This Statement of
Additional Information of BlackRock CoRI 2015 Fund, BlackRock CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021
Fund and BlackRock CoRI 2023 Fund (collectively, the “Funds” and each, a “Fund”), each a series of
BlackRock CoRI Funds (the “Trust”), is not a prospectus and should be read in conjunction with the Prospectuses
of the Funds, dated January 31, 2014, as may be amended or supplemented from time to time, 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. Each Fund’s Prospectus is 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 Fund have been incorporated by reference into each Fund’s
Prospectus. The portions of Part II of this Statement of Additional Information that do not relate to a Fund do not form a
part of the Fund’s Statement of Additional Information, have not been incorporated by reference into the
Fund’s Prospectus and should not be relied upon by investors in the Fund.
References to the Investment Company
Act of 1940, as amended (the “Investment Company Act” or 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.
Class
|
|
BlackRock
CoRI
2015 Fund
Ticker Symbol
|
|
BlackRock
CoRI
2017 Fund
Ticker Symbol
|
|
BlackRock
CoRI
2019 Fund
Ticker Symbol
|
|
BlackRock
CoRI
2021 Fund
Ticker Symbol
|
|
BlackRock
CoRI
2023 Fund
Ticker Symbol
|
Investor
A Shares
|
|
BCVAX
|
|
BCWAX
|
|
BCXAX
|
|
BCYAX
|
|
BCZAX
|
Institutional
Shares
|
|
BCVIX
|
|
BCWIX
|
|
BCXIX
|
|
BCYIX
|
|
BCZIX
|
BlackRock
Advisors, LLC — Manager
BlackRock
Investments, LLC — Distributor
The date of this Statement of Additional
Information is January 31, 2014.
TABLE OF CONTENTS
P
ART
I: I
NFORMATION
A
BOUT
T
HE
F
UNDS
Part I of this Statement of Additional
Information (“SAI”) sets forth information about BlackRock CoRI 2015 Fund (the “CoRI 2015 Fund”), BlackRock
CoRI 2017 Fund (the “CoRI 2017 Fund”), BlackRock CoRI 2019 Fund (the “CoRI 2019 Fund”), BlackRock CoRI
2021 Fund (the “CoRI 2021 Fund”) and BlackRock CoRI 2023 Fund (the “CoRI 2023 Fund”) (collectively, the
“Funds” and each, a “Fund”), each a series of BlackRock CoRI Funds (the “Trust”). It also
includes information about the Trust’s Board of Trustees (the “Board” or the “Board of Trustees”),
the 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 should be read in conjunction with the Funds’ Prospectuses and those portions
of Part II of this SAI that pertain to the specific Fund.
I. Investment Objectives and Policies
Set forth below are descriptions
of some of the types of investments and investment strategies that a Fund may use, and the risks and considerations associated
with those investments and investment strategies. Please see the 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 a Fund’s
investments and/or investment strategies applies only to those Funds specifically identified as making each type of investment
or using each investment strategy (each, a “Covered Fund”). Information that does not apply to a Covered Fund does
not form a part of that Covered Fund’s SAI and should not be relied on by investors in that Covered Fund.
Only information that is clearly
identified as applicable to a Covered Fund is considered to form a part of that Covered Fund’s SAI.
|
CoRI
2015 Fund
|
CoRI
2017 Fund
|
CoRI
2019 Fund
|
CoRI
2021 Fund
|
CoRI
2023 Fund
|
144A
Securities
|
X
|
X
|
X
|
X
|
X
|
Asset-Backed
Securities
|
X
|
X
|
X
|
X
|
X
|
Asset-Based
Securities
|
|
|
|
|
|
Precious
Metal-Related Securities
|
|
|
|
|
|
Bank
Loans
|
X
|
X
|
X
|
X
|
X
|
Borrowing
and Leverage
|
X
|
X
|
X
|
X
|
X
|
Cash
Flows; Expenses
|
|
|
|
|
|
Cash
Management
|
X
|
X
|
X
|
X
|
X
|
Collateralized
Debt Obligations
|
X
|
X
|
X
|
X
|
X
|
Collateralized
Loan Obligations
|
X
|
X
|
X
|
X
|
X
|
Collateralized
Bond Obligations
|
X
|
X
|
X
|
X
|
X
|
Commercial
Paper
|
X
|
X
|
X
|
X
|
X
|
Commodity-Linked
Derivative Instruments
and Hybrid Instruments
|
|
|
|
|
|
Convertible
Securities
|
X
|
X
|
X
|
X
|
X
|
Debt
Securities
|
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
|
Indexed
and Inverse Securities
|
X
|
X
|
X
|
X
|
X
|
Swap
Agreements
|
X
|
X
|
X
|
X
|
X
|
Interest
Rate Swaps, Caps and Floors
|
X
|
X
|
X
|
X
|
X
|
|
CoRI
2015 Fund
|
CoRI
2017 Fund
|
CoRI
2019 Fund
|
CoRI
2021 Fund
|
CoRI
2023 Fund
|
Credit
Default Swap Agreements and Similar
Instruments
|
X
|
X
|
X
|
X
|
X
|
Credit
Linked Securities
|
X
|
X
|
X
|
X
|
X
|
Interest
Rate Transactions and Swaptions
|
X
|
X
|
X
|
X
|
X
|
Total
Return Swap Agreements
|
X
|
X
|
X
|
X
|
X
|
Types of 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
|
Risks Associated with Options
|
X
|
X
|
X
|
X
|
X
|
Futures
|
X
|
X
|
X
|
X
|
X
|
Risks
Associated with Futures
|
X
|
X
|
X
|
X
|
X
|
Foreign Exchange Transactions
|
X
|
X
|
X
|
X
|
X
|
Forward Foreign Exchange Transactions
|
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
|
Limitations on Currency Transactions
|
X
|
X
|
X
|
X
|
X
|
Risk Factors in Hedging Foreign Currency
|
X
|
X
|
X
|
X
|
X
|
Risk Factors in Derivatives
|
X
|
X
|
X
|
X
|
X
|
Credit Risk
|
X
|
X
|
X
|
X
|
X
|
Currency Risk
|
X
|
X
|
X
|
X
|
X
|
Leverage Risk
|
X
|
X
|
X
|
X
|
X
|
Liquidity Risk
|
X
|
X
|
X
|
X
|
X
|
Correlation Risk
|
X
|
X
|
X
|
X
|
X
|
Index Risk
|
X
|
X
|
X
|
X
|
X
|
Additional Risk Factors of OTC Transactions;
Limitations on the Use of OTC Derivatives
|
X
|
X
|
X
|
X
|
X
|
Distressed
Securities
|
X
|
X
|
X
|
X
|
X
|
Dollar
Rolls
|
X
|
X
|
X
|
X
|
X
|
Equity
Securities
|
X
|
X
|
X
|
X
|
X
|
Exchange
Traded Notes
|
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
|
|
CoRI
2015 Fund
|
CoRI
2017 Fund
|
CoRI
2019 Fund
|
CoRI
2021 Fund
|
CoRI
2023 Fund
|
Settlement Risk
|
X
|
X
|
X
|
X
|
X
|
Funding
Agreements
|
|
|
|
|
|
Guarantees
|
X
|
X
|
X
|
X
|
X
|
Illiquid
or Restricted Securities
|
X
|
X
|
X
|
X
|
X
|
Inflation-Indexed
Bonds
|
X
|
X
|
X
|
X
|
X
|
Inflation
Risk
|
X
|
X
|
X
|
X
|
X
|
Investment
Grade Debt Obligations
|
X
|
X
|
X
|
X
|
X
|
Investment
in Emerging Markets
|
X
|
X
|
X
|
X
|
X
|
Brady Bonds
|
X
|
X
|
X
|
X
|
X
|
Investment
in Other Investment Companies
|
X
|
X
|
X
|
X
|
X
|
ETFs
|
X
|
X
|
X
|
X
|
X
|
Junk
Bonds
|
X
|
X
|
X
|
X
|
X
|
Lease
Obligations
|
X
|
X
|
X
|
X
|
X
|
Liquidity
Management
|
X
|
X
|
X
|
X
|
X
|
Master
Limited Partnerships
|
X
|
X
|
X
|
X
|
X
|
Mezzanine
Investments
|
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
|
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
|
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”)
and Participating VRDOs
|
X
|
X
|
X
|
X
|
X
|
Transactions in Financial Futures Contracts
|
X
|
X
|
X
|
X
|
X
|
|
CoRI
2015 Fund
|
CoRI
2017 Fund
|
CoRI
2019 Fund
|
CoRI
2021 Fund
|
CoRI
2023 Fund
|
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
|
Participation
Notes
|
X
|
X
|
X
|
X
|
X
|
Pay-in-kind
Bonds
|
X
|
X
|
X
|
X
|
X
|
Portfolio
Turnover Rates
|
X
|
X
|
X
|
X
|
X
|
Preferred
Stock
|
X
|
X
|
X
|
X
|
X
|
Real
Estate Related Securities
|
X
|
X
|
X
|
X
|
X
|
Real
Estate Investment Trusts (“REITS”)
|
X
|
X
|
X
|
X
|
X
|
Repurchase
Agreements and Purchase and
Sale Contracts
|
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
|
Sovereign
Debt
|
X
|
X
|
X
|
X
|
X
|
Standby
Commitment Agreements
|
X
|
X
|
X
|
X
|
X
|
Stripped
Securities
|
X
|
X
|
X
|
X
|
X
|
Structured
Notes
|
|
|
|
|
|
Supranational
Entities
|
X
|
X
|
X
|
X
|
X
|
Tax
Exempt Derivatives
|
X
|
X
|
X
|
X
|
X
|
Tax
Exempt Preferred Shares
|
X
|
X
|
X
|
X
|
X
|
Taxability
Risk
|
X
|
X
|
X
|
X
|
X
|
Trust
Preferred Securities
|
X
|
X
|
X
|
X
|
X
|
U.S.
Government Obligations
|
X
|
X
|
X
|
X
|
X
|
U.S.
Treasury Obligations
|
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
|
Additional Information on Investment Strategies
Regulation Regarding Derivatives.
Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory
changes that subject registered investment companies and advisers to registered investment companies to regulation by the CFTC
if a fund invests more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC
Derivatives”), or if the fund markets itself as providing investment exposure to such instruments. 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. Accordingly, the Funds’ investment adviser has
claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity
Exchange Act (“CEA”) pursuant to Rule 4.5 under the CEA with respect to each Fund. The Funds’ investment adviser
is not, therefore, subject to registration or regulation as a “commodity pool operator” under the CEA in respect of
each Fund.
II. Investment Restrictions
Each Fund has adopted restrictions
and policies relating to the investment of the Fund’s assets and its activities. Certain of the restrictions are fundamental
policies of each Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding
voting securities (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the shares represented
at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares).
Under these fundamental investment
restrictions, a Fund may not:
|
1.
|
Concentrate its investments in a particular industry, as that term
is used in the Investment Company Act, except that each Fund will concentrate to approximately the same extent that its benchmark
index concentrates in the securities of a particular industry or group of industries.
|
|
2.
|
Borrow
money, except as permitted
under the Investment Company
Act.
|
|
3.
|
Issue
senior securities to the extent
such issuance would violate
the
Investment Company Act
.
|
|
4.
|
Purchase
or hold real estate, except
the Fund may purchase and hold
securities or other instruments
that are secured by, or linked
to, real estate or interests
therein, securities of real
estate investment trusts, mortgage-related
securities and securities of
issuers engaged in the real
estate business, and the Fund
may purchase and hold real
estate as a result of the ownership
of securities or other instruments.
|
|
5.
|
Underwrite
securities issued by others,
except to the extent that the
sale of portfolio securities
by the Fund may be deemed to
be an underwriting or as otherwise
permitted by applicable law.
|
|
6.
|
Purchase
or sell commodities or commodity
contracts, except as permitted
by the Investment Company Act.
|
|
7.
|
Make
loans to the extent prohibited
by the Investment Company Act.
|
|
8.
|
Make
any investment inconsistent
with the Fund’s classification
as a diversified company under
the Investment Company Act.
|
Notations Regarding each Fund’s Fundamental
Investment Restrictions
The following notations are not considered
to be part of a Fund’s fundamental investment restrictions and are subject to change without shareholder approval.
With respect to the fundamental policy
relating to concentration set forth in (1) above, the Investment Company Act does not define what constitutes “concentration”
in an industry. The Commission staff has taken the position that investment of 25% or more of a fund’s total assets in one
or more issuers conducting their principal activities in the
same industry or group of industries constitutes concentration.
It is possible that interpretations of concentration could change in the future. The policy in (1) above will be interpreted
to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment
without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state,
territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and
repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered
to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country.
Finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing
the activities of the parents. Each foreign government will be considered to be a member of a separate industry. With respect
to the Fund’s industry classifications, the Fund currently utilizes any one or more of the industry sub-classifications
used by one or more widely recognized market indexes or rating group indexes, and/or as defined by Fund management. The policy
also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries.
With respect to the fundamental policy
relating to borrowing money set forth in (2) above, the Investment Company Act permits the Fund to borrow money in amounts
of up to one-third of the Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total
assets from banks or other lenders for temporary purposes. (The Fund’s total assets include the amounts being borrowed.)
To limit the risks attendant to borrowing, the Investment Company Act requires the Fund to maintain at all times an “asset
coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of the Fund’s
total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings.
Borrowing money to increase portfolio holdings is known as “leveraging.” Certain trading practices and investments,
such as reverse repurchase agreements, may be considered to be borrowings or involve leverage and thus are subject to the Investment
Company Act restrictions. In accordance with Commission staff guidance and interpretations, when the Fund engages in such transactions,
the Fund instead of maintaining asset coverage of at least 300%, may segregate or earmark liquid assets, or enter into an offsetting
position, in an amount at least equal to the Fund’s exposure, on a mark-to-market basis, to the transaction (as calculated
pursuant to requirements of the Commission). The policy in (2) above will be interpreted to permit the Fund to engage in
trading practices and investments that may be considered to be borrowing or to involve leverage to the extent permitted by the
Investment Company Act and to permit the Fund to segregate or earmark liquid assets or enter into offsetting positions in accordance
with the Investment Company Act. Short-term credits necessary for the settlement of securities transactions and arrangements with
respect to securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve
leverage but are not considered to be borrowings are not subject to the policy.
With respect to the fundamental
policy relating to underwriting set forth in (5) above, the Investment Company Act does not prohibit the Fund from engaging
in the underwriting business or from underwriting the securities of other issuers; in fact, in the case of diversified funds,
the Investment Company Act permits the Fund to have underwriting commitments of up to 25% of its assets under certain circumstances.
Those circumstances currently are that the amount of the Fund’s underwriting commitments, when added to the value of the
Fund’s investments in issuers where the Fund owns more than 10% of the outstanding voting securities of those issuers, cannot
exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered
to be an underwriter under the Securities Act of 1933, as amended (the “Securities Act”). Although it is not believed
that the application of the Securities Act provisions described above would cause the Fund to be engaged in the business of underwriting,
the policy in (5) above will be interpreted not to prevent the Fund from engaging in transactions involving the acquisition
or disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities
Act or is otherwise engaged in the underwriting business to the extent permitted by applicable law.
