions

  X   X   X   X   X

Insured Municipal Bonds

  X   X   X   X   X

Build America Bonds

  X   X   X   X   X

Tax-Exempt Municipal Investments

  X   X   X   X   X

Participation Notes

  X   X   X   X   X

Portfolio Turnover Rates

  X   X   X   X   X

Preferred Stock

  X   X   X   X   X

Tax-Exempt Preferred Shares

  X   X   X   X   X

Trust Preferred Securities

  X   X   X   X   X

Real Estate Investment Trusts (“REITs”)

  X   X   X   X   X

Recent Market Events

  X   X   X   X   X

Repurchase Agreements and Purchase and Sale Contracts

  X   X   X   X   X

Restricted Securities

  X   X   X   X   X

Reverse Repurchase Agreements

  X   X   X   X   X

Rights Offerings and Warrants to Purchase

  X   X   X   X   X

Securities Lending

  X   X   X   X   X

Short Sales

  X   X   X   X   X

Special Purpose Acquisition Companies

  X   X   X   X   X

Standby Commitment Agreements

  X   X   X   X   X

Stripped Securities

  X   X   X   X   X

Structured Notes

  X   X   X   X   X

Taxability Risk

  X   X   X   X   X

Temporary Defensive Measures

  X   X   X   X   X

U.S. Government Obligations

  X   X   X   X   X

U.S. Treasury Obligations

  X   X   X   X   X

U.S. Treasury Rolls

  X   X   X   X   X

 

I-6


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

Utility Industries

  X   X   X   X   X

When-Issued Securities, Delayed Delivery Securities and Forward Commitments

  X   X   X   X   X

Yields and Ratings

  X   X   X   X   X

Zero Coupon Securities

  X   X   X   X   X

 

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

144A Securities

  X   X   X   X   X

Asset-Backed Securities

  X   X   X   X   X

Asset-Based Securities

  X   X   X   X   X

Precious Metal-Related Securities

  X   X   X   X   X

Borrowing and Leverage

  X   X   X   X   X

Cash Flows; Expenses

  X   X   X   X   X

Cash Management

  X   X   X   X   X

Collateralized Debt Obligations

  X   X   X   X   X

Collateralized Bond Obligations

  X   X   X   X   X

Collateralized Loan Obligations

  X   X   X   X   X

Commercial Paper

  X   X   X   X   X

Commodity-Linked Derivative Instruments and Hybrid Instruments

  X   X   X   X   X

Qualifying Hybrid Instruments

  X   X   X   X   X

Hybrid Instruments Without Principal Protection

  X   X   X   X   X

Limitations on Leverage

  X   X   X   X   X

Counterparty Risk

  X   X   X   X   X

Convertible Securities

  X   X   X   X   X

Corporate Loans

  X   X   X   X   X

Direct Lending

                                  

Credit Linked Securities

  X   X   X   X   X

Cyber Security Issues

  X   X   X   X   X

Debt Securities

  X   X   X   X   X

Inflation-Indexed Bonds

  X   X   X   X   X

Investment Grade Debt Obligations

  X   X   X   X   X

High Yield Investments (“Junk Bonds”)

  X   X   X   X   X

Mezzanine Investments

  X   X   X   X   X

Pay-in-kind Bonds

  X   X   X   X   X

Supranational Entities

  X   X   X   X   X

Depositary Receipts (ADRs, EDRs and GDRs)

  X   X   X   X   X

Derivatives

  X   X   X   X   X

Hedging

  X   X   X   X   X

Speculation

  X   X   X   X   X

Risk Factors in Derivatives

  X   X   X   X   X

Correlation Risk

  X   X   X   X   X

 

I-7


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

Counterparty Risk

  X   X   X   X   X

Credit Risk

  X   X   X   X   X

Currency Risk

  X   X   X   X   X

Illiquidity Risk

  X   X   X   X   X

Leverage Risk

  X   X   X   X   X

Market Risk

  X   X   X   X   X

Valuation Risk

  X   X   X   X   X

Volatility Risk

  X   X   X   X   X

Futures

  X   X   X   X   X

Swap Agreements

  X   X   X   X   X

Credit Default Swaps and Similar Instruments

  X   X   X   X   X

Interest Rate Swaps, Floors and Caps

  X   X   X   X   X

Total Return Swaps

  X   X   X   X   X

Options

  X   X   X   X   X

Options on Securities and Securities Indices

  X   X   X   X   X

Call Options

  X   X   X   X   X

Put Options

  X   X   X   X   X

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

  X   X   X   X   X

Options on Swaps (“Swaptions”)

  X   X   X   X   X

Foreign Exchange Transactions

  X   X   X   X   X

Spot Transactions and FX Forwards

  X   X   X   X   X

Currency Futures

  X   X   X   X   X

Currency Options

  X   X   X   X   X

Currency Swaps

  X   X   X   X   X

Distressed Securities

  X   X   X   X   X

Environmental, Social and Governance (“ESG”) Integration

                   