With respect to the fundamental
policy relating to lending set forth in (7) above, the Investment Company Act does not prohibit the fund from making loans
(including lending its securities); however, Commission staff interpretations currently prohibit funds from lending more than
one-third of their total assets (including lending its securities), except through the purchase of debt obligations or the use
of repurchase agreements. In addition, collateral arrangements with respect to options, forward currency and futures transactions
and other derivative instruments (as applicable), as well as delays in the settlement of securities transactions, will not be
considered loans.
The Fund is currently classified
as a diversified fund under the Investment Company Act. This means that the Fund may not purchase securities of an issuer (other
than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities) if, with respect to 75% of its
total assets, (a) more than 5% of the Fund’s total assets would be invested in securities of that issuer or (b) the
Fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the remaining 25% of its total
assets, the Fund can invest more than 5% of its assets in one issuer. Under the Investment Company Act, the Fund cannot change
its classification from diversified to non-diversified without shareholder approval.
Under its non-fundamental investment
restrictions, which may be changed by the board without shareholder approval, the Fund may not:
a.
Purchase securities of other investment companies, except to the extent permitted by the Investment Company Act. As a matter of
policy, however, the Fund will not purchase shares of any registered open-end investment company or registered unit investment
trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at
any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions
of subparagraph (G) of Section 12(d)(1) .
b.
Make short sales of securities or maintain a short position, except to the extent permitted by the Fund’s Prospectus and
Statement of Additional Information, as amended from time to time, and applicable law.
Unless otherwise indicated, all limitations
under the Fund’s fundamental or non-fundamental investment restrictions apply only at the time that a transaction is undertaken.
Any change in the percentage of the Fund’s assets invested in certain securities or other instruments resulting from market
fluctuations or other changes in the Fund’s total assets will not require the Fund to dispose of an investment until BlackRock
determines that it is practicable to sell or close out the investment without undue market or tax consequences.
III. Information on Trustees and Officers
The Board of Trustees of the Trust
consists of thirteen individuals (each a “Trustee”), ten of whom are not “interested persons” of the Trust
as defined in the Investment Company Act (the “Independent Trustees”). The registered investment companies advised
by the Manager or its affiliates (the “BlackRock-advised Funds”) are organized into one complex of closed-end funds,
two complexes of open-end funds (the “Equity-Liquidity Complex” and the “Equity-Bond Complex”) and one
complex of exchange-traded funds (each a “BlackRock Fund Complex”). The Funds are included in the BlackRock Fund Complex
referred to as the Equity-Bond Complex. The Trustees also oversee as Board members the operations of the other open-end registered
investment companies included in the Equity-Bond Complex.
The Board of Trustees has overall
responsibility for the oversight of the Trust and the Funds. The Chairman of the Board is an Independent Trustee, and the Chairman
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 Executive
Committee. The Chairman of the Board’s role 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 Chairman of each Committee performs a similar
role with respect to the Committee. The Chairman of the Board or 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 the Funds. 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 the Funds on a day-to-day basis. The Board is responsible for overseeing the Manager, other service providers, the operations
of the Funds and associated risk in accordance with the provisions of the Investment Company Act, state law, other applicable
laws, the Trust’s charter, and the Funds’ investment objectives and strategies. The Board reviews, on an ongoing basis,
the Funds’ performance, operations, and investment strategies and techniques. The Board also conducts reviews of the Manager
and its role in running the operations of the Funds.
Day-to-day risk management with respect
to the Funds 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. The Funds are subject to a number of risks, including investment, compliance,
operational and valuation risks, among others. While there are a number of risk management functions performed by 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 the Funds 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 the Funds, sub-advisers, and internal auditors for the investment adviser or
its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk
functions. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates
effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks.
The Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ 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.
The members of the Audit Committee
are Fred G. Weiss (Chair), Robert M. Hernandez and the Honorable Stuart E. Eizenstat, 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 the Trust’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, independence and performance
of the Independent Registered Public Accounting Firms; (2) approve all audit engagement terms and fees for the Funds; (3) review
the conduct and results of each audit and discuss the Funds’ audited financial statements; (4) review any issues raised
by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies
and practices of the Funds and the internal controls of the Funds and certain service providers; (5) oversee the performance of
(a) the Funds’ internal audit function provided by its investment adviser and (b) the Independent Registered Public Accounting
Firm; (6) oversee policies, procedures and controls regarding valuation of the Funds’ investments and their classification
as liquid or illiquid; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters
relate to the Funds’ financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent
Registered Public Accounting Firms 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. Since the organization of the Trust, the Audit Committee has met once.
The members of the Governance
and Nominating Committee (the “Governance Committee”) are the Honorable Stuart E. Eizenstat (Chair), Robert M. Hernandez
and Fred G. Weiss, 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 of Trustees
to the Governance Committee. The Governance Committee may consider nominations for the office of Trustee made by Fund shareholders
as it deems appropriate. Fund shareholders who wish to recommend a nominee should send nominations to the Secretary of the Trust
that include biographical information and set forth the qualifications of the proposed nominee. The Board has adopted a written
charter for the Governance Committee. Since the organization of the Trust, the Governance Committee has met once.
The members of the Compliance
Committee are James H. Bodurtha (Chair), Bruce R. Bond and Roberta Cooper Ramo, 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 BlackRock 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 of Trustees for approval and ratification; and (4) undertake such
other duties and responsibilities as may from time to time be delegated by the Board of Trustees to the Compliance Committee.
The Board has adopted a written charter for the Compliance Committee. Since the organization of the Trust, the Compliance Committee
has met once.
The members of the Performance
Oversight Committee (the “Performance Committee”) are David H. Walsh (Chair), Donald W. Burton, Kenneth A. Froot,
and John F. O’Brien, all of whom are Independent Trustees, and Paul L. Audet, who is an interested Trustee. The Performance
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. The Performance Committee’s responsibilities include, without limitation,
to (1) review the Funds’ investment objectives, policies and practices, (2) review and recommend to the Board specific investment
tools and techniques employed by BlackRock, (3) recommend to the Board appropriate investment performance objectives based on
its review of appropriate benchmarks and competitive universes; (4) review the Funds’ investment performance relative to
agreed-upon performance objectives; (5) review information on unusual or exceptional investment matters; and (6) undertake such
other duties and responsibilities as may from time to time be delegated by the Board of Trustees to the Performance Committee.
The Board has adopted a written charter for the Performance Committee. Since the organization of the Trust, the Performance Committee
has met once.
The members of the Executive Committee
are James H. Bodurtha, the Honorable Stuart E. Eizenstat, Robert M. Hernandez, David H. Walsh and Fred G. Weiss, all of whom are
Independent Trustees, and Paul L. Audet, who serves as an interested Trustee. The principal responsibilities of the Executive
Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action
between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee
by the Board. The Board has adopted a written charter for the Executive Committee. Since the organization of the Trust, the Executive
Committee has met once.
The Independent Trustees have
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 the Funds’ investment adviser, sub-advisers, other service providers, counsel and
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 Funds and the other funds in the BlackRock Fund Complex (and any predecessor funds), other investment funds, public companies,
or non-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout the years; or other relevant life experiences.
The table below discusses some
of the experiences, qualifications and skills of each of the Trustees that support the conclusion that each board member should
serve (or continue to serve) on the Board.
Trustee
|
Experience,
Qualifications and Skills
|
Independent Trustees
|
James H.
Bodurtha
|
James
H. Bodurtha has served for more than 20 years on the boards of registered investment companies, most recently as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including as Chairman of the Board of certain of the legacy-Merrill
Lynch Investment Managers, L.P. (“MLIM”) funds. Prior thereto, Mr. Bodurtha was counsel to and a member
of the Board of a smaller bank-sponsored mutual funds group. In addition, Mr. Bodurtha is a member of, and previously
served as Chairman of, the Independent Directors Council and currently serves as an independent director on the Board of Governors
of the Investment Company Institute. He also has more than 30 years of executive management and business experience
through his work as a consultant and as the chairman of the board of a privately-held company. In addition, Mr.
Bodurtha has more than 20 years of legal experience as a corporate attorney and partner in a law firm, where his practice
included counseling registered investment companies and their boards.
|
Bruce
R. Bond
|
Bruce
R. Bond has served for approximately 16 years on the board of registered investment companies, having served as a member of
the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-BlackRock funds and the State Street
Research Mutual Funds. He also has executive management and business experience, having served as president and
chief executive officer of several communications networking companies. Mr. Bond also has corporate governance
experience from his service as a director of a computer equipment company.
|
Donald
W. Burton
|
Donald
W. Burton has served for approximately 27 years on the board of registered investment companies, having served as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-MLIM and Raymond James funds. He
also has more than 30 years of investment management business experience, having served as the managing general partner of
an investment partnership, and a member of the Investment Advisory Council of the Florida State Board of Administration. In
addition, Mr. Burton has corporate governance experience, having served as a board member of publicly-held financial, health-care,
and telecommunications companies.
|
The
Honorable Stuart E. Eizenstat
|
The
Honorable Stuart E. Eizenstat has served for approximately 12 years on the board of registered investment companies, having
served as a member of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-BlackRock funds. He
served as U.S. Ambassador to the European Union Under Secretary of Commerce for International Trade, Under Secretary of State
for Economic, Business & Agricultural Affairs, and Deputy Secretary of the U.S. Treasury during the Clinton
Administration. He was Director of the White House Domestic Policy Staff and Chief Domestic Policy Adviser to President
Carter. In addition, Mr. Eizenstat is a practicing attorney and Head of the International Practice at a major international
law firm. Mr. Eizenstat has business and executive management experience and corporate governance experience through
his service on the advisory boards and corporate boards of publicly-held consumer, energy, environmental delivery, metallurgical
and telecommunications companies.
Mr. Eizenstat has been determined by the Audit Committee to be
an audit committee financial expert, as such term is defined in the applicable SEC rules.
|
Kenneth
A. Froot
|
Kenneth
A. Froot has served for approximately 18 years on the boards of registered investment companies, having served as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-MLIM funds. The Equity-Bond
Board benefits from Mr. Froot’s years of academic experience, having served as a professor of finance at Harvard University
since 1992 and teaching courses on capital markets, international finance, and risk management. Mr. Froot has published
numerous articles and books on a range of topics, including, among others, the financing of risk, risk management, the global
financial system, currency analysis, foreign investing, and investment style strategies. He has served as a director
of research for Harvard Business School for approximately 6 years, and as a managing partner of an investment partnership. In
addition, Mr. Froot has served as a consultant to the International Monetary Fund, the World Bank, and the Board of Governors
of the Federal Reserve, and served on the staff of the US President's Council of Economic Advisers and the Economic Advisory
Board of the Export-Import Bank of the United States.
|
|
Trustee
|
Experience, Qualifications
and Skills
|
Robert
M. Hernandez
|
Robert
M. Hernandez has served for approximately 19 years on the board of registered investment companies, having served as Chairman
of the Board of the Equity-Bond Complex and as Vice Chairman and Chairman of the Audit and Nominating/Governance Committees
of its predecessor funds, including certain legacy-BlackRock funds. Mr. Hernandez has business and executive experience
through his service as group president, chief financial officer, Chairman and vice chairman, among other positions, of publicly-held
energy, steel, and metal companies. He has served as a director of other public companies in various industries
throughout his career. He also has broad corporate governance experience, having served as a board member of publicly-held
energy, insurance, chemicals, metals and electronics companies. Mr. Hernandez has been determined by the Audit
Committee to be an audit committee financial expert, as such term is defined in the applicable SEC rules.
|
John
F. O’Brien
|
John
F. O’Brien has served for approximately 8 years on the board of registered investment companies, having served as a
member of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-MLIM funds. He also
has investment management experience, having served as the president, director, and chairman of the board of an investment
management firm and a life insurance company. Mr. O’Brien also has broad corporate governance and audit committee
experience, having served as a board member and audit committee member of publicly-held financial, medical, energy, chemical,
retail, life insurance, and auto parts manufacturing companies, and as a director of a not-for-profit organization.
|
Roberta
Cooper Ramo
|
Roberta
Cooper Ramo has served for approximately 13 years on the board of registered investment companies, having served as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-MLIM funds. She is a practicing
attorney and shareholder in a law firm for more than 30 years. Ms. Ramo has oversight experience through her service
as chairman of the board of a retail company and as president of the American Bar Association and the American Law Institute
and as President, for 2 years, and Member of the Board of Regents, for 6 years, of the University of New Mexico. She
also has corporate governance experience, having served on the boards of United New Mexico Bank and the First National Bank
of New Mexico and on the boards of non-profit organizations.
|
David
H. Walsh
|
David
H. Walsh has served for approximately 10 years on the board of registered investment companies, having served as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including the legacy-MLIM funds. Mr. Walsh has
investment management experience, having served as a consultant with Putnam Investments (“Putnam”)
from 1993 to 2003, and employed in various capacities at Putnam from 1971 to 1992. He
has oversight experience, serving as the director of an academic institute, and a board member of various not-for-profit organizations.
|
Fred
G. Weiss
|
Fred
G. Weiss has served for approximately 15 years on the board of registered investment companies, having served as a member
of the Board of the Equity-Bond Complex and its predecessor funds, including as Chairman of the board of certain of the legacy-MLIM
funds. He also has more than 30 years of business and executive management experience, having served in senior
executive positions of two public companies where he was involved in both strategic planning and corporate development, as
Chairman of the Committee on Investing Employee Assets (CIBA) and as a managing director of an investment consulting firm. Mr.
Weiss also has corporate governance experience, having served as a board member of a publicly-held global technology company
and a pharmaceutical company, and as a director of a not-for-profit foundation. Mr. Weiss has been determined by
the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable SEC rules.
|
|
Trustee
|
Experience, Qualifications
and Skills
|
Interested Trustees
|
Paul
L. Audet
|
Paul
L. Audet has
a wealth of
experience
in the investment
management
industry, including
more than 15
years with
BlackRock and
over 30 years
in finance
and asset management.
His expertise
in finance
is demonstrated
by his positions
as Chief Financial
Officer of
BlackRock and
head of BlackRock’s
Global Cash
Management
business. Mr.
Audet currently
is a member
of BlackRock’s
Global Operating
and Corporate
Risk Management
Committees,
the BlackRock
Alternative
Investors Executive
Committee and
the Investment
Committee for
the Private
Equity Fund
of Funds. Prior
to joining
BlackRock,
Mr. Audet was
the Senior
Vice President
of Finance
at PNC Bank
Corp. and Chief
Financial Officer
of the investment
management
and mutual
fund processing
businesses
and head of
PNC’s
Mergers &
Acquisitions
unit.
|
Laurence
D. Fink
|
Laurence
D. Fink has served for approximately 13 years on the board of registered investment companies, having served as a member of
the Board of the Equity-Bond Complex and its predecessor funds. He serves as Chairman of the Board and Chief Executive
Officer of BlackRock, Inc. since its formation in 1998 and of BlackRock, Inc.’s predecessor entities since 1988 and
Chairman of the Executive and Management Committees. Mr. Fink served as a managing director of The First Boston
Corporation, Member of its Management Committee, Co-head of its Taxable Fixed Income Division and Head of its Mortgage and
Real Estate Products Group. He also is Chairman of the Board of several of BlackRock’s alternative investment
vehicles, Director of several of BlackRock’s offshore funds, a Member of the Board of Trustees of New York University,
Chair of the Financial Affairs Committee and a member of the Executive Committee, the Ad Hoc Committee on Board Governance,
and the Committee on Trustees. Mr. Fink serves as Co-Chairman of the NYU Hospitals Center Board of Trustees, Chairman
of the Development/Trustee Stewardship Committee and Chairman of the Finance Committee, and a Trustee of The Boys’ Club
of New York.
|
Henry
Gabbay
|
Henry
Gabbay’s many years of experience in finance provide the Board with a wealth of practical business knowledge and leadership. In
particular, Mr. Gabbay’s experience as a Consultant for and Managing Director of BlackRock, Inc., Chief Administrative
Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Fund with greater insight into the analysis
and evaluation of both its existing investment portfolios and potential future investments as well as enhanced oversight of
their investment decisions and investment valuation processes. In addition, Mr. Gabbay’s former positions
as Chief Administrative Officer of the BlackRock Advisors, LLC and as Treasurer of certain closed-end funds in the BlackRock
Fund Complex provide the Boards with direct knowledge of the operations of the BlackRock-advised Funds and their investment
adviser. Mr. Gabbay’s previous service on and long-standing relationship with the Board also provide him
with a specific understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing
the BlackRock-advised Funds.
|
Biographical Information
Certain biographical and other information relating to
the Trustees 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 investment
company directorships.
Name,
Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Length
of
Time
Served as a
Trustee
1
|
|
Principal
Occupation(s)
During Past Five Years
|
|
Number
of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
|
|
Public
Company
and Investment
Company
Directorships
|
|
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James H. Bodurtha
2
55 East 52
nd
Street New York,
NY 10055
1944
|
|
Trustee
|
|
2013 to present
|
|
Director, The China Business Group, Inc. (consulting and
investing firm) from 1996 to 2013 and Executive Vice President thereof from 1996 to 2013 and Executive Vice President thereof
from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Length
of
Time
Served as a
Trustee
1
|
|
Principal
Occupation(s)
During Past Five Years
|
|
Number
of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
|
|
Public
Company
and Investment
Company
Directorships
|
|
|
|
|
|
|
Bruce R. Bond
55 East 52
nd
Street New York,
NY 10055
1946
|
|
Trustee
|
|
2013 to present
|
|
Trustee and Member of the Governance Committee, State Street
Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment)
from 2003 to 2007.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
|
|
|
|
|
Donald W. Burton
55 East 52
nd
Street New York,
NY 10055
1944
|
|
Trustee
|
|
2013 to present
|
|
Managing General Partner, The Burton Partnership, LP (an investment
partnership) since 1979; Managing General Partner, The South Atlantic Venture Funds from 1983 to 2012; Director, IDology,
Inc. (technology solutions) since 2006; Director, Knology, Inc. (telecommunications) from 1996
to 2012; Director, Capital Southwest (financial) from 2006 to 2012.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
|
|
|
|
|
Honorable Stuart
E. Eizenstat
3
55 East 52
nd
Street New York,
NY 10055
1943
|
|
Trustee
|
|
2013 to present
|
|
Partner and
Head of International Practice, Covington and Burling LLP (law firm) since 2001; International
Advisory Board Member, The Coca Cola Company from 2002 to 2011; Advisory Board Member, Veracity
Worldwide LLC (risk management) from 2007 to 2012; Member of the International Advisory Board GML
Ltd. (energy) since 2003; Advisory Board Member, BT Americas (telecommunications) from 2004
to 2009.
|
|
28 RICs
consisting of
84 Portfolios
|
|
Alcatel-Lucent
(telecommunications);
Global Specialty
Metallurgical; UPS
Corporation (delivery
service)
|
|
|
|
|
|
|
Kenneth A. Froot
55 East 52
nd
Street New York,
NY 10055
1957
|
|
Trustee
|
|
2013 to present
|
|
Professor, Harvard University since 1992.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
|
|
|
|
|
Robert M. Hernandez
4
55 East 52
nd
Street New York,
NY 10055
1944
|
|
Trustee
|
|
2013 to present
|
|
Director, Vice Chairman and Chief Financial Officer of USX
Corporation (energy and steel business) from 1991 to 2001; Director, TE Connectivity (electronics) from 2006 to 2012.
|
|
28 RICs
consisting of
84 Portfolios
|
|
ACE Limited (insurance company); Eastman Chemical Company;
RTI International Metals, Inc.
|
|
|
|
|
|
|
John F. O’Brien
55 East 52
nd
Street New York,
NY 10055
1943
|
|
Trustee
|
|
2013 to present
|
|
Chairman, Woods Hole Oceanographic Institute since 2009 and
Trustee thereof from 2003 to 2009; Director, Ameresco, Inc. (energy solutions company) from 2006 to 2007.
|
|
28 RICs
consisting of
84 Portfolios
|
|
Cabot Corporation (chemicals); LKQ Corporation (auto parts
manufacturing); TJX Companies, Inc. (retailer)
|
|
|
|
|
|
|
Roberta Cooper Ramo
55 East 52
nd
Street New York,
NY 10055
1942
|
|
Trustee
|
|
2013 to present
|
|
Shareholder and Attorney, Modrall, Sperling, Roehl, Harris
& Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc. (retail) since 1999; Director, ECMC Group
(service provider to students, schools and lenders) since 2001; President, The American Law Institute (non-profit) since 2008.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
Name,
Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Length
of
Time
Served as a
Trustee
1
|
|
Principal
Occupation(s)
During Past Five Years
|
|
Number
of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
|
|
Public
Company
and Investment
Company
Directorships
|
|
|
|
|
|
|
|
|
|
|
|
David H. Walsh
5
55 East 52
nd
Street New York,
NY 10055
1941
|
|
Trustee
|
|
2013 to present
|
|
Director, National Museum of Wildlife Art since 2007; Trustee,
University of Wyoming Foundation since 2008; Director, Ruckelshaus Institute and Haub School of Natural Resources at the University
of Wyoming from 2006 to 2008; Director, The American Museum of Fly Fishing since 1997.
|
|
28 RICs
consisting of
84 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Fred G. Weiss
6
55 East 52
nd
Street New York,
NY 10055
1941
|
|
Trustee
|
|
2013 to present
|
|
Managing Director, FGW Associates (consulting and investment
company) since 1997; Director, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director, BTG International
PLC (medical technology commercialization company) from 2001 to 2007.
|
|
28 RICs
consisting of
84 Portfolios
|
|
Actavis plc. (pharmaceuticals)
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Trustees
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul L. Audet
55 East 52
nd
Street New York,
NY 10055
1953
|
|
Trustee
|
|
2013 to present
|
|
Senior Managing Director of BlackRock, Inc. and Head of U.S.
Mutual Funds since 2011; Chair of the U.S. Mutual Funds Committee reporting to the Global Executive Committee since 2011;
Head of BlackRock’s Real Estate business from 2008 to 2011; Member of BlackRock’s Global
Operating and Corporate Risk Management Committees and of the BlackRock Alternative Investors Executive Committee and Investment
Committee for the Private Equity Fund of Funds business since 2008; Head of BlackRock’s Global Cash Management business
from 2005 to 2010; Acting Chief Financial Officer of BlackRock, Inc. from 2007 to 2008; Chief Financial Officer of BlackRock,
Inc. from 1998 to 2005.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Laurence D. Fink
55 East 52
nd
Street New York,
NY 10055
1952
|
|
Trustee
|
|
2013 to present
|
|
Chairman and Chief Executive Officer of BlackRock, Inc. since
its formation in 1998 and of BlackRock, Inc.’s predecessor entities since 1988 and Chairman of the Executive and Management
Committees; Formerly Managing Director, The First Boston Corporation, Member of its Management Committee, Co-head of its Taxable
Fixed Income Division and Head of its Mortgage and Real Estate Products Group; Chairman of the Board of several of BlackRock’s
alternative investment vehicles; Director of several of BlackRock’s offshore funds; Member of the Board of Trustees
of New York University, Chair of the Financial Affairs Committee and a member of the Executive Committee, the Ad Hoc Committee
on Board Governance, and the Committee on Trustees; Co-Chairman of the NYU Hospitals Center Board of Trustees, Chairman of
the Development/Trustee Stewardship Committee and Chairman of the Finance Committee; Trustee, The Boys’ Club of New
York.
|
|
28 RICs
consisting of
84 Portfolios
|
|
BlackRock, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Henry Gabbay
55 East 52
nd
Street
New York,
NY 10055
1947
|
|
Trustee
|
|
2013 to present
|
|
Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director,
BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock
Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer
of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
1
|
|
Each Trustee holds office until his or her successor is duly elected
and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws
or charter or statute. In no event may an Independent Trustee hold office beyond December 31 of the year in which he
or she turns 74. In no event may an Interested Trustee hold office beyond December 31 of the year in which he or she
turns 72.
|
2
|
|
Chairman of the Compliance Committee.
|
3
|
|
Chairman of the Governance and Nominating Committee.
|
4
|
|
Chairman of the Board of Trustees.
|
5
|
|
Chairman of the Performance Oversight Committee.
|
6
|
|
Vice-Chairman of the Board of Trustees and Chairman of the Audit
Committee.
|
7
|
|
Messrs. Audet and Fink are both “interested persons,”
as defined in the Investment Company Act, of the Trust based on their positions at BlackRock, Inc. and its affiliates. Mr. Gabbay
is an “interested person” of the Trust due to his former position at BlackRock, Inc. and to his ownership of BlackRock,
Inc. and The PNC Financial Services Group, Inc. (PNC) securities.
|
Certain biographical and other
information relating to the officers of the Trust is set forth below, including their year of birth, their principal occupations
for at least the last five years, the length of time served, the total number of BlackRock-advised Funds overseen and any public
directorships:
Name,
Address
and Year of Birth
|
|
Position(s)
Held with
Trust
|
|
Length
of
Time
Served
1
|
|
Principal
Occupation(s)
During Past Five Years
|
|
Number
of BlackRock-Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
|
|
Public
Company
and Investment
Company
Directorships
|
|
|
|
|
|
|
Trust Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
M. Perlowski
55 East 52nd Street
New York, NY 10055
1964
|
|
President and Chief Executive
Officer
|
|
2013 to present
|
|
Managing Director of BlackRock,
Inc. since 2009; Global Head of BlackRock Fund Administration since 2009; Managing Director and Chief Operating Officer of
the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds
from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002
to 2009; Director of Family Resource Network (charitable foundation) since 2009.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Brendan Kyne
55 East 52
nd
Street New York,
NY 10055
1977
|
|
Vice President
|
|
2013 to present
|
|
Managing Director of BlackRock, Inc. since 2010; Director
of BlackRock, Inc. from 2008 to 2009; Head of Product Development and Management for BlackRock’s U.S. Retail
Group since 2009 and Co-head thereof from 2007 to 2009; Vice President of BlackRock, Inc. from 2005 to 2008.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neal J. Andrews
55 East 52
nd
Street New York,
NY 10055
1966
|
|
Chief Financial Officer
|
|
2013 to present
|
|
Managing Director of BlackRock, Inc. since 2006; Senior Vice
President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from
1992 to 2006.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Jay M. Fife
55 East 52
nd
Street New York,
NY 10055
1970
|
|
Treasurer
|
|
2013 to present
|
|
Managing Director of BlackRock, Inc. since 2007; Director
of BlackRock, Inc. in 2006; Assistant Treasurer of MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director
of MLIM Fund Services Group from 2001 to 2006.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Brian P. Kindelan
55 East 52
nd
Street New York,
NY 10055
1959
|
|
Chief Compliance Officer and Anti-Money Laundering Officer
|
|
2013 to present
|
|
Chief Compliance Officer of the BlackRock-advised Funds since
2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005.
|
|
143 RICs
consisting of
273 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benjamin Archibald
55 East 52nd Street
New York, NY 10055
1975
|
|
Secretary
|
|
2013 to present
|
|
Managing Director of BlackRock, Inc. since 2014; Director
of BlackRock, Inc.
from 2010 to 2013; Assistant Secretary of the BlackRock-advised Funds from 2010 to 2012;
General Counsel and Chief Operating Officer of Uhuru Capital
Management from 2009 to 2010; Executive
Director and Counsel of Goldman Sachs Asset Management from 2005
to 2009.
|
|
61 RICs
consisting of
191 Portfolios
|
|
None
|
1
|
|
Officers of the Trust serve at the pleasure of the Board of Trustees.
|
Share Ownership
Information relating to each Trustee’s
share ownership in each Fund and in all BlackRock-advised Funds that are overseen by the respective Trustee (“Supervised
Funds”) as of December 31, 2013 is set forth in the chart below.
Name
of Trustee
|
|
Aggregate
Dollar
Range
of Equity
Securities
in the
CoRI
Fund 2015
|
Aggregate
Dollar
Range
of Equity
Securities
in the
CoRI
Fund 2017
|
Aggregate
Dollar
Range
of Equity
Securities
in the
CoRI
Fund 2019
|
Aggregate
Dollar
Range
of Equity
Securities
in the
CoRI
Fund 2021
|
Aggregate
Dollar
Range
of Equity
Securities
in the
CoRI
Fund 2023
|
Aggregate
Dollar Range of
Equity Securities in
Supervised Funds
|
Interested
Trustees
|
|
|
|
|
|
|
|
Paul L. Audet
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Laurence D. Fink
|
|
None
|
None
|
None
|
None
|
None
|
None*
|
Henry Gabbay
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Independent
Trustees
|
|
|
|
|
|
|
|
James H. Bodurtha
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Bruce R. Bond
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Donald W. Burton
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Honorable Stuart
E. Eizenstat
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Kenneth A. Froot
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Robert M. Hernandez
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
John F. O’Brien
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Roberta Cooper Ramo
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
David H. Walsh
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
Fred G. Weiss
|
|
None
|
None
|
None
|
None
|
None
|
Over
$100,000
|
|
|
|
|
|
|
|
|
|
*
|
As
of December 31, 2013, Mr. Fink had invested, in the aggregate, over $100,000 in BlackRock-advised
Funds, including funds not overseen by him as a director or trustee.
|
As of the date of this SAI, the
Trustees and officers of the Trust as a group owned an aggregate of less than 1% of the outstanding shares of each Fund. As of
December 31, 2013, none of the Independent Trustees of the Trust or their
immediate family members owned beneficially or of record
any securities in affiliates of the Manager, the Distributor, or any person directly or indirectly controlling, controlled by,
or under common control with the Manager or the Distributor.
Compensation of Trustees
Each Trustee who is an Independent
Trustee is paid as compensation an annual retainer of $175,000 per year for his or her services as a Board member of the BlackRock-advised
Funds, including the Funds, and a $25,000 Board meeting fee to be paid for each Board meeting 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. In addition,
the Chairman and Vice-Chairman of the Board are paid as compensation an additional annual retainer of $115,000 and $35,000, respectively,
per year. The Chairmen of the Audit Committee, Compliance Committee, Governance Committee and Performance Committee are paid as
compensation an additional annual retainer of $35,000, respectively.