Equity Securities

  X   X   X   X   X

Real Estate-Related Securities

  X   X   X   X   X

Securities of Smaller or Emerging Growth Companies

  X   X   X   X   X

Exchange-Traded Notes (“ETNs”)

  X   X   X   X   X

Foreign Investments

  X   X   X   X   X

Foreign Investment Risks

  X   X   X   X   X

Foreign Market Risk

  X   X   X   X   X

Foreign Economy Risk

  X   X   X   X   X

Currency Risk and Exchange Risk

  X   X   X   X   X

Governmental Supervision and Regulation/Accounting Standards

  X   X   X   X   X

Certain Risks of Holding Fund Assets Outside the United States

  X   X   X   X   X

Publicly Available Information

  X   X   X   X   X

Settlement Risk

  X   X   X   X   X

Sovereign Debt

  X   X   X   X   X

Withholding Tax Reclaims Risk

  X   X   X   X   X

 

I-8


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

Funding Agreements

  X   X   X   X   X

Guarantees

  X   X   X   X   X

Illiquid Investments

  X   X   X   X   X

Index Funds

  X   X   X   X   X

Tracking Error Risk

  X   X   X   X   X

S&P 500 Index

  X   X   X   X   X

Russell Indexes

  X   X   X   X   X

MSCI Indexes

  X   X   X   X   X

FTSE Indexes

  X   X   X   X   X

Bloomberg Indexes

  X   X   X   X   X

ICE BofA Indexes

  X   X   X   X   X

Indexed and Inverse Securities

  X   X   X   X   X

Inflation Risk

  X   X   X   X   X

Initial Public Offering (“IPO”) Risk

  X   X   X   X   X

Interfund Lending Program

  X   X   X   X   X

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

  X   X   X   X   X

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

  X   X   X   X   X

Investment in Emerging Markets

  X   X   X   X   X

Brady Bonds

  X   X   X   X   X

China Investments Risk

  X   X   X   X   X

Investment in Other Investment Companies

  X   X   X   X   X

Exchange-Traded Funds

  X   X   X   X   X

Lease Obligations

  X   X   X   X   X

LIBOR Risk

  X   X   X   X   X

Life Settlement Investments

  X   X   X   X   X

Liquidity Risk Management

  X   X   X   X   X

Master Limited Partnerships

  X   X   X   X   X

Merger Transaction Risk

  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

Money Market Securities

  X   X   X   X   X

Mortgage-Related Securities

  X   X   X   X   X

Mortgage-Backed Securities

  X   X   X   X   X

Collateralized Mortgage Obligations (“CMOs”)

  X   X   X   X   X

Adjustable Rate Mortgage Securities

  X   X   X   X   X

CMO Residuals

  X   X   X   X   X

Stripped Mortgage-Backed Securities

  X   X   X   X   X

Tiered Index Bonds

  X   X   X   X   X

TBA Commitments

  X   X   X   X   X

Mortgage Dollar Rolls

  X   X   X   X   X

 

I-9


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

Net Interest Margin (NIM) Securities

  X   X   X   X   X

Municipal Investments

  X   X   X   X   X

Risk Factors and Special Considerations Relating to Municipal Bonds

  X   X   X   X   X

Description of Municipal Bonds

  X   X   X   X   X

General Obligation Bonds

  X   X   X   X   X

Revenue Bonds

  X   X   X   X   X

Private Activity Bonds (“PABs”)

  X   X   X   X   X

Moral Obligation Bonds

  X   X   X   X   X

Municipal Notes

  X   X   X   X   X

Municipal Commercial Paper

  X   X   X   X   X

Municipal Lease Obligations

  X   X   X   X   X

Tender Option Bonds

  X   X   X   X   X

Yields

  X   X   X   X   X

Variable Rate Demand Obligations (“VRDOs”)

  X   X   X   X   X

Transactions in Financial Futures Contracts on Municipal Indexes

  X   X   X   X   X

Call Rights

  X   X   X   X   X

Municipal Interest Rate Swap Transactions

  X   X   X   X   X

Insured Municipal Bonds

  X   X   X   X   X

Build America Bonds

  X   X   X   X   X

Tax-Exempt Municipal Investments

  X   X   X   X   X

Participation Notes

  X   X   X   X   X

Portfolio Turnover Rates

  X   X   X   X   X

Preferred Stock

  X   X   X   X   X

Tax-Exempt Preferred Shares

  X   X   X   X   X

Trust Preferred Securities

  X   X   X   X   X

Real Estate Investment Trusts (“REITs”)