Mr. Gabbay
is an interested Trustee of the Trust and serves as
an interested Board member of the other BlackRock-advised
Funds which comprise the Equity-Liquidity, the Equity-Bond
and the Closed-End BlackRock Fund Complexes. Mr. Gabbay
receives as compensation for his services as a Board
member of each of the three BlackRock Fund Complexes,
(i) an annual retainer of $550,000, paid quarterly
in arrears, allocated to the BlackRock-advised funds
in these three BlackRock Fund Complexes, including
the Funds and (ii) with respect to each of the
two open-end BlackRock Fund Complexes, a Board meeting
fee of $3,750 (with respect to meetings of the Equity-Liquidity
Complex) and $18,750 (with respect to meetings of
the Equity-Bond Complex) to be paid for attendance
at each Board meeting up to five Board meetings held
in a calendar year by each such Complex (compensation
for meetings in excess of this number to be determined
on a case-by-case basis). Mr. Gabbay will also
be reimbursed for out-of-pocket expenses in accordance
with a Board policy on travel and other business expenses
relating to attendance at meetings. Mr. Gabbay’s
compensation for serving on the boards of funds in
these three BlackRock Fund Complexes (including the
Funds) is equal to 75% of each Board member retainer
and, as applicable, of each Board meeting fee (without
regard to additional fees paid to Board and Committee
chairs) received by the Independent Board members
serving on such boards. The Board of the Trust or
of any other BlackRock-advised Fund may modify the
Board members’ compensation from time to time
depending on market conditions and Mr. Gabbay’s
compensation would be impacted by those modifications.
The following table sets forth
the estimated compensation to be earned by each of the Trustees from the Funds for the fiscal year ending October 31, 2014 and
the aggregate compensation paid to them by all BlackRock-advised Funds for the calendar year ended December 31, 2013.
Name
1
|
|
Aggregate
Compensation
from the
CoRI 2015
Fund*
|
|
Aggregate
Compensation
from the
CoRI 2017
Fund*
|
|
Aggregate
Compensation
from the
CoRI 2019
Fund*
|
|
Aggregate
Compensation
from the
CoRI 2021
Fund*
|
|
Aggregate
Compensation
from the
CoRI 2023
Fund*
|
|
|
Estimated
Annual
Benefits
Upon
Retirement
|
|
Aggregate
Compensation
from the
Funds and
Other
BlackRock-
Advised Funds
|
Interested
Trustees
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
L. Audet
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
None
|
|
None
|
Laurence
D. Fink
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
None
|
|
None
|
Henry
Gabbay
|
|
$462
|
|
$462
|
|
$46
2
|
|
$46
2
|
|
$46
2
|
|
|
None
|
|
$661,563
|
Independent
Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
H. Bodurtha
3
|
|
$467
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
|
None
|
|
$340,000
|
Bruce
R. Bond
|
|
$465
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
|
None
|
|
$305,000
|
Donald
W. Burton
|
|
$465
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
|
None
|
|
$305,000
|
Honorable
Stuart E. Eizenstat
4
|
|
$467
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
|
None
|
|
$335,000
|
Kenneth
A. Froot
|
|
$465
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
|
None
|
|
$305,000
|
Robert
M. Hernandez
5
|
|
$47
2
|
|
$47
2
|
|
$47
2
|
|
$47
2
|
|
$472
|
|
|
None
|
|
$420,000
|
John
F. O’Brien
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
|
None
|
|
$305,000
|
Roberta
Cooper Ramo
|
|
$465
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
$46
5
|
|
|
None
|
|
$305,000
|
David
H. Walsh
6
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
$46
7
|
|
|
None
|
|
$340,000
|
Fred
G. Weiss
7
|
|
$46
9
|
|
$46
9
|
|
$46
9
|
|
$46
9
|
|
$46
9
|
|
|
None
|
|
$375,000
|
|
|
* The Fund has not completed its
first full year since organization. Amounts are estimated for the Fund’s first full fiscal year ending October 31, 2014.
|
1
|
|
For the number of BlackRock-advised
Funds from which each Trustee receives compensation see the Biographical Information Chart beginning on page I-14.
|
2
|
|
Mr. Gabbay began receiving compensation
from the BlackRock-advised Funds for his service as a Trustee effective January 1, 2009. Messrs. Audet and Fink receive no
compensation from the BlackRock-advised Funds for their service as a Trustee.
|
3
|
|
Chairman of the Compliance Committee.
|
4
|
|
Chairman of the Governance Committee.
|
5
|
|
Chairman of the Board of Trustees.
|
6
|
|
Chairman of the Performance Committee.
|
7
|
|
Vice Chairman of the Board of
Trustees and Chairman of the Audit Committee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IV.
Management and Advisory Arrangements
The Trust, on behalf of each Fund,
has entered into an investment advisory agreement with the Manager (the “Management Agreement”), pursuant to which
the Manager receives as compensation for its services to each Fund, a fee with respect to each Fund at the end of each month at
the rates described below.
MAXIMUM ANNUAL CONTRACTUAL FEE RATE
FOR THE FUNDS (BEFORE WAIVERS)
Average Daily Net Assets
|
Management
Fee
|
Not
exceeding $1 billion
|
0.30%
|
In
excess of $1 billion but not more than $3 billion
|
0.28%
|
In
excess of $3 billion but not more than $5 billion
|
0.27%
|
In
excess of $5 billion but not more than $10 billion
|
0.26%
|
In
excess of $10 billion
|
0.26%
|
Pursuant to the Management Agreement,
the Manager may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisers,
including, without limitation, affiliates of the Manager, to perform investment advisory services with respect to the Funds. In
addition, the Manager may delegate certain of its investment advisory functions under the Management Agreement to one or more
of its affiliates to the extent permitted by applicable law. The Manager may terminate any or all sub-advisers or such delegation
arrangements in its sole discretion at any time to the extent permitted by applicable law.
As of the date of this SAI, the Funds
have not made any payments to the Manager for management services.
The Manager has entered into a
sub-advisory agreement (the “Sub-Advisory Agreement”) with BlackRock International Limited (“BIL” or the
“Sub-Adviser”), pursuant to which the Sub-Adviser receives for the services it provides a monthly fee at an annual
rate equal to a percentage of the fee the Manager receives under the Management Agreement. The Sub-Adviser is responsible for
the day-to-day management of the Funds.
Administration Agreement
BlackRock
(the “Administrator”) serves as the Trust’s administrator pursuant to an administration agreement (the “Administration
Agreement”). BlackRock has agreed to maintain office facilities for the Trust; furnish the Trust with clerical, bookkeeping
and administrative services; oversee the determination and publication of each Fund’s net asset value; oversee the preparation
and filing of Federal, state and local income tax returns; prepare certain reports required by regulatory authorities; calculate
various contractual expenses; determine the amount of dividends and distributions available for payment by each Fund to its shareholders;
prepare and arrange for the printing of dividend notices to shareholders; and provide Fund service providers with such information
as is required to effect the payment of dividends and distributions; and serve as liaison with the Trust’s officers, independent
accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting
policies of the Funds and monitoring financial and shareholder accounting services. The Administrator may from time to time voluntarily
waive administration fees with respect to a Fund and may voluntarily reimburse the Funds for expenses.
Under the Administration Agreement,
the Trust pays to BlackRock on behalf of each Fund a fee, computed daily and payable monthly, at an aggregate annual rate of 0.05%
of the first $500 million of each Fund’s average daily net assets, 0.04% of the next $500 million of each Fund’s average
daily net assets and 0.03% of the average daily net assets of each Fund in excess of $1 billion.
The Administration Agreement provides
that BlackRock will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund
in connection with the performance of the Administration Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence in the performance of its duties or from reckless disregard of its duties thereunder. In addition, the Trust
will indemnify BlackRock and its affiliates against any loss arising in connection with its provision of services under the Administration
Agreement, except that neither BlackRock nor its affiliates shall be indemnified against any loss arising out of willful misfeasance,
bad faith, gross negligence or reckless disregard of their respective duties under the Administration Agreement.
The Trust and its service providers
may engage third party plan administrators who provide trustee, administrative and recordkeeping services for certain employee
benefit, profit-sharing and retirement plans as agents for the Trust with respect to such plans, for the purpose of accepting
orders for the purchase and redemption of shares of the Funds.
In addition, pursuant to a Shareholders’
Administrative Services Agreement, BlackRock provides certain shareholder liaison services in connection with the Trust’s
investor service center. Each Fund reimburses BlackRock for its costs in maintaining the service center, which costs include,
among other things, employee salaries, leasehold expenses, and other out-of-pocket expenses.
Information Regarding the Portfolio Managers
Scott Radell, CFA and James Mauro
are each Fund’s portfolio managers and 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 funds and accounts other than the listed Fund for which the portfolio managers are primarily responsible for
the day-to-day portfolio management as of December 10, 2013.
CoRI 2015 Fund
|
|
Number
of Other Accounts Managed
and Assets by Account
Type
|
|
Number
of Other Accounts and
Assets for Which Advisory
Fee is
Performance-Based
|
Name
of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
Scott
Radell, CFA
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
James
Mauro
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
CoRI 2017 Fund
|
|
Number
of Other Accounts Managed
and Assets by Account
Type
|
|
Number
of Other Accounts and
Assets for Which Advisory
Fee is
Performance-Based
|
Name
of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
Scott
Radell, CFA
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
James
Mauro
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
CoRI 2019 Fund
|
|
Number
of Other Accounts Managed
and Assets by Account
Type
|
|
Number
of Other Accounts and
Assets for Which Advisory
Fee is
Performance-Based
|
Name
of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
Scott
Radell, CFA
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
James
Mauro
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
CoRI 2021 Fund
|
|
Number
of Other Accounts Managed
and Assets by Account
Type
|
|
Number
of Other Accounts and
Assets for Which Advisory
Fee is
Performance-Based
|
Name
of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
Scott
Radell, CFA
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
James
Mauro
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
CoRI 2023 Fund
|
|
Number
of Other Accounts Managed
and Assets by Account
Type
|
|
Number
of Other Accounts and
Assets for Which Advisory
Fee is
Performance-Based
|
Name
of Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other Pooled
Investment
Vehicles
|
|
Other
Accounts
|
Scott
Radell, CFA
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
James
Mauro
|
|
73
|
|
98
|
|
67
|
|
0
|
|
0
|
|
0
|
|
|
$130.6
Billion
|
|
$129
Billion
|
|
$75.39
Billion
|
|
$0
|
|
$0
|
|
$0
|
Portfolio
Manager Compensation Overview
The
discussion below describes the portfolio managers’ compensation as of December 10, 2013.
BlackRock’s
financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect
the value senior management places on key resources. Compensation may include a variety of components and may vary from year to
year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary
bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base
compensation.
Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary
Incentive Compensation.
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc.,
the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns,
of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and
the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most
cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts
managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective
determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts
managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a
pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to
these portfolio managers, such benchmarks for the Fund and other accounts are a combination of market-based indices (e.g., Barclays
U.S. Aggregate Bond Index), certain customized indices and certain fund industry peer groups.
Distribution
of Discretionary Incentive Compensation
Discretionary
incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units
which vest ratably over a number of years. For some portfolio managers, discretionary incentive compensation is also distributed
in deferred cash awards that notionally track the returns of select BlackRock investment products they manage and that vest ratably
over a number of years. The BlackRock, Inc. restricted stock units, upon vesting, will be settled in BlackRock, Inc. common stock.
Typically, the cash portion of the discretionary incentive compensation, when combined with base salary, represents more than
60% of total compensation for the portfolio managers. Paying a portion of discretionary incentive compensation in BlackRock, Inc.
stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability
to sustain and improve its performance over future periods. Providing a portion of discretionary incentive compensation in deferred
cash awards that notionally track the BlackRock investment products they manage provides direct alignment with investment product
results.
Long-Term Incentive Plan Awards
—
From time to time long-term incentive equity awards are granted to certain key employees to aid in retention,
align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted
in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. Mr. Radell has
unvested long-term incentive awards.
Deferred Compensation Program
—
A portion of the compensation paid to eligible United States-based BlackRock employees may be voluntarily deferred
at their election for defined periods of time into an account that tracks the performance of certain of the firm’s investment
products. Any portfolio manager who is either a managing director or director at BlackRock is eligible to participate in the deferred
compensation program.
Other compensation benefits.
In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive
or participate in one or more of the following:
Incentive Savings Plans —
BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to
participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase
Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible
pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation
up to the Internal Revenue Service limit ($255,000 for 2013). The RSP offers a range of investment options, including registered
investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction
set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund
that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment
in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation
in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value
on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.
Portfolio Manager Beneficial Holdings
As of the date of this SAI, neither
portfolio manager beneficially owns any equity securities of the Funds.
Potential Material Conflicts of Interest
BlackRock has built a professional
working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential
incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation
of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts
of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes
investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable
law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance
or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which
may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders
and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock
recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder,
employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect
to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies
of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees
are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers,
directors and employees of any of them has any substantial economic interest or possesses material non-public information.
Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized
for a fund. It should also be noted that Messrs. Mauro and Radell may be managing hedge fund and/or long only accounts,
or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Messrs. Mauro and Radell may
therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes
a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more
than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate
investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this
end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock
with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and
client base, as appropriate.
Custodian and Transfer Agent.
State Street Bank and Trust Company, which has its principal place of business at 100 Summer Street, Boston, Massachusetts
02110, serves as the custodian for the Funds (the “Custodian”). On a monthly basis, the Custodian nets each Fund’s
daily positive and negative cash balances and calculates a credit (“custody credit”) or a charge based on that net
amount. The custodian fees, including the amount of any overdraft charges, may be reduced by that amount of such custody credits,
and any unused credits at the end of a given month may be carried forward to a subsequent month. Any such credits unused by the
end of a Fund’s fiscal year will not expire. Net debits at the end of a given month are added to a Fund’s custody
bill and paid by the Fund.
BNY Mellon Investment Servicing (US)
Inc., which has its principal place of business at 301 Bellevue Parkway, Wilmington, Delaware 19809, serves as the transfer and
dividend disbursement agent for the Funds.
Shareholders’ Administrative
Services.
Pursuant to a Shareholders’ Administrative Services Agreement, the Manager provides certain shareholder
liaison services in connection with the Funds’ investor service center. The Funds reimburse the Manager for its costs in
maintaining the service center, which costs include, among other things, employee salaries, leasehold expenses, and other out-of-pocket
expenses which are a component of the transfer agency fees in the Funds’ annual report.
Credit Agreement.
The
Trust, on behalf of the Funds, along with certain other funds managed by the Manager and its affiliates (“Participating
Funds”), is a party to a 364-day, $800 million credit agreement with a group of lenders, which is renewed annually (the
“Credit Agreement”). Excluding commitments designated to a certain individual fund, other Participating Funds, including
the Funds, can borrow up to an aggregate commitment amount of $500 million, subject to asset coverage and other limitations as
specified in the agreement. The Funds may borrow under the Credit Agreement to meet shareholder redemptions and for other lawful
purposes. The Funds may not borrow under the Credit Agreement for leverage. The Funds may borrow up to the maximum amount allowable
under the Funds’ current Prospectuses and Statements of Additional Information, subject to various other legal, regulatory
or contractual limits. Borrowing results in interest expense and other fees and expenses for the Funds which may impact net
Fund expenses borne by remaining shareholders of the Funds. The costs of borrowing may reduce the Funds’ return. The Funds
are charged their pro rata share of upfront fees and commitment fees on the aggregate commitment amount based on their net assets.