  X   X   X   X   X

Recent Market Events

  X   X   X   X   X

Repurchase Agreements and Purchase and Sale Contracts

  X   X   X   X   X

Restricted Securities

  X   X   X   X   X

Reverse Repurchase Agreements

  X   X   X   X   X

Rights Offerings and Warrants to Purchase

  X   X   X   X   X

Securities Lending

  X   X   X   X   X

Short Sales

  X   X   X   X   X

Special Purpose Acquisition Companies

  X   X   X   X   X

Standby Commitment Agreements

  X   X   X   X   X

Stripped Securities

  X   X   X   X   X

Structured Notes

  X   X   X   X   X

Taxability Risk

  X   X   X   X   X

Temporary Defensive Measures

  X   X   X   X   X

U.S. Government Obligations

  X   X   X   X   X

U.S. Treasury Obligations

  X   X   X   X   X

U.S. Treasury Rolls

  X   X   X   X   X

 

I-10


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

Utility Industries

  X   X   X   X   X

When-Issued Securities, Delayed Delivery Securities and Forward Commitments

  X   X   X   X   X

Yields and Ratings

  X   X   X   X   X

Zero Coupon Securities

  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

The Trust, on behalf of the Funds, has adopted restrictions and policies relating to investment of the Funds’ assets and their 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 1940 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). The Trust, on behalf of the Funds, has also adopted certain non-fundamental investment restrictions, which may be changed by the Board without shareholder approval. None of the following fundamental or non-fundamental investment restrictions shall prevent a Fund from investing all of its assets in shares of another registered investment company with the same investment objective and fundamental policies (in a master/feeder structure).

The Funds are subject to the following investment restrictions, all of which are fundamental policies. Each Fund may not:

(1) Purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after the purchase and as a result thereof, the value of a Fund’s investments in that industry would equal or exceed 25% of the current value of the Fund’s total assets, provided that this restriction does not limit a Fund’s: (i) investments in securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or (iii) investments in repurchase agreements collateralized by U.S. government securities;

 

I-11


(2) Purchase the securities of any single issuer if, as a result, with respect to 75% of a Fund’s total assets, more than 5% of the value of its total assets would be invested in the securities of such issuer or the Fund’s ownership would be more than 10% of the outstanding voting securities of such issuer, provided that this restriction does not limit a Fund’s cash or cash items, investments in securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or investments in securities of other investment companies;

(3) Borrow money or issue senior securities, except to the extent permitted under the 1940 Act, including the rules, regulations and any orders obtained thereunder;

(4) Make loans to other parties, except to the extent permitted under the 1940 Act, including the rules, regulations and any orders obtained thereunder. For the purposes of this limitation, entering into repurchase agreements, lending securities and acquiring any debt securities are not deemed to be the making of loans;

(5) Underwrite securities of other issuers, except to the extent that the purchase of permitted investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with a Fund’s investment program may be deemed to be an underwriting; and provided further, that the purchase by the Fund of securities issued by an open-end management investment company, or a series thereof, with substantially the same investment objective, policies and restrictions as the Fund shall not constitute an underwriting for purposes of this paragraph;

(6) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business); and

(7) Purchase or sell commodities, provided that (i) currency will not be deemed to be a commodity for purposes of this restriction, (ii) this restriction does not limit the purchase or sale of futures contracts, forward contracts or options, and (iii) this restriction does not limit the purchase or sale of securities or other instruments backed by commodities or the purchase or sale of commodities acquired as a result of ownership of securities or other instruments.

Notations Regarding the Funds’ Fundamental Investment Restrictions

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

With respect to paragraph (3) above, the 1940 Act currently allows a Fund to borrow up to one-third of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. In addition, the Funds have received an exemptive order from the SEC permitting them to borrow through the Interfund Lending Program (discussed below), subject to the conditions of the exemptive order. With respect to paragraph (4) above, the 1940 Act and regulatory interpretations currently limit the percentage of a Fund’s securities that may be loaned to one-third of the value of its total assets.

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

1. Purchase securities of other investment companies, except to the extent permitted by the 1940 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 1940 Act, at any time a 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).

2. Make short sales of securities or maintain a short position, except to the extent permitted by each Fund’s Prospectus and Statement of Additional Information, 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

 

I-12


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.

 

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.

 

I-13


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 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 December 31, 2022, the Audit Committee met four 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 Trustees made by each Fund’s 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 December 31, 2022, the Governance Committee met four 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 December 31, 2022, the Compliance Committee met four times.

 

I-14


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 December 31, 2022, 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 December 31, 2022, the Ad Hoc Topics Committee did not meet.

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.

 

I-15


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. She currently serves as trustee to the Financial Accounting Foundation, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business, Advisory Board Member for Bridges Fund Management, Member of the President’s Counsel, Common Fund and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”). These positions have provided her with insight and perspective on the markets and the economy.
Collette Chilton   Collette Chilton has over 20 years of experience in investment management. She has held the position of Chief Investment Officer of Williams College since October 2006. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy.
Neil A. Cotty   Neil A. Cotty has more than 30 years of experience in the financial services industry, including 19 years at Bank of America Corporation and its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation. 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.

 

I-16


Trustees

 

Experience, Qualifications and Skills

Claire A. Walton   Claire A. Walton has over 25 years of experience in investment management. She served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/short non-U.S. equity investments, and has been an owner and General Partner of Neon Liberty Capital Management, LLC since 2003, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy.
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 166
Portfolios
  None

 

I-17


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 since 2016; 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 166 Portfolios   None

Collette Chilton

1958

   Trustee (Since 2015)   Chief Investment Officer, Williams College since 2006; 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 166 Portfolios   None

Neil A. Cotty

1954

   Trustee (Since 2016)   Director, Pioneer Legal Institute since 2023; 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 166 Portfolios   None

Lena G. Goldberg

1949

   Trustee (Since 2019)   Director, Pioneer Legal Institute 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 166 Portfolios   None

Henry R. Keizer

1956

   Trustee (Since 2019)   Director, Park Indemnity Ltd. (captive insurer) from 2010 to 2022.   28 RICs consisting of 166 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.

 

I-18


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

Cynthia A. Montgomery

1952

   Trustee (Since 2009)   Professor, Harvard Business School since 1989.   28 RICs consisting of 166 Portfolios   None

Donald C. Opatrny

1952

   Trustee (Since 2019)   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; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Member of the Board and Investment Committee, University School from 2007 to 2018; 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; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2017; Member, Investment Funds Committee, State of Wyoming since 2017; Chair of the Board, Phoenix Art Museum since 2022 and Trustee thereof since 2018; Chair of the Investment Committee, Arizona Community Foundation since 2022 and Trustee thereof since 2020.   28 RICs consisting of 166 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 166 Portfolios   None

Claire A. Walton

1957

   Trustee (Since 2016)   Advisory Board Member, Grossman School of Business at the University of Vermont since 2023; Advisory Board Member, Scientific Financial Systems since 2022; General Partner of Neon Liberty Capital Management, LLC since 2003; 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 166 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.   98 RICs consisting of 266 Portfolios   None

 

I-19


Name and
Year of Birth1,2

  

Position(s)
Held (Length
of Service)3

 

Principal Occupation(s)
During Past Five Years

 

Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen

 

Public
Company and
Other Investment
Company
Directorships
Held During
Past Five Years

John M. 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.   100 RICs consisting of 268 Portfolios   None

1    The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001.
2    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)

 

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.

Charles Park

1967

 

Chief Compliance Officer

(Since 2014)

  Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.

 

I-20


Name and
Year of Birth1,2

 

Position(s)
Held (Length
of Service)

 

Principal Occupation(s)
During Past Five Years

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.

Share Ownership

Information relating to each Trustee’s share ownership in the Funds and in all BlackRock-advised Funds that are currently overseen by the respective Trustee (“Supervised Funds”) as of December 31, 2022 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
BlackRock LifePath®
Index 2040 Fund
     Aggregate Dollar
Range of Equity
Securities in
Supervised Funds
Independent Trustees:          

Susan J. Carter

     Over $100,000      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

     None      Over $100,000

John M. Perlowski

     None      Over $100,000

As of April 4, 2023, 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, 2022, 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 $325,000 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.

 

I-21


The following table sets forth the compensation the Trust paid to the Trustees, on behalf of the Funds, the fiscal year ended December 31, 2022 and the aggregate compensation paid to them by all BlackRock-advised Funds for the calendar year ended December 31, 2022.

 

Name

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

Susan J. Carter

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594

Collette Chilton

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594

Neil A. Cotty

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594

Lena G. Goldberg2

  $5,333   $4,509   $7,761   $4,779   $5,829   $4,039

Henry R. Keizer3

  $5,333   $4,509   $7,761   $4,779   $5,829   $4,039

Cynthia A. Montgomery4

  $5,333   $4,509   $7,761   $4,779   $5,829   $4,039

Donald C. Opatrny5

  $5,333   $4,509   $7,761   $4,779   $5,829   $4,039

Joseph P. Platt6

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594

Mark Stalnecker7

  $6,764   $5,689   $9,931   $6,041   $7,411   $5,076

Kenneth L. Urish

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594

Claire A. Walton

  $4,720   $4,003   $6,831   $4,238   $5,151   $3,594
Interested Trustees:            

Robert Fairbairn

  None   None   None   None   None   None

John M. Perlowski

  None   None   None   None   None   None

 

Name

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

Susan J. Carter

  $3,638   $2,189   $1,311   $719   None   $400,000

Collette Chilton

  $3,638   $2,189   $1,311   $719   None   $400,000

Neil A. Cotty

  $3,638   $2,189   $1,311   $719   None   $400,000

Lena G. Goldberg2

  $4,089   $2,423   $1,413   $732   None   $445,000

Henry R. Keizer3

  $4,089   $2,423   $1,413   $732   None   $445,000

Cynthia A. Montgomery4

  $4,089   $2,423   $1,413   $732   None   $445,000

Donald C. Opatrny5

  $4,089   $2,423   $1,413   $732   None   $445,000

Joseph P. Platt6

  $3,638   $2,189   $1,311   $719   None   $400,000

Mark Stalnecker7

  $5,141   $2,968   $1,651   $763   None   $550,000

Kenneth L. Urish

  $3,638   $2,189   $1,311   $719   None   $400,000

Claire A. Walton

  $3,638   $2,189   $1,311   $719   None   $400,000
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.