If the Funds borrow pursuant to the Credit Agreement, the Funds are charged interest at a variable rate.
V. Information on Sales Charges and Distribution Related Expenses
Distribution Agreement and
Distribution and Service Plan.
The Trust has entered into a distribution agreement with BlackRock Investments, LLC
(“BRIL,” or the “Distributor”) under which BRIL, as agent, offers shares of the Funds on a continuous
basis. BRIL has agreed to use appropriate efforts to effect sales of the shares, but it is not obligated to sell any particular
amount of shares. BRIL’s principal business address is 40 East 52nd Street New York, NY 10022. BRIL is an affiliate of BlackRock.
VI. Computation of Offering Price Per Share
An illustration of
the computation of the public offering price of the Investor A Shares of each Fund based on a hypothetical investment of $10,000 is provided below. The values
in the following illustration are provided as examples and are not based on the actual value of the Funds’ Investor
A Shares’ net assets and number of Investor A Shares outstanding:
|
|
CoRI
2015
Fund
Investor A
Shares
|
|
CoRI
2017
Fund
Investor A
Shares
|
|
CoRI
2019
Fund
Investor A
Shares
|
|
CoRI
2021
Fund
Investor A
Shares
|
|
CoRI
2023
Fund
Investor A
Shares
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$10,000
|
|
$10,000
|
|
$10,000
|
|
$10,000
|
|
$10,000
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares Outstanding
|
|
1,000
|
|
1,000
|
|
1,000
|
|
1,000
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value Per Share (net assets divided by number of shares outstanding)
|
|
$10.00
|
|
$10.00
|
|
$10.00
|
|
$10.00
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
Sales Charge (for Investor A Shares:
4.00% of offering price; 4.20% of net asset value per shares)
1
|
|
$0.42
|
|
$0.42
|
|
$0.42
|
|
$0.42
|
|
$0.42
|
|
|
|
|
|
|
|
|
|
|
|
Offering Price
|
|
$10.42
|
|
$10.42
|
|
$10.42
|
|
$10.42
|
|
$10.42
|
1
|
|
Assumes
maximum sales charge applicable.
|
The offering price for the Funds’
other share classes is equal to the share class’ net asset value computed as set forth above for Investor A Shares. Though
not subject to a sales charge, certain share classes may be subject to a CDSC on redemption. For more information on the purchasing
and valuation of shares, please see “Purchase of Shares” and “Pricing of Shares” in Part II of this SAI.
VII. Portfolio Transactions and Brokerage
See “Portfolio Transactions
and Brokerage” in Part II of this SAI for more information.
As of the date of this SAI, the Funds
have not paid any brokerage commissions or securities lending fees.
VIII. Additional Information
The Trust was formed as a
Massachusetts business trust on July 26, 2013 under its Declaration of Trust (the “Declaration”) and is
registered under the Investment Company Act as an open-end management investment company.
The Trust currently offers shares
of five series: BlackRock CoRI 2015 Fund, BlackRock CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund and BlackRock
CoRI 2023 Fund, each of which is classified as “diversified” under the Investment Company Act. The Trust has an unlimited
number of authorized shares of beneficial interest, which may, without shareholder approval, be divided into an unlimited number
of series and an unlimited number of classes. Each of the Funds currently offers two classes of shares: Class A Shares and Institutional
Shares. Unless otherwise indicated, references to a “Fund” apply to each class of shares of the Fund. The Board of
Trustees has the right to establish additional series and classes in the future, to determine the preferences, voting powers,
rights and privileges thereof and to modify such preferences, voting powers, rights and privileges without shareholder approval.
The Trust or any series or class thereof may be terminated at any time by the Board of Trustees upon written notice to the shareholders.
Shares of each class of each series of the Trust bear their pro rata portion of all operating expenses paid by a series, except
transfer agency fees, certain administrative/servicing fees and amounts payable under the Trust’s Distribution and Service
Plan. Each share of a series of the Trust represents an interest in that series and is entitled to the dividends and distributions
earned on that series’ assets that are declared in the discretion of the Board of Trustees.
Rule 18f-2 under the Investment
Company Act provides that any matter required by the provisions of the Investment Company Act or applicable state law, or otherwise,
to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed
to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each investment
portfolio affected by such matter. Rule 18f-2 further provides that an investment portfolio shall be deemed to be affected by
a matter unless the interests of each investment portfolio in the matter are substantially identical or the matter does not affect
any interest of the investment portfolio. Under the Rule, the approval of an investment advisory agreement, a distribution plan
subject to Rule 12b-1 under the Investment Company Act or any change in a fundamental investment policy would be effectively acted
upon with respect to an investment portfolio only if approved by a majority of the outstanding shares of such investment portfolio.
However, the Rule also provides that the ratification of the appointment of independent accountants, the approval of principal
underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together
in the aggregate without regard to a particular investment portfolio.
The proceeds received by each
Fund for each issue or sale of its shares, and all net investment income, realized and unrealized gain and proceeds thereof, subject
only to the rights of creditors, will be specifically allocated to and constitute the underlying assets of that Fund. The underlying
assets of each Fund will be segregated on the books of account, and will be charged with the liabilities in respect to that Fund
and with a share of the general liabilities of the Trust. As stated herein, certain expenses of a Fund may be charged to a specific
class of shares representing interests in that Fund.
Upon any liquidation of a Fund,
shareholders of each class of the Fund are entitled to share pro rata in the net assets belonging to that class available for
distribution.
The statute governing business
trusts in Massachusetts is largely procedural in nature and the powers, duties, rights and obligations of the trustees and
shareholders of the trust are determined by the trustees as set forth in a trust’s declaration of trust. Some of the more
significant provisions of the Trust’s Declaration are described below. The Declaration provides for shareholder
voting as required by the Investment Company Act and other applicable laws but otherwise permits actions by the Trustees without
seeking the consent of shareholders. Without shareholder approval, the Trustees may, among other things, amend the Declaration,
authorize the merger, consolidation, reorganization or transfer of assets of the Trust or any series or class thereof by any means
permissible under the Investment Company Act, or terminate the Trust or any series or class thereof. The Declaration further authorizes
the Board, without shareholder approval (unless otherwise required by applicable law), to sell, lease, transfer, pledge, exchange,
convey or dispose of all or substantially all of the Trust’s or any Fund’s assets to any one or more business trusts
or other business entities or series or classes thereof (including another series or class of the Trust) upon such terms and conditions
and for such consideration (which may include the assumption of some or all of the outstanding obligations and liabilities, accrued
or contingent, whether known or unknown, of the Trust or such Fund) as the Trustees may determine. Without limiting the generality
of the foregoing, this provision may be utilized to permit the Trust or any Fund to pursue its investment program indirectly by
(i) investing through one or more subsidiary vehicles, (ii) investing its assets in a registered investment company in a master-feeder
structure, or (iii) investing in one or more underlying private funds or registered investment companies in a fund of funds structure.
A Fund is not required to hold
an annual meeting of shareholders, but will call special meetings of shareholders whenever required by the Investment Company
Act or by the terms of the Declaration. The Trust’s shareholders are entitled to one vote for each full share held and proportionate
fractional votes for fractional shares held, and will vote in the aggregate and not by series or class, except where otherwise
required by law or as determined by the Board of Trustees. Shares of the Trust have noncumulative voting rights and, accordingly,
the holders of more than 50% of the Trust’s outstanding shares (irrespective of series) may elect all of the Trustees.
Shares have no appraisal, preemptive,
conversion or exchange rights except as the Trustees may grant in their discretion. When issued for payment, shares will be fully
paid and non-assessable by the Trust. A Fund may involuntarily redeem a shareholder’s shares upon certain conditions as
may be determined by the Trustees, including, for example, if the shareholder fails to provide the Fund with identification required
by law, or if the Fund is unable to verify the information received from the shareholder. Additionally, shares of a Fund may be
redeemed when the net asset value of a shareholder account falls below a specified level, as established by the Trustees. The
Declaration specifically requires shareholders, upon demand, to disclose to a Fund information with respect to the direct and
indirect ownership of shares in order to comply with various laws and regulations, and a Fund may disclose such ownership if required
by law or regulation, or as the Trustees otherwise decide.
The Declaration provides that
the Trustees may establish the number of Trustees on the Board and that vacancies on the Board may be filled by the remaining
Trustees, except when election of Trustees by the shareholders is required under the Investment Company Act. Trustees are then
elected by a plurality of votes cast by shareholders at a meeting at which a quorum is present. The Declaration also provides
that Trustees may be removed, with or without cause, by a vote of shareholders holding at least two-thirds of the voting power
of the Trust, or by a vote of at least two-thirds of the remaining Trustees. The provisions of the Declaration relating to the
election and removal of Trustees may not be amended without the approval of two-thirds of the Trustees. The Declaration provides
that a Trustee will not be held liable to the Trust or any shareholder for errors of judgment, mistakes of fact or law, or for
any action or failure to act, except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard
of his or her duties as a Trustee. The Declaration also provides that any Trustee who serves as chair of the Board or of a committee
of the Board, lead independent Trustee, audit committee financial expert, or in any other similar capacity will not be subject
to any greater standard of care or liability because of such position. The Declaration requires the Trust to indemnify any persons
who are or who have been Trustees, officers or employees of the Trust to the fullest extent permitted by law against liability
and expenses in connection with any claim or proceeding involving such person in his or her capacity as Trustee, officer or employee
of the Trust. In making any determination as to whether any person is entitled to the advancement of expenses in connection with
a claim for which indemnification is sought, such person is entitled to
a rebuttable presumption that he or she did not engage in conduct for which indemnification is not available.
Under Massachusetts law applicable
to Massachusetts business trusts, shareholders of the Funds could, under certain circumstances, be held personally liable for
obligations of the Trust. However, the Declaration contains an express disclaimer of shareholder liability for acts or obligations
of the Trust or a Fund and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered
into or executed by the Trustees or officers on behalf of the Trust or a Fund. The Declaration further provides for indemnification
out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations
of a Fund. Upon a shareholder’s request, a Fund will assume the defense of any claim against a shareholder for personal
liability for any act or obligation of the Trust or the Fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed
and the Trust or the Fund itself was unable to meet its obligations.
The Declaration provides a detailed
process for the bringing of derivative actions by shareholders in order to permit legitimate claims to proceed directly while
avoiding the time, expense, distraction, and other harm that can be caused to a Fund and its shareholders as a result of spurious
shareholder demands and derivative actions. Prior to bringing a derivative action, a shareholder must make a demand on the Trustees,
which demand must include certain information, certifications, undertakings and acknowledgements as provided in the Declaration.
The Trustees are not required to consider a demand that is not submitted in accordance with the requirements contained in the
Declaration. The Trustees have a period of 90 days (which may be extended by an additional 60 days) after receiving a shareholder
demand to consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust
or the affected Fund, as applicable. If a majority of the Trustees who are considered independent for the purposes of considering
the demand (“independent Trustees”) determine that a suit should be maintained, then the Trust will either commence
the suit, which will proceed directly rather than derivatively, or permit the complaining shareholder to proceed derivatively,
provided however that the Trustees must approve any counsel representing the interests of the Trust or the affected Fund in the
derivative action. If a majority of the independent Trustees determines that maintaining the suit would not be in the best interests
of the Trust or the affected Fund, as applicable, the Trustees are required to reject the demand and the complaining shareholder
may not proceed with the derivative action unless the shareholder is able to sustain the burden of proof to a court that the Trustees’
decision not to pursue the requested action was inconsistent with the standard of performance required of the Trustees in performing
their duties. If a complaining shareholder’s demand is rejected by the Trustees and a court determines that the demand was
made without reasonable cause or for an improper purpose, the complaining shareholder will be responsible for the costs and expenses
(including attorneys’ fees) incurred by the Trust in connection with the consideration of the demand. If a complaining shareholder
brings a derivative action in violation of the Declaration and the action is dismissed for failure to comply with the Declaration,
the complaining shareholder will be required to reimburse the Trust or the affected Fund(s), as applicable, for the costs and
expenses (including attorneys’ fees) incurred by the Trust or affected Fund in connection with the action. The Declaration
further provides that the Trust or the affected Fund, as applicable, will be responsible for paying attorneys’ fees and
legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Trust or
Fund is obligated to pay will be calculated using reasonable hourly rates. The Declaration also requires that actions by shareholders
against the Funds be brought only in the U.S. District Court for the Southern District of New York or, if not permitted to be
brought in that court, then in a court of competent jurisdiction within the State of New York, and that the right to jury trial
be waived to the full extent permitted by law.
The provisions of the Declaration
are severable, and if the Trustees, with the advice of counsel, determine that any such provision (in whole or in part) conflicts
with the Investment Company Act or with other applicable laws and regulations, the conflicting provision (or part or parts thereof)
will be deemed not to constitute a part of the Declaration;
provided
,
however
, that any such determination will
not affect the remaining provisions of the Declaration or render invalid or improper any action taken or omitted prior to such
determination. In addition, if any provision of the Declaration is held invalid or unenforceable (in whole or in part) in any
jurisdiction, such invalidity or unenforceability will attach only to that provision (or part or parts thereof) and only in that
jurisdiction, and will not in any way affect the validity or enforceability of such provision or any other provision of the Declaration
in any other jurisdiction.
Portfolio Turnover.
The Manager will effect portfolio transactions without regard to holding period, if, in its judgment, such transactions are advisable
in light of a change in circumstances of a particular company or within a particular industry or in the general market, or a change
in economic or financial conditions. The Fund’s portfolio turnover rate is calculated by dividing the lesser of the Fund’s
annual sales or purchases of portfolio securities (exclusive of purchases or sales of all securities whose maturities at the time
of acquisition were one year or less) by the monthly average value of the securities in the portfolio during the year.
High portfolio turnover may result
in an increase in capital gain dividends and/or ordinary income dividends. See “Dividends and Taxes.” High portfolio
turnover may also involve correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions, which
are borne directly by the Fund.
Counsel
Willkie Farr & Gallagher
LLP, 787 Seventh Avenue, New York, New York 10019 serves as the Trust’s counsel.
Independent Registered
Public Accounting Firm
Deloitte & Touche LLP, with
offices at 200 Berkeley Street, Boston, Massachusetts 02116, serves as the Funds’ independent registered public accounting
firm.
Principal Shareholders
BlackRock
Holdco 2, Inc., a Delaware corporation whose principal office is located at 1209 Orange Street, Wilmington, DE 19801, has provided
an initial investment in each Fund. For so long as BlackRock Holdco 2, Inc. has a greater than 25% interest in a Fund, BlackRock
Holdco 2, Inc. may be deemed be a “control person” of the Fund for purposes of the 1940 Act.
As of the date of this SAI, no
person owned beneficially or of record 5% or more of the outstanding shares of a Fund or class of a Fund.
IX. Financial Statements
A
copy of each Fund’s first Annual Report, when available, may be obtained upon request and at no charge by calling 1-800-441-7762
between 8:00 a.m. and 6:00 p.m. Eastern time on any business day. The audited financial statements and the independent registered
public accounting firm’s report for the Trust appear herein.
BlackRock
CoRI Funds
Statements
of Assets and Liabilities
October 22,
2013
|
BlackRock
CoRI 2015
Fund
|
BlackRock
CoRI 2017
Fund
|
BlackRock
CoRI 2019
Fund
|
BlackRock
CoRI 2021
Fund
|
BlackRock
CoRI 2023
Fund
|
ASSETS:
|
|
|
|
|
|
Cash
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
|
|
|
|
|
|
NET ASSETS:
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
|
|
|
|
|
|
NET ASSETS CONSIST OF:
|
|
|
|
|
|
Paid-in capital (Note 1)
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
$ 20,000
|
|
|
|
|
|
|
NET ASSET VALUE:
|
|
|
|
|
|
Institutional:
|
|
|
|
|
|
Net Assets
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
Shares outstanding
1
|
1,000
|
1,000
|
1,000
|
1,000
|
1,000
|
Net asset value
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
|
|
|
|
|
|
Investor A:
|
|
|
|
|
|
Net Assets
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
$ 10,000
|
Shares outstanding
1
|
1,000
|
1,000
|
1,000
|
1,000
|
1,000
|
Net asset value
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
1
|
|
Unlimited number of shares authorized, no
par value
|
See Notes to Financial
Statements.
Note 1. Organization:
BlackRock CoRI Funds (the “Trust”)
is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment
company. The Fund is organized as a Massachusetts business trust. BlackRock CoRI 2015 Fund (“CoRI 2015 Fund”), BlackRock
CoRI 2017 Fund (“CoRI 2017 Fund”), BlackRock CoRI 2019 Fund (“CoRI 2019 Fund”), BlackRock CoRI 2021 Fund
(“CoRI 2021 Fund”) and BlackRock CoRI 2023 Fund (“CoRI 2023 Fund”) (collectively, the “Funds”
or individually, a “Fund”) are each a series of the Trust. Each Fund is classified as diversified. Each Fund offers
multiple classes of shares. Institutional Shares are sold without a sales charge and only to certain eligible investors. Investor
A Shares are generally sold with a front-end sales charge. All classes of shares have identical voting, dividend, liquidation
and other rights and the same terms and conditions, except that Investor A Shares bear certain expenses related to the shareholder
servicing of such shares. Investor A has exclusive voting rights with respect to matters relating to its shareholder servicing
and distribution expenditures.
Note 2. Significant
Accounting Policies:
The Funds’
financial statements are prepared in conformity with accounting principles generally accepted in the United States of America
(“US GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets
and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations
during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting
policies followed by the Funds:
Valuation:
US GAAP defines fair value as the price the Funds would receive to sell an asset
or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds
determine the fair values of their financial instruments at market value using independent dealers or pricing services under policies
approved by the Board of Trustees of the Trust (the “Board”). The BlackRock Global Valuation Methodologies Committee
(the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures
and to provide oversight of the pricing function for the Funds for all financial instruments.
Income Taxes:
It is each Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable
to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no
federal income tax provision is required. Management does not believe there are any uncertain tax positions that require recognition
of a tax liability.
Recent
Accounting Standards:
In December 2011, the Financial Accounting Standards Board
(the “FASB”) issued guidance that will expand current disclosure requirements on the offsetting of certain assets
and liabilities. The new disclosures will be required for investments and derivative financial instruments subject
to master netting or similar agreements, which are eligible for offset in the Statements of Assets and Liabilities and will require
an entity to disclose both gross and net information about such investments and transactions in the financial statements. In
January 2013, the FASB issued guidance that clarifies which investments and transactions are subject to the offsetting disclosure
requirements. The scope of the disclosure requirements for offsetting will be limited to derivative instruments, repurchase
agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. The guidance
is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those
fiscal years. Management is evaluating the impact, if any, of this guidance on the Funds’ financial statement
disclosures.
Note 3. Investment
Advisory Agreement and Other Transactions with Affiliates:
The PNC Financial
Services Group, Inc. is the largest stockholder and an affiliate, for 1940 Act purposes, of BlackRock, Inc. (“BlackRock”).
The Trust, on behalf
of the Funds, entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Manager”), the Funds’
investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services.
The Manager is responsible for the management of each Fund’s portfolio and provides the necessary personnel, facilities,
equipment and certain other services necessary to the operations of each Fund. For such services, each Fund pays the Manager a
monthly fee based on a percentage of each Fund’s average daily net assets at the following annual rates:
Average
Daily Net Assets
|
Investment
Advisory
Fee
|
|
|
|
|
First $1 billion
|
0.30%
|
|
|
|
|
$1 billion - $3 billion
|
0.28%
|
|
|
|
|
$3 billion - $5 billion
|
0.27%
|
|
|
|
|
$5 billion - $10 billion
|
0.26%
|
|
|
|
|
Greater
than $10 billion
|
0.26%
|
|
|
|
|
The Manager contractually
agreed to waive and/or reimburse fees or expenses, excluding interest expense, dividend expense, income tax expense, acquired
fund fees and expenses and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course
of the Funds’ business, in order to limit expenses. The expense limitation as a percentage of average daily net assets for
each Fund are as follows:
|
Contractual
1
|
Voluntary
2
|
|
|
|
Institutional
|
0.58%
|
0.25%
|
|
|
|
Investor
A
|
0.83%
|
0.50%
|
|
|
|
1
|
|
The
Manager
has
agreed
not
to
reduce
or
discontinue
this
contractual
waiver
or
reimbursement
prior
to
March
1,
2015
unless
approved
by
the
Board,
including
a
majority
of
the
Independent
Trustees.
|
2
|
|
The
voluntary
waiver
or
reimbursement
may
be
reduced
or
discontinued
at
any
time.
|
If during a Fund’s fiscal year
the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver or reimbursement
from the Manager, are less than the expense limit for that share class, the Manager is entitled to be reimbursed by such share
class up to the lesser of (a) the amount of fees waived or expenses reimbursed during those prior two fiscal years under the agreement
and (b) the amount by which the expense limit for that share class exceeds the operating expenses of the share class for the current
fiscal year, provided that: (1) the Fund, of which the share class is a part, has more than $50 million in assets for the fiscal
year and (2) the Manager or an affiliate continues to serve as the Fund’s investment advisor or administrator. In
the event the expense limit for a share class is changed subsequent to a fiscal year in which the Manager becomes entitled to
reimbursement for fees waived or reimbursed, the amount available to reimburse the Manager shall be calculated by reference to
the expense limit for that share class in effect at the time the Manager became entitled to receive such reimbursement, rather
than the subsequently changed expense limit for that share class.
The Manager acts
as administrator for the Funds. For these services, each Fund pays the administrator a fee computed daily and payable monthly
based on a percentage of each Fund’s average daily net assets at the following annual rates:
|
|
|
|
|
|
Average
Daily Net Assets
|
Administration
Fee
|
|
|
|
|
First $500 million
|
0.05%
|
|
|
|
|
$500 million - $1 billion
|
0.04%
|
|
|
|
|
Greater
than $1 billion
|
0.03%
|
|
|
|
|
The Trust, on behalf of each Fund,
entered into a Distribution Agreement and Distribution Plan with BlackRock Investments, LLC (“BRIL”), an affiliate
of the Manager. Pursuant to the Distribution Plan and in accordance with Rule 12b-1 under the 1940 Act, each Fund pays BRIL ongoing
service fees with respect to its Investor A Shares. The fees are accrued daily and paid monthly at the annual rate of 0.25% based
upon the average daily net assets attributable to each Fund’s Investor A Shares.
The Manager entered
into a sub-advisory agreement with BlackRock International Limited (“BIL”), an affiliate of the Manager. The
Manager pays BIL, for services it provides, a monthly fee that is a percentage of the investment advisory fees paid by the Funds
to the Manager.
Note 4. Organization
Expenses and Offering Costs:
Organization costs associated with the establishment of the Funds will be expensed by the Funds and reimbursed
by the Manager. Such organization costs are not subject to recoupment. Offering costs are amortized over a 12-month period beginning with the commencement of operations.
Note 5. Subsequent
Events:
Management has evaluated
the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that
there were no subsequent events requiring adjustment or additional disclosure in the financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholder of BlackRock CoRI 2015 Fund, BlackRock
CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund, and BlackRock CoRI 2023 Fund and to the Board of Trustees of
BlackRock CoRI Funds:
We have
audited the accompanying statements of assets and liabilities of BlackRock CoRI 2015 Fund, BlackRock CoRI 2017 Fund,
BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund, and BlackRock CoRI 2023 Fund (collectively, the “Funds”),
each a series of BlackRock CoRI Funds (the “Trust”), as of October 22, 2013. These financial
statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our
audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all material respects, the financial positions of BlackRock
CoRI 2015 Fund, BlackRock CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund, and BlackRock CoRI 2023 Fund as of
October 22, 2013, in
conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
January 29,
2014
P
ART
II
Throughout
this Statement of Additional Information (“SAI”), each BlackRock-advised fund may be referred to as a “Fund”
or collectively with others as the “Funds.” Certain Funds may also be referred to as “Municipal Funds”
if they invest certain of their assets in municipal investments described below.
Each
Fund is organized either as a Maryland corporation, a Massachusetts business trust or a Delaware statutory trust. In each jurisdiction,
nomenclature varies. For ease and clarity of presentation, shares of common stock and shares of beneficial interest are referred
to herein as “shares” or “Common Stock,” holders of shares of Common Stock are referred to as “shareholders,”
the trustees or directors of each Fund are referred to as “Directors,” BlackRock Advisors, LLC or its affiliates is
the investment adviser or manager of each Fund and is referred to herein as the “Manager” or “BlackRock”
and the investment advisory agreement or management agreement applicable to each Fund is referred to as the “Management
Agreement.” Each Fund’s Articles of Incorporation or Declaration of Trust, together with all amendments thereto, is
referred to as its “charter.” The Investment Company Act of 1940, as amended, is referred to herein as the “Investment
Company Act.” The Securities Act of 1933, as amended, is referred to herein as the “Securities Act.” The Securities
and Exchange Commission is referred to herein as the “Commission” or the “SEC.”
Certain
Funds are “feeder” funds (each, a “Feeder Fund”) that invest all or a portion of their assets in a corresponding
“master” portfolio (each, a “Master Portfolio”) of a master limited liability company (each, a “Master
LLC”), a mutual fund that has the same objective and strategies as the Feeder Fund. All investments are generally made at
the level of the Master Portfolio. This structure is sometimes called a “master/feeder” structure. A Feeder Fund’s
investment results will correspond directly to the investment results of the underlying Master Portfolio in which it invests.
For simplicity, this SAI uses the term “Fund” to include both a Feeder Fund and its Master Portfolio.
In addition
to containing information about the Funds, Part II of this SAI contains general information about all funds in the BlackRock-advised
fund complex. Certain information contained herein may not be relevant to a particular Fund.
I
NVESTMENT
R
ISKS
AND
C
ONSIDERATIONS
Set forth
below are descriptions of some of the types of investments and investment strategies that one or more of the Funds may use, and
the risks and considerations associated with those investments and investment strategies. Please see each Fund’s Prospectus
and the “Investment Objectives and Policies” section of Part I of this SAI for further information on each Fund’s
investment policies and risks. Information contained in this section about the risks and considerations associated with a Fund’s
investments and/or investment strategies applies only to those Funds specifically identified in Part I of this Statement of Additional
Information as making each type of investment or using each investment strategy (each, a “Covered Fund”). Information
that does not apply to a Covered Fund does not form a part of that Covered Fund’s Statement of Additional Information and
should not be relied on by investors in that Covered Fund. Only information that is clearly identified as applicable to a Covered
Fund is considered to form a part of that Covered Fund’s Statement of Additional Information.
144A
Securities
. A Fund may purchase securities that can be offered and sold only to “qualified institutional buyers”
under Rule 144A under the Securities Act. The Directors have determined to treat as liquid Rule 144A securities that are either
freely tradable in their primary markets offshore or have been determined to be liquid in accordance with the policies and procedures
adopted by the Fund’s Directors. The Directors have adopted guidelines and delegated to the Manager the daily function of
determining and monitoring liquidity of 144A securities. The Directors, however, will retain sufficient oversight and will ultimately
be responsible for the determinations. Since it is not possible to predict with assurance exactly how the market for securities
sold and offered under Rule 144A will continue to develop, the Directors will carefully monitor a Fund’s investments in
these securities. This investment practice could have the effect of increasing the level of illiquidity in a Fund to the extent
that qualified institutional buyers become for a time uninterested in purchasing these securities.
Asset-Backed
Securities.
Asset-backed securities are securities backed by home equity loans, installment sale contracts, credit card
receivables or other assets.
Asset-backed securities are “pass-through” securities, meaning that principal
and interest payments — net of expenses — made by the borrower on the underlying assets (such as credit
card
receivables) are passed through to a Fund. The value of asset-backed securities, like that of traditional fixed income securities,
typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities differ from
traditional fixed income securities because of their potential for prepayment. The price paid by a Fund for its asset-backed securities,
the yield the Fund expects to receive from such securities and the average life of the securities are based on a number of factors,
including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers may
prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the
asset-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive
a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases asset-backed
securities at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such securities at
a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments
will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In
a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity
extension risk. This particular risk may effectively change a security that was considered short- or intermediate-term at the
time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response
to changes in interest rates than does the value of shorter-term securities, maturity extension risk could increase the volatility
of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much
as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments
and thus affect maturities.
Asset-Based
Securities.
Certain Funds may invest in debt, preferred or convertible securities, the principal amount, redemption terms
or conversion terms of which are related to the market price of some natural resource asset such as gold bullion. These securities
are referred to as “asset-based securities.” A Fund will purchase only asset-based securities that are rated, or are
issued by issuers that have outstanding debt obligations rated, investment grade (for example, AAA, AA, A or BBB by Standard &
Poor’s (“S&P”) or Fitch Ratings (“Fitch”), or Baa by Moody’s Investors Service, Inc. (“Moody’s”)
or commercial paper rated A-1 by S&P or Prime-1 by Moody’s) or by issuers that the Manager has determined to be of similar
creditworthiness. Obligations ranked in the fourth highest rating category, while considered “investment grade,” may
have certain speculative characteristics and may be more likely to be downgraded than securities rated in the three highest rating
categories. If an asset-based security is backed by a bank letter of credit or other similar facility, the Manager may take such
backing into account in determining the creditworthiness of the issuer. While the market prices for an asset-based security and
the related natural resource asset generally are expected to move in the same direction, there may not be perfect correlation
in the two price movements. Asset-based securities may not be secured by a security interest in or claim on the underlying natural
resource asset. The asset-based securities in which a Fund may invest may bear interest or pay preferred dividends at below market
(or even relatively nominal) rates. Certain asset-based securities may be payable at maturity in cash at the stated principal
amount or, at the option of the holder, directly in a stated amount of the asset to which it is related. In such instance, because
no Fund presently intends to invest directly in natural resource assets, a Fund would sell the asset-based security in the secondary
market, to the extent one exists, prior to maturity if the value of the stated amount of the asset exceeds the stated principal
amount and thereby realize the appreciation in the underlying asset.
Precious
Metal-Related Securities.