 

I-22


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.

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.

Prior to March 2, 2020, each Fund invested all of its assets in a corresponding Master Portfolio of MIP, that had the same investment objectives and strategies as the applicable Fund. Accordingly, prior to March 2, 2020, each Fund did not invest directly in portfolio securities and did not require investment advisory services. All portfolio management occurred at the level of the applicable Master Portfolio. MIP, on behalf of each Master Portfolio, was party to a management agreement with BFA pursuant to which BFA provided MIP with investment advisory and management services with respect to each Master Portfolio. Effective March 2, 2020, the Trust, on behalf of each Fund, entered into the Advisory Contract with substantially identical terms, conditions and fees pursuant to which BFA provides each Fund with investment advisory and management services.

The information shown below prior to March 2, 2020 for each Fund/Master Portfolio reflects the “master/feeder” structure in place during that time.

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, 2024. Prior to March 2, 2020, such agreement to waive a portion of each Master Portfolio’s management fee in connection with the Master Portfolio’s investment in affiliated money market funds was voluntary.

BFA and BlackRock Advisors, LLC (“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, 2024.

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, 2033, to reimburse or provide an offsetting credit to each Fund for such Independent Expenses.

 

I-23


For the past three fiscal years, each Fund or Master Portfolio, as applicable, paid BFA management fees, and BFA waived management fees and/or reimbursed expenses, as follows:

 

       Fiscal Year Ended December 31, 2022

Fund

     Fees Paid
to BFA
     Fees
Waived by
BFA
     Expenses
Reimbursed
by BFA
BlackRock LifePath® Index Retirement Fund      $3,948,834      $3,560,004      $0
BlackRock LifePath® Index 2025 Fund      $3,135,914      $2,980,762      $0
BlackRock LifePath® Index 2030 Fund      $5,191,897      $5,191,897      $182,246
BlackRock LifePath® Index 2035 Fund      $3,416,601      $3,416,601      $391,512
BlackRock LifePath® Index 2040 Fund      $4,475,374      $4,475,374      $769,892
BlackRock LifePath® Index 2045 Fund      $2,693,037      $2,693,037      $593,428
BlackRock LifePath® Index 2050 Fund      $2,744,462      $2,744,462      $635,194
BlackRock LifePath® Index 2055 Fund      $1,606,518      $1,606,518      $387,235
BlackRock LifePath® Index 2060 Fund      $704,310      $704,310      $192,853
BlackRock LifePath® Index 2065 Fund      $92,289      $92,289      $51,976

 

       Fiscal Year Ended December 31, 2021

Fund

     Fees Paid
to BFA
     Fees Waived
by BFA
     Expenses
Reimbursed
by BFA
BlackRock LifePath® Index Retirement Fund      $4,497,844      $4,497,844      $463,601
BlackRock LifePath® Index 2025 Fund      $3,286,517      $3,286,517      $502,470
BlackRock LifePath® Index 2030 Fund      $5,315,215      $5,315,215      $1,012,872
BlackRock LifePath® Index 2035 Fund      $3,272,922      $3,272,922      $787,943
BlackRock LifePath® Index 2040 Fund      $4,492,931      $4,492,931      $1,068,101
BlackRock LifePath® Index 2045 Fund      $2,557,153      $2,557,153      $673,934
BlackRock LifePath® Index 2050 Fund      $2,609,284      $2,609,284      $658,870
BlackRock LifePath® Index 2055 Fund      $1,437,434      $1,437,434      $380,147
BlackRock LifePath® Index 2060 Fund      $555,119      $555,119      $177,957
BlackRock LifePath® Index 2065 Fund      $35,378      $35,378      $48,047
       Fiscal Year Ended December 31, 2020

Fund/Master Portfolio

     Fees Paid

to BFA
     Fees Waived
by BFA
     Expenses
Reimbursed
by BFA

BlackRock LifePath® Index Retirement Fund/LifePath® Index Retirement Master Portfolio1

     $3,982,781      $3,494,504      $1,377,109

BlackRock LifePath® Index 2025 Fund/LifePath® Index 2025 Master Portfolio1

     $2,493,364      $2,239,120      $662,985

BlackRock LifePath® Index 2030 Fund/LifePath® Index 2030 Master Portfolio1

     $4,056,339      $3,536,550      $1,177,274

BlackRock LifePath® Index 2035 Fund/LifePath® Index 2035 Master Portfolio1

     $2,240,151      $2,080,050      $652,069

BlackRock LifePath® Index 2040 Fund/LifePath® Index 2040 Master Portfolio1

     $3,205,619      $2,955,879      $1,093,494

BlackRock LifePath® Index 2045 Fund/LifePath® Index 2045 Master Portfolio1

     $1,641,332      $1,527,682      $505,236

BlackRock LifePath® Index 2050 Fund/LifePath® Index 2050 Master Portfolio1

     $1,695,902      $1,551,574      $529,606

BlackRock LifePath® Index 2055 Fund/LifePath® Index 2055 Master Portfolio1

     $867,309      $841,010      $301,258

BlackRock LifePath® Index 2060 Fund/LifePath® Index 2060 Master Portfolio1

     $277,147      $277,980      $202,085

BlackRock LifePath® Index 2065 Fund/LifePath® Index 2065 Master Portfolio1

     $4,577      $15,274      $63,580

1    Effective March 2, 2020, management fees were paid by the Fund. Prior to March 2, 2020, management fees were paid by the Master Portfolio.

 

I-24


Underlying Funds. BFA or its affiliate serves as investment adviser to certain 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. 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, 2024.

Please note that the list of Underlying Funds below is as of March 31, 2023, but BFA may, at its discretion, add, eliminate or replace Underlying Funds at any time without notice to shareholders.

 

Underlying Fund

   Advisory Fee
BlackRock Cash Funds: Treasury     0.07%1
iShares Developed Real Estate Index Fund     0.12%2
iShares Core MSCI Total International Stock ETF     0.07%3
iShares TIPS Bond ETF     0.19%4
iShares U.S. Intermediate Credit Bond Index Fund     0.06%5
iShares U.S. Intermediate Government Bond Index Fund     0.05%6
iShares U.S. Long Credit Bond Index Fund     0.06%7
iShares U.S. Long Government Bond Index Fund     0.05%8
iShares U.S. Securitized Bond Index Fund     0.06%9
Master Small Cap Index Series     0.01%10
Large Cap Index Master Portfolio     0.03%11

1    The management fee for BlackRock Cash Funds: Treasury is 0.10%; however BFA has contractually agreed to waive a portion of its management fee through June 30, 2024. After giving effect to such contractual waiver, the management fee will be 0.07%.
2    BAL has contractually agreed to waive the management fee with respect to any portion of iShares Developed Real Estate Index Fund’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock or its affiliates that have a contractual management fee, through June 30, 2024. In addition, BlackRock has contractually agreed to waive its management fees by the amount of investment advisory fees iShares Developed Real Estate Index Fund pays to BlackRock indirectly through its investment in money market funds managed by BlackRock or its affiliates, through June 30, 2024. The contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares Developed Real Estate Index Fund.
3    BFA has contractually agreed to waive a portion of its management fees in an amount equal to iShares Core MSCI Total International Stock ETF’s acquired fund fees and expenses, if any, attributable to investments by iShares Core MSCI Total International Stock ETF in other series of iShares Trust and iShares, Inc. through November 30, 2026. The contractual waiver may be terminated prior to November 30, 2026 only upon the written agreement of iShares Trust and BFA.
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 “Combined Funds”). The management fee for iShares TIPS Bond ETF equals the ratio of iShares TIPS Bond ETF’s net assets over the aggregate net assets of the Combined Funds multiplied by the amount 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 Combined Funds, 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    BFA and BAL, iShares U.S. Intermediate Credit Bond Index Fund’s administrator, have contractually agreed to waive their management fee and administration fee, as applicable, through June 30, 2033. On July 1 of each year, the waiver agreement will renew automatically for an additional one year so that the agreement will have a perpetual ten-year term. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares U.S. Intermediate Credit Bond Index Fund.
6    BFA and BAL, iShares U.S. Intermediate Government Bond Index Fund’s administrator, have contractually agreed to waive their management fee and administration fee, as applicable, through June 30, 2033. On July 1 of each year, the waiver agreement will renew automatically for an additional one year so that the agreement will have a perpetual ten-year term. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares U.S. Intermediate Government Bond Index Fund.

 