A Fund may invest in the securities of companies that explore for, extract, process or deal in precious
metals (e.g., gold, silver and platinum), and in asset-based securities indexed to the value of such metals. Such securities may
be purchased when they are believed to be attractively priced in relation to the value of a company’s precious metal-related
assets or when the values of precious metals are expected to benefit from inflationary pressure or other economic, political or
financial uncertainty or instability. Based on historical experience, during periods of economic or financial instability the
securities of companies involved in precious metals may be subject to extreme price fluctuations, reflecting the high volatility
of precious metal prices during such periods. In addition, the instability of precious metal prices may result in volatile earnings
of precious metal-related companies, which may, in turn, adversely affect the financial condition of such companies. The major
producers of gold include the Republic of South Africa, Russia, Canada, the United States, Brazil and Australia. Sales of gold
by Russia are largely unpredictable and often relate to political and economic considerations rather than to market forces. Economic,
financial, social and political factors within South Africa may significantly affect South African gold production.
Bank Loans.
Certain Funds may invest in bank
loans. Bank loans are generally non-investment grade floating rate instruments. Usually, they are freely callable at the issuer’s
option. Certain Funds may invest in fixed and floating rate loans (“Loans”) arranged through private negotiations
between a corporate borrower or a foreign sovereign entity and one or more financial institutions (“Lenders”). A Fund
may invest in such Loans in the form of participations in Loans (“Participations”) and assignments of all or a portion
of Loans from third parties (“Assignments”). A Fund considers these investments to be investments in debt securities
for purposes of its investment policies. Participations typically will result in the Fund having a contractual relationship only
with the Lender, not with the borrower. The Fund will have the right to receive payments of principal, interest and any fees to
which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Fund generally will have no right to enforce compliance by the borrower
with the terms of the loan agreement relating to the Loans, nor any rights of set-off against the borrower, and the Fund may not
benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Fund will
assume the credit risk of both the borrower and the Lender that is selling the Participation. In the event of the insolvency of
the Lender selling the Participation, the Fund may be treated as a general creditor of the Lender and may not benefit from any
set-off between the Lender and the borrower. The Fund will acquire Participations only if the Lender interpositioned between the
Fund and the borrower is determined by the Fund’s manager to be creditworthy. When the Fund purchases Assignments from Lenders,
the Fund will acquire direct rights against the borrower on the Loan, and will not have exposure to a counterparty’s credit
risk. The Funds may enter into Participations and Assignments on a forward commitment or “when-issued” basis, whereby
a Fund would agree to purchase a Participation or Assignment at set terms in the future. For more information on forward commitments
and when-issued securities, see “When-Issued Securities, Delayed Delivery Securities and Forward Commitments” below.
A Fund may have difficulty disposing of Assignments and Participations.
In certain cases, the market for such instruments is not highly liquid, and therefore the Fund anticipates that in such cases
such instruments could be sold only to a limited number of institutional investors. The lack of a highly liquid secondary market
may have an adverse impact on the value of such instruments and on the Fund’s ability to dispose of particular Assignments
or Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. Assignments
and Participations will not be considered illiquid so long as it is determined by the Funds’ manager that an adequate trading
market exists for these securities. To the extent that liquid Assignments and Participations that a Fund holds become illiquid,
due to the lack of sufficient buyers or market or other conditions, the percentage of the Fund’s assets invested in illiquid
assets would increase.
Leading financial institutions often act as agent for a broader
group of lenders, generally referred to as a syndicate. The syndicate’s agent arranges the loans, holds collateral and accepts
payments of principal and interest. If the agent develops financial problems, a Fund may not recover its investment or recovery
may be delayed.
The Loans in which the Fund may invest are subject to the
risk of loss of principal and income. Although borrowers frequently provide collateral to secure repayment of these obligations
they do not always do so. If they do provide collateral, the value of the collateral may not completely cover the borrower’s
obligations at the time of a default. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these
laws may limit a Fund’s rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case.
In the event of a bankruptcy, the holder of a Loan may not recover its principal, may experience a long delay in recovering its
investment and may not receive interest during the delay.
Borrowing
and Leverage.
Each Fund may borrow as a temporary measure for extraordinary or emergency purposes, including to meet redemptions
or to settle securities transactions. Certain Funds will not purchase securities at any time when borrowings exceed 5% of their
total assets, except (a) to honor prior commitments or (b) to exercise subscription rights when outstanding borrowings have been
obtained exclusively for settlements of other securities transactions. Certain Funds may also borrow in order to make investments.
The purchase of securities while borrowings are outstanding will have the effect of leveraging the Fund. Such leveraging increases
the Fund’s exposure to capital risk, and borrowed funds are subject to interest costs that will reduce net income. The use
of leverage by a Fund creates an opportunity for greater total return, but, at the same time, creates special risks. For example,
leveraging may exaggerate changes in the net asset value of Fund shares and in the yield on the Fund’s portfolio. Although
the principal of such borrowings will be fixed, the Fund’s assets may change in value during the time the borrowings are
outstanding. Borrowings will create interest expenses for the Fund that can exceed the income from the assets purchased with the
borrowings. To the extent the income or capital appreciation derived
from
securities purchased with borrowed funds exceeds the interest the Fund will have to pay on the borrowings, the Fund’s return
will be greater than if leverage had not been used. Conversely, if the income or capital appreciation from the securities purchased
with such borrowed funds is not sufficient to cover the cost of borrowing, the return to the Fund will be less than if leverage
had not been used and, therefore, the amount available for distribution to shareholders as dividends will be reduced. In the latter
case, the Manager in its best judgment nevertheless may determine to maintain the Fund’s leveraged position if it expects
that the benefits to the Fund’s shareholders of maintaining the leveraged position will outweigh the current reduced return.
Certain
types of borrowings by a Fund may result in the Fund being subject to covenants in credit agreements relating to asset coverage,
portfolio composition requirements and other matters. It is not anticipated that observance of such covenants would impede the
Manager from managing a Fund’s portfolio in accordance with the Fund’s investment objectives and policies. However,
a breach of any such covenants not cured within the specified cure period may result in acceleration of outstanding indebtedness
and require the Fund to dispose of portfolio investments at a time when it may be disadvantageous to do so.
Each
Fund may at times borrow from affiliates of the Manager, provided that the terms of such borrowings are no less favorable than
those available from comparable sources of funds in the marketplace.
Cash
Flows; Expenses.
The ability of each Fund to satisfy its investment objective depends to some extent on the Manager’s
ability to manage cash flow (primarily from purchases and redemptions and distributions from the Fund’s investments). The
Manager will make investment changes to a Fund’s portfolio to accommodate cash flow while continuing to seek to replicate
the total return of the Fund’s target index. Investors should also be aware that the investment performance of each index
is a hypothetical number which does not take into account brokerage commissions and other transaction costs, custody and other
costs of investing, and any incremental operating costs (e.g., transfer agency and accounting costs) that will be borne by the
Funds. Finally, since each Fund seeks to replicate the total return of its target index, the Manager generally will not attempt
to judge the merits of any particular security as an investment.
Cash
Management
. Generally, the Manager will employ futures and options on futures to provide liquidity necessary to meet anticipated
redemptions or for day-to-day operating purposes. However, if considered appropriate in the opinion of the Manager, a portion
of a Fund’s assets may be invested in certain types of instruments with remaining maturities of 397 days or less for liquidity
purposes. Such instruments would consist of: (i) obligations of the U.S. Government, its agencies, instrumentalities, authorities
or political subdivisions (“U.S. Government Securities”); (ii) other fixed-income securities rated Aa or higher by
Moody’s or AA or higher by S&P or, if unrated, of comparable quality in the opinion of the Manager; (iii) commercial
paper; (iv) bank obligations, including negotiable certificates of deposit, time deposits and bankers’ acceptances; and
(v) repurchase agreements. At the time the Fund invests in commercial paper, bank obligations or repurchase agreements, the issuer
or the issuer’s parent must have outstanding debt rated Aa or higher by Moody’s or AA or higher by S&P or outstanding
commercial paper, bank obligations or other short-term obligations rated Prime-1 by Moody’s or A-1 by S&P; or, if no
such ratings are available, the instrument must be of comparable quality in the opinion of the Manager.
Collateralized
Debt Obligations.
Certain Funds may invest in collateralized debt obligations (“CDOs”), which include collateralized
bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities.
CDOs are types of asset-backed securities. A CBO is ordinarily issued by a trust or other special purpose entity (“SPE”)
and is typically backed by a diversified pool of fixed income securities (which may include high risk, below investment grade
securities) held by such issuer. A CLO is ordinarily issued by a trust or other SPE and is typically collateralized by a pool
of loans, which may include, among others, domestic and non-U.S. senior secured loans, senior unsecured loans, and subordinate
corporate loans, including loans that may be rated below investment grade or equivalent unrated loans, held by such issuer. Although
certain CDOs may benefit from credit enhancement in the form of a senior-subordinate structure, over-collateralization or bond
insurance, such enhancement may not always be present, and may fail to protect a Fund against the risk of loss on default of the
collateral. Certain CDO issuers may use derivatives contracts to create “synthetic” exposure to assets rather than
holding such assets directly, which entails the risks of derivative instruments described elsewhere in this SAI. CDOs may charge
management fees and administrative expenses, which are in addition to those of a Fund.
For both CBOs and CLOs, the cash flows from
the SPE are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity”
tranche, which bears the first loss from defaults from the bonds
or loans
in the SPE and serves to protect the other, more senior tranches from default (though such protection is not complete). Since
it is partially protected from defaults, a senior tranche from a CBO or CLO typically has higher ratings and lower yields than
its underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches
can experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies, forced liquidation
of the collateral pool due to a failure of coverage tests, increased sensitivity to defaults due to collateral default and disappearance
of protecting tranches, market anticipation of defaults as well as investor aversion to CBO or CLO securities as a class. Interest
on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations of the same type
rather than cash), which involves continued exposure to default risk with respect to such payments.
The risks
of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests.
Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As
a result, investments in CDOs may be characterized by a Fund as illiquid securities. However, an active dealer market may exist
for CDOs, allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities
and asset-backed securities generally discussed elsewhere in this SAI, CDOs carry additional risks including, but not limited
to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments;
(ii) the risk that the collateral may default or decline in value or be downgraded, if rated by a nationally recognized statistical
rating organization (“NRSRO”); (iii) a Fund may invest in tranches of CDOs that are subordinate to other tranches;
(iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding
the characterization of proceeds; (v) the investment return achieved by the Fund could be significantly different than those predicted
by financial models; (vi) the lack of a readily available secondary market for CDOs; (vii) risk of forced “fire sale”
liquidation due to technical defaults such as coverage test failures; and (viii) the CDO’s manager may perform poorly.
Commercial
Paper
.
Certain Funds may purchase commercial paper. Commercial paper purchasable by each Fund includes “Section
4(2) paper,” a term that includes debt obligations issued in reliance on the “private placement” exemption from
registration afforded by Section 4(a)(2) of the Securities Act. Section 4(2) paper is restricted as to disposition under the Federal
securities laws, and is frequently sold (and resold) to institutional investors such as the Fund through or with the assistance
of investment dealers who make a market in the Section 4(2) paper, thereby providing liquidity. Certain transactions in Section
4(2) paper may qualify for the registration exemption provided in Rule 144A under the Securities Act.
Commodity-Linked
Derivative Instruments and Hybrid Instruments.
Certain Funds seek to gain exposure to the commodities markets primarily
through investments in hybrid instruments. Hybrid instruments are either equity or debt derivative securities with one or more
commodity-dependent components that have payment features similar to a commodity futures contract, a commodity option contract,
or a combination of both. Therefore, these instruments are “commodity-linked.” They are considered “hybrid”
instruments because they have both commodity-like and security-like characteristics. Hybrid instruments are derivative instruments
because at least part of their value is derived from the value of an underlying commodity, futures contract, index or other readily
measurable economic variable.
The prices
of commodity-linked derivative instruments may move in different directions than investments in traditional equity and debt securities
when the value of those traditional securities is declining due to adverse economic conditions. As an example, during periods
of rising inflation, debt securities have historically tended to decline in value due to the general increase in prevailing interest
rates. Conversely, during those same periods of rising inflation, the prices of certain commodities, such as oil and metals, have
historically tended to increase. Of course, there cannot be any guarantee that these investments will perform in that manner in
the future, and at certain times the price movements of commodity-linked instruments have been parallel to those of debt and equity
securities. Commodities have historically tended to increase and decrease in value during different parts of the business cycle
than financial assets. Nevertheless, at various times, commodities prices may move in tandem with the prices of financial assets
and thus may not provide overall portfolio diversification benefits. Under favorable economic conditions, the Fund’s investments
may be expected to under-perform an investment in traditional securities. Over the long term, the returns on the Fund’s
investments are expected to exhibit low or negative correlation with stocks and bonds.
Qualifying
Hybrid Instruments.
Certain Funds may invest in hybrid instruments that qualify for exclusion from regulation under the Commodity
Exchange Act and the regulations adopted thereunder. A hybrid instrument that qualifies for this exclusion from regulation must
be “predominantly a security.” A hybrid instrument is considered to be predominantly a security if (a) the issuer
of the hybrid instrument receives payment in full of the purchase price of the hybrid instrument, substantially contemporaneously
with delivery of the hybrid instrument; (b) the purchaser or holder of the hybrid instrument is not required to make any payment
to the issuer in addition to the purchase price paid under subparagraph (a), whether as margin, settlement payment, or otherwise,
during the life of the hybrid instrument or at maturity; (c) the issuer of the hybrid instrument is not subject by the terms of
the instrument to mark-to-market margining requirements; and (d) the hybrid instrument is not marketed as a contract of sale of
a commodity for future delivery (or option on such a contract) subject to applicable provisions of the Commodity Exchange Act.
Hybrid instruments may be principal protected, partially protected, or offer no principal protection. A principal protected hybrid
instrument means that the issuer will pay, at a minimum, the par value of the note at maturity. Therefore, if the commodity value
to which the hybrid instrument is linked declines over the life of the note, the Fund will receive at maturity the face or stated
value of the note. With a principal protected hybrid instrument, the Fund will receive at maturity the greater of the par value
of the note or the increase in its value based on the underlying commodity or index. This protection is, in effect, an option
whose value is subject to the volatility and price level of the underlying commodity. The Manager’s decision whether to
use principal protection depends in part on the cost of the protection. In addition, the protection feature depends upon the ability
of the issuer to meet its obligation to buy back the security, and, therefore, depends on the creditworthiness of the issuer.
With full principal protection, the Fund will receive at maturity of the hybrid instrument either the stated par value of the
hybrid instrument, or potentially, an amount greater than the stated par value if the underlying commodity, index, futures contract
or economic variable to which the hybrid instrument is linked has increased in value. Partially protected hybrid instruments may
suffer some loss of principal if the underlying commodity, index, futures contract or economic variable to which the hybrid instrument
is linked declines in value during the term of the hybrid instrument. However, partially protected hybrid instruments have a specified
limit as to the amount of principal that they may lose.
Hybrid
Instruments Without Principal Protection.
Certain Funds may invest in hybrid instruments that offer no principal protection.
At maturity, there is a risk that the underlying commodity price, futures contract, index or other economic variable may have
declined sufficiently in value such that some or all of the face value of the hybrid instrument might not be returned. The Manager,
at its discretion, may invest in a partially protected principal structured note or a note without principal protection. In deciding
to purchase a note without principal protection, the Manager may consider, among other things, the expected performance of the
underlying commodity futures contract, index or other economic variable over the term of the note, the cost of the note, and any
other economic factors that the Manager believes are relevant.