I-25


7    BFA and BAL, iShares U.S. Long Credit Bond Index Fund’s administrator, have contractually agreed to waive their management fee and administration fee, as applicable, through June 30, 2033. On July 1 of each year, the waiver agreement will renew automatically for an additional one year so that the agreement will have a perpetual ten-year term. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares U.S. Long Credit Bond Index Fund.
8    BFA and BAL, iShares U.S. Long Government Bond Index Fund’s administrator, have contractually agreed to waive their management fee and administration fee, as applicable, through June 30, 2033. On July 1 of each year, the waiver agreement will renew automatically for an additional one year so that the agreement will have a perpetual ten-year term. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares U.S. Long Government Bond Index Fund.
9    BFA and BAL, iShares U.S. Securitized Bond Index Fund’s administrator, have contractually agreed to waive their management fee and administration fee, as applicable, through June 30, 2033. On July 1 of each year, the waiver agreement will renew automatically for an additional one year so that the agreement will have a perpetual ten-year term. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of BlackRock FundsSM or by a vote of a majority of the outstanding voting securities of iShares U.S. Securitized Bond Index Fund.
10    BAL has contractually agreed to waive the management fee with respect to any portion of each of Master Small Cap Index Series’ assets estimated to be attributable to investments in other equity and fixed-income mutual funds and ETFs managed by BAL or its affiliates that have a contractual management fee, through June 30, 2024. In addition, BAL has contractually agreed to waive its management fees by the amount of investment advisory fees Master Small Cap Index Series pays to BAL indirectly through its investment in money market funds managed by BAL or its affiliates, through June 30, 2024. BAL has contractually agreed to waive and/or reimburse fees or expenses in order to limit Master Small Cap Index Series’ total annual fund operating expenses after fee waivers and/or expense reimbursements (excluding dividend expense, interest expense, acquired fund fees and expenses and certain other expenses of Master Small Cap Index Series) to 0.07% of average daily net assets through June 30, 2024. The contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Quantitative Master Series or by a vote of a majority of the outstanding voting securities of Master Small Cap Index Series.
11    BFA has contractually agreed to waive the management fee with respect to any portion of Large Cap Index Master Portfolio’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BFA or its affiliates that have a contractual management fee, through June 30, 2024. In addition, BFA has contractually agreed to waive its management fees by the amount of investment advisory fees Large Cap Index Master Portfolio pays to BFA indirectly through its investment in money market funds managed by BFA or its affiliates, through June 30, 2024. The contractual agreements may be terminated upon 90 days’ notice by a majority of the non-interested trustees of Master Investment Portfolio or by a vote of a majority of the outstanding voting securities of Large Cap Index Master Portfolio.

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 and its affiliates also furnish office space and certain facilities to conduct the Funds’ business and compensate the Trust’s Trustees, officers and employees who are affiliated with BAL. BAL is entitled to receive an annual administration fee of 0.09% of the average daily net assets of Investor A Shares, Institutional Shares and Investor P Shares of each Fund and 0.04% of the average daily net assets of Class K Shares of each Fund for providing administrative services. Prior to March 2, 2020, BAL received for its services to each Fund monthly compensation at the annual rate of 0.03% of the average daily net assets of each share class of each Fund.

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, 2024.

The Independent Expenses are paid directly by the Funds. Each of BAL and BFA has contractually undertaken, through June 30, 2033, to reimburse or provide an offsetting credit to each Fund for such Independent Expenses.

For the past three fiscal years, each Fund paid to BAL administration fees, and BAL waived administration fees and/or reimbursed expenses, as follows:

 

       Fiscal Year Ended December 31, 2022

Fund

     Fees Paid
to BAL
     Fees Waived
by BAL
     Expenses
Reimbursed
by BAL
BlackRock LifePath® Index Retirement Fund      $4,555,298      $0      $0
BlackRock LifePath® Index 2025 Fund      $2,713,220      $0      $0
BlackRock LifePath® Index 2030 Fund      $5,447,649      $0      $0

 

I-26


       Fiscal Year Ended December 31, 2022

Fund

     Fees Paid
to BAL
     Fees Waived
by BAL
     Expenses
Reimbursed
by BAL
BlackRock LifePath® Index 2035 Fund      $2,907,835      $0      $0
BlackRock LifePath® Index 2040 Fund      $4,725,447      $0      $0
BlackRock LifePath® Index 2045 Fund      $2,285,727      $0      $0
BlackRock LifePath® Index 2050 Fund      $2,563,525      $0      $0
BlackRock LifePath® Index 2055 Fund      $1,379,235      $0      $0
BlackRock LifePath® Index 2060 Fund      $593,268      $0      $0
BlackRock LifePath® Index 2065 Fund      $80,121      $0      $0
       Fiscal Year Ended December 31, 2021

Fund

     Fees Paid
to BAL
     Fees Waived
by BAL
     Expenses
Reimbursed
by BAL
BlackRock LifePath® Index Retirement Fund      $5,290,046      $0      $0
BlackRock LifePath® Index 2025 Fund      $2,865,235      $0      $0
BlackRock LifePath® Index 2030 Fund      $5,784,134      $0      $0
BlackRock LifePath® Index 2035 Fund      $2,810,700      $0      $0
BlackRock LifePath® Index 2040 Fund      $4,901,666      $0      $0
BlackRock LifePath® Index 2045 Fund      $2,190,512      $0      $0
BlackRock LifePath® Index 2050 Fund      $2,504,634      $0      $0
BlackRock LifePath® Index 2055 Fund      $1,247,385      $0      $0
BlackRock LifePath® Index 2060 Fund      $472,658      $0      $0
BlackRock LifePath® Index 2065 Fund      $31,171      $0      $0
       Fiscal Year Ended December 31, 2020

Fund

     Fees Paid
to BAL
     Fees Waived
by BAL
     Expenses
Reimbursed
by BAL
BlackRock LifePath® Index Retirement Fund      $4,408,336      $386,159      $0
BlackRock LifePath® Index 2025 Fund      $2,088,082      $227,600      $0
BlackRock LifePath® Index 2030 Fund      $4,242,239      $387,579      $0
BlackRock LifePath® Index 2035 Fund      $1,853,807      $206,406      $0
BlackRock LifePath® Index 2040 Fund      $3,352,001      $306,757      $0
BlackRock LifePath® Index 2045 Fund      $1,359,190      $150,164      $0
BlackRock LifePath® Index 2050 Fund      $1,577,809      $156,480      $0
BlackRock LifePath® Index 2055 Fund      $728,353      $76,502      $0
BlackRock LifePath® Index 2060 Fund      $227,602      $21,516      $0
BlackRock LifePath® Index 2065 Fund      $4,076      $118      $0

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.

For the past three fiscal years, the Trust, on behalf of the Funds, reimbursed to BAL fees for shareholder liaison services pursuant to such agreement as follows:

 

     Fiscal Year Ended
December 31, 2022
   Fiscal Year Ended
December 31, 2021
   Fiscal Year Ended
December 31, 2020

Fund

   Fees Paid
to BAL
   Fees Waived
by BAL
   Fees Paid
to BAL
   Fees Waived
by BAL
   Fees Paid
to BAL
   Fees Waived
by BAL
BlackRock LifePath® Index Retirement Fund    $0    $0    $0    $0    $13,287    $13,287
BlackRock LifePath® Index 2025 Fund    $0    $0    $0    $0    $1,709    $1,654
BlackRock LifePath® Index 2030 Fund    $0    $0    $0    $0    $11,823    $11,823

 

I-27


     Fiscal Year Ended
December 31, 2022
   Fiscal Year Ended
December 31, 2021
   Fiscal Year Ended
December 31, 2020

Fund

   Fees Paid
to BAL
   Fees Waived
by BAL
   Fees Paid
to BAL
   Fees Waived
by BAL
   Fees Paid
to BAL
   Fees Waived
by BAL
BlackRock LifePath® Index 2035 Fund    $0    $0    $0    $0    $1,679    $1,679
BlackRock LifePath® Index 2040 Fund    $0    $0    $0    $0    $7,705    $7,705
BlackRock LifePath® Index 2045 Fund    $0    $0    $0    $0    $1,394    $1,394
BlackRock LifePath® Index 2050 Fund    $0    $0    $0    $0    $2,920    $2,920
BlackRock LifePath® Index 2055 Fund    $0    $0    $0    $0    $1,130    $1,130
BlackRock LifePath® Index 2060 Fund    $0    $0    $0    $0    $551    $551
BlackRock LifePath® Index 2065 Fund    $0    $0    $0    $0    $0    $0

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.

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 December 31, 2022.

BlackRock LifePath® 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
Registered
Investment
Companies
   Other
Accounts
Chris Chung, CFA    30    8    0    0    0    0
   $49.34 Billion    $721.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $51.49 Billion    $0    $0    $0    $0    $0
Greg Savage, CFA    153    93    4    0    0    0
   $403.7 Billion    $7.04 Billion    $743.4 Million    $0    $0    $0
Paul Whitehead    333    1    0    0    0    0
   $1.75 Trillion    $1.22 Billion    $0    $0    $0    $0

BlackRock LifePath® 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
Registered
Investment
Companies
   Other
Accounts
Chris Chung, CFA    30    8    0    0    0    0
   $50.55 Billion    $721.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $52.69 Billion    $0    $0    $0    $0    $0
Greg Savage, CFA    153    93    4    0    0    0
   $404.9 Billion    $7.04 Billion    $743.4 Million    $0    $0    $0
Paul Whitehead    333    1    0    0    0    0
   $1.75 Trillion    $1.22 Billion    $0    $0    $0    $0

 

I-28


BlackRock LifePath® 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
Registered
Investment
Companies
   Other
Accounts
Chris Chung, CFA    30    8    0    0    0    0
   $46.43 Billion    $721.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $48.58 Billion    $0    $0    $0    $0    $0
Greg Savage, CFA    153    93    4    0    0    0
   $400.8 Billion    $7.04 Billion    $743.4 Million    $0    $0    $0
Paul Whitehead    333    1    0    0    0    0
   $1.75 Trillion    $1.22 Billion    $0    $0    $0    $0

BlackRock LifePath® 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
Registered
Investment
Companies
   Other
Accounts
Chris Chung, CFA    30    8    0    0    0    0
   $49.71 Billion    $721.0 Million    $0    $0    $0    $0
Lisa O’Connor, CFA    23    0    0    0    0    0
   $51.85 Billion    $0    $0    $0    $0    $0
Greg Savage, CFA    153    93    4    0    0    0
   $404.1 Billion    $7.04 Billion    $743.4 Million    $0    $0    $0
Paul Whitehead    333    1    0    0    0    0
   $1.75 Trillion    $1.22 Billion    $0    $0    $0    $0

BlackRock LifePath® 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
Registered
Investment
Companies
   Other
Accounts
Chris Chung, CFA    30    8    0    0    0    0
   $47.68 Billion    $721.0 Million    $0    $0    $0