Limitations
on Leverage.
Some of the hybrid instruments in which a Fund may invest may involve leverage. To avoid being subject to undue
leverage risk, a Fund will seek to limit the amount of economic leverage it has under any one hybrid instrument that it buys and
the leverage of the Fund’s overall portfolio. A Fund will not invest in a hybrid instrument if, at the time of purchase:
(i) that instrument’s “leverage ratio” exceeds 300% of the price increase in the underlying commodity, futures
contract, index or other economic variable or (ii) the Fund’s “portfolio leverage ratio” exceeds 150%, measured
at the time of purchase. “Leverage ratio” is the expected increase in the value of a hybrid instrument, assuming a
one percent price increase in the underlying commodity, futures contract, index or other economic factor. In other words, for
a hybrid instrument with a leverage factor of 150%, a 1% gain in the underlying economic variable would be expected to result
in a 1.5% gain in value for the hybrid instrument. Conversely, a hybrid instrument with a leverage factor of 150% would suffer
a 1.5% loss if the underlying economic variable lost 1% of its value. “Portfolio leverage ratio” is defined as the
average (mean) leverage ratio of all instruments in a Fund’s portfolio, weighted by the market values of such instruments
or, in the case of futures contracts, their notional values. To the extent that the policy on a Fund’s use of leverage stated
above conflicts with the Investment Company Act or the rules and regulations thereunder, the Fund will comply with the applicable
provisions of the Investment Company Act. A Fund may at times or from time to time decide not to use leverage in its investments
or use less leverage than may otherwise be allowable.
Counterparty
Risk
. A significant risk of hybrid instruments is counterparty risk. Unlike exchange-traded futures and options, which are
standard contracts, hybrid instruments are customized securities, tailor-made by a specific issuer. With a listed futures or options
contract, an investor’s counterparty is the exchange clearinghouse. Exchange
clearinghouses
are capitalized by the exchange members and typically have high investment grade ratings (e.g., ratings of AAA or AA by S&P).
Therefore, the risk is small that an exchange clearinghouse might be unable to meet its obligations at maturity. However, with
a hybrid instrument, a Fund will take on the counterparty credit risk of the issuer. That is, at maturity of the hybrid instrument,
there is a risk that the issuer may be unable to perform its obligations under the structured note.
Convertible
Securities.
A convertible security is a bond, debenture, note, preferred stock or other security that may be converted
into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid
or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that
they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar
issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes
in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit
standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible
securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible
securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible
security’s governing instrument.
The characteristics
of convertible securities make them potentially attractive investments for an investment company seeking a high total return from
capital appreciation and investment income. These characteristics include the potential for capital appreciation as the value
of the underlying common stock increases, the relatively high yield received from dividend or interest payments as compared to
common stock dividends and decreased risks of decline in value relative to the underlying common stock due to their fixed income
nature. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security is
generally less than would be the case if the securities were issued in nonconvertible form.
In analyzing
convertible securities, the Manager will consider both the yield on the convertible security relative to its credit quality and
the potential capital appreciation that is offered by the underlying common stock, among other things.
Convertible
securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible
securities held by a Fund are denominated in U.S. dollars, the underlying equity securities may be quoted in the currency of the
country where the issuer is domiciled. As a result, fluctuations in the exchange rate between the currency in which the debt security
is denominated and the currency in which the share price is quoted will affect the value of the convertible security. With respect
to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price
may be based on a fixed exchange rate established at the time the security is issued, which may increase the effects of currency
risk. As described below, a Fund is authorized to enter into foreign currency hedging transactions in which it may seek to reduce
the effect of exchange rate fluctuations.
Apart
from currency considerations, the value of convertible securities is influenced by both the yield on nonconvertible securities
of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard
to its conversion feature (
i.e.
, strictly on the basis of its yield) is sometimes referred to as its “investment
value.” To the extent interest rates change, the investment value of the convertible security typically will fluctuate.
At the same time, however, the value of the convertible security will be influenced by its “conversion value,” which
is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion
value fluctuates directly with the price of the underlying common stock. If the conversion value of a convertible security is
substantially below its investment value, the price of the convertible security is governed principally by its investment value.
To the extent the conversion value of a convertible security increases to a point that approximates or exceeds its investment
value, the price of the convertible security will be influenced principally by its conversion value. A convertible security will
sell at a premium over the conversion value to the extent investors place value on the right to acquire the underlying common
stock while holding a fixed income security. The yield and conversion premium of convertible securities issued in Japan and the
Euromarket are frequently determined at levels that cause the conversion value to affect their market value more than the securities’
investment value.
Holders
of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated
to other debt securities of the same issuer. A convertible security may be subject to redemption at the option of the issuer at
a price established in a charter provision, indenture or other governing instrument pursuant to which the convertible security
was issued. If a convertible security held by a Fund is called for redemption, the Fund will be required to redeem the security,
convert it into the underlying common stock or sell it to a third party. Certain convertible debt securities may provide a put
option to the holder, which entitles the holder to cause the security to be redeemed by the issuer at a premium over the stated
principal amount of the debt security under certain circumstances.
A Fund
may also invest in synthetic convertible securities. Synthetic convertible securities may include either Cash-Settled Convertibles
or Manufactured Convertibles. Cash-Settled Convertibles are instruments that are created by the issuer and have the economic characteristics
of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances.
As an example, a private company may issue a Cash-Settled Convertible that is convertible into common stock only if the company
successfully completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any
equity appreciation. Manufactured Convertibles are created by the Manager or another party by combining separate securities that
possess one of the two principal characteristics of a convertible security,
i.e.
, fixed income (“fixed income component”)
or a right to acquire equity securities (“convertibility component”). The fixed income component is achieved by investing
in nonconvertible fixed income securities, such as nonconvertible bonds, preferred stocks and money market instruments. The convertibility
component is achieved by investing in call options, warrants, or other securities with equity conversion features (“equity
features”) granting the holder the right to purchase a specified quantity of the underlying stocks within a specified period
of time at a specified price or, in the case of a stock index option, the right to receive a cash payment based on the value of
the underlying stock index.
A Manufactured
Convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which
is a single security that has a unitary market value, a Manufactured Convertible is comprised of two or more separate securities,
each with its own market value. Therefore, the total “market value” of such a Manufactured Convertible is the sum
of the values of its fixed income component and its convertibility component.
More
flexibility is possible in the creation of a Manufactured Convertible than in the purchase of a traditional convertible security.
Because many corporations have not issued convertible securities, the Manager may combine a fixed income instrument and an equity
feature with respect to the stock of the issuer of the fixed income instrument to create a synthetic convertible security otherwise
unavailable in the market. The Manager may also combine a fixed income instrument of an issuer with an equity feature with respect
to the stock of a different issuer when the Manager believes such a Manufactured Convertible would better promote a Fund’s
objective than alternative investments. For example, the Manager may combine an equity feature with respect to an issuer’s
stock with a fixed income security of a different issuer in the same industry to diversify the Fund’s credit exposure, or
with a U.S. Treasury instrument to create a Manufactured Convertible with a higher credit profile than a traditional convertible
security issued by that issuer. A Manufactured Convertible also is a more flexible investment in that its two components may be
purchased separately and, upon purchasing the separate securities, “combined” to create a Manufactured Convertible.
For example, the Fund may purchase a warrant for eventual inclusion in a Manufactured Convertible while postponing the purchase
of a suitable bond to pair with the warrant pending development of more favorable market conditions.
The value
of a Manufactured Convertible may respond to certain market fluctuations differently from a traditional convertible security with
similar characteristics. For example, in the event a Fund created a Manufactured Convertible by combining a short-term U.S. Treasury
instrument and a call option on a stock, the Manufactured Convertible would be expected to outperform a traditional convertible
of similar maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed income
securities and underperform during periods when corporate fixed income securities outperform Treasury instruments.
Debt
Securities.
Debt securities, such as bonds, involve credit risk. This is the risk that the issuer will not make timely
payments of principal and interest. The degree of credit risk depends on the issuer’s financial condition and on the terms
of the debt securities. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness
may also affect the value of a Fund’s investment in that issuer. Credit risk is reduced to the extent a Fund limits its
debt investments to U.S. Government securities.
All debt
securities, however, are subject to interest rate risk. This is the risk that the value of the security may fall when interest
rates rise. If interest rates move sharply in a manner not anticipated by Fund management, a Fund’s investments in debt
securities could be adversely affected and the Fund could lose money. In general, the market price of debt securities with longer
maturities will go up or down more in response to changes in interest rates than will the market price of shorter-term debt securities.
During
periods of rising interest rates, the average life of certain fixed income securities is extended because of slower than expected
principal payments. This may lock in a below-market interest rate and extend the duration of these fixed-income securities, especially
mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest
rates, these securities may exhibit additional volatility and lose value. This is known as extension risk.
The value
of fixed income securities in the Funds can be expected to vary inversely with changes in prevailing interest rates. Fixed income
securities with longer maturities, which tend to produce higher yields, are subject to potentially greater capital appreciation
and depreciation than securities with shorter maturities. The Funds are not restricted to any maximum or minimum time to maturity
in purchasing individual portfolio securities, and the average maturity of a Fund’s assets will vary.
Depositary
Receipts (ADRs, EDRs and GDRs)
. Certain
Funds may
invest in the securities of foreign issuers in the form of Depositary Receipts or other securities convertible into securities
of foreign issuers. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into
which they may be converted.
The Fund may invest in both sponsored and unsponsored
American
Depositary Receipts (“ADRs”)
, European Depositary Receipts (“EDRs”),
Global Depositary Receipts (“GDRs”) and other similar global instruments. ADRs typically are
issued by an American
bank or trust company
and
evidence ownership of underlying securities issued by
a
foreign
corporation.
EDRs, which are
sometimes referred to as Continental
Depositary Receipts
,
are receipts
issued in Europe
, typically by foreign banks and trust companies,
that evidence
ownership of either foreign or domestic underlying securities. GDRs are depositary receipts
structured like global debt issues to facilitate trading on an international basis. Unsponsored ADR, EDR and GDR programs are
organized independently and without the cooperation of the issuer of the underlying securities. As a result, available information
concerning the issuer may not be as current as for sponsored ADRs, EDRs and GDRs, and the prices of unsponsored ADRs, EDRs and
GDRs may be more volatile than if such instruments were sponsored by the issuer.
Depositary Receipts are generally subject
to the same risks as the foreign securities that they evidence or into which they may be converted.
Investments in ADRs, EDRs and GDRs present additional investment considerations as described under “Foreign Investment Risks.”
Derivatives.
Each Fund may use instruments referred to as derivative securities. Derivatives are financial instruments the value
of which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates,
such as the S&P 500 Index or the prime lending rate). Derivatives allow a Fund to increase or decrease the level of risk to
which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. Each Fund may use derivatives
for hedging purposes. Certain Funds may also use derivatives for speculative purposes to seek to enhance returns. The use of a
derivative is speculative if the Fund is primarily seeking to achieve gains, rather than offset the risk of other positions. When
a Fund invests in a derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative,
which may sometimes be greater than the derivative’s cost. Unless otherwise permitted, no Fund may use any derivative to
gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.
Hedging
.
Hedging is a strategy in which a derivative is used to offset the risks associated with other Fund holdings. Losses on the other
investment may be substantially reduced by gains on a derivative that reacts in an opposite manner to market movements. While
hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from
that anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge. Hedging also involves correlation
risk,
i.e.
the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected
by a Fund, in which case any losses on the holdings being hedged may not be reduced or may be increased. The inability to close
options and futures positions also could have an adverse impact on a Fund’s ability to hedge effectively its portfolio.
There is also a risk of loss by the Fund of margin deposits or collateral in the event of bankruptcy of a broker with whom the
Fund has an open position in an option, a futures contract or a related option. There can be no assurance that a Fund’s
hedging
strategies
will be effective. No Fund is required to engage in hedging transactions and each Fund may choose not to do so.
A Fund
may use derivative instruments and trading strategies, including the following:
Indexed
and Inverse Securities.
A Fund may invest in securities that provide a potential return based on a particular index of value
or interest rates. For example, a Fund may invest in securities that pay interest based on an index of interest rates. The principal
amount payable upon maturity of certain securities also may be based on the value of the index. To the extent a Fund invests in
these types of securities, the Fund’s return on such securities will be subject to risk with respect to the value of the
particular index: that is, if the value of the index falls, the value of the indexed securities owned by the Fund will fall. Interest
and principal payable on certain securities may also be based on relative changes among particular indices. A Fund may also invest
in so-called “inverse floating obligations” or “residual interest bonds” on which the interest rates vary
inversely with a floating rate (which may be reset periodically by a dutch auction, a remarketing agent, or by reference to a
short-term tax-exempt interest rate index). A Fund may purchase synthetically-created inverse floating rate bonds evidenced by
custodial or trust receipts. Generally, income on inverse floating rate bonds will decrease when interest rates increase, and
will increase when interest rates decrease. Such securities have the effect of providing a degree of investment leverage, since
they may increase or decrease in value in response to changes, as an illustration, in market interest rates at a rate that is
a multiple of the rate at which fixed-rate securities increase or decrease in response to such changes. As a result, the market
values of such securities will generally be more volatile than the market values of fixed-rate securities. To seek to limit the
volatility of these securities, a Fund may purchase inverse floating obligations that have shorter-term maturities or that contain
limitations on the extent to which the interest rate may vary. Certain investments in such obligations may be illiquid. The Manager
believes that indexed and inverse floating obligations represent flexible portfolio management instruments for a Fund that allow
the Fund to seek potential investment rewards, hedge other portfolio positions or vary the degree of investment leverage relatively
efficiently under different market conditions. A Fund may invest in indexed and inverse securities for hedging purposes or to
seek to increase returns. When used for hedging purposes, indexed and inverse securities involve correlation risk. Furthermore,
where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest
rate, a Fund may be required to pay substantial additional margin to maintain the position.
The
Funds may invest up to 10% of their total assets in leveraged inverse floating rate debt instruments (“inverse floaters”).
Inverse floaters are securities the potential of which is inversely related to changes in interest rates. In general, the return
on inverse floaters will decrease when short-term interest rates increase and increase when short-term rates decrease. Municipal
tender option bonds, both taxable and tax-exempt, which may include inverse floating rate debt instruments, (including residual
interests thereon) are excluded from this 10% limitation.
Swap
Agreements.
A Fund may enter into swap agreements, including interest rate and index swap agreements, for hedging purposes
or to seek to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument
that yielded the desired return. Swap agreements are two party contracts entered into primarily by institutional investors for
periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange
the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The
gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,”
i.e.
, the dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket”
of securities representing a particular index. The “notional amount” of the swap agreement is only a fictive basis
on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. A Fund’s obligations
(or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based
on the relative values of the positions held by each party to the agreement (the “net amount”). A Fund’s obligations
under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts
owed to a swap counterparty will be covered by marking as segregated liquid, unencumbered assets, marked to market daily, to avoid
any potential leveraging of the Fund’s portfolio.
Whether
a Fund’s use of swap agreements will be successful in furthering its investment objective will depend on the Manager’s
ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments.
Because they are two party contracts and because they may have terms of greater than seven days, some swap agreements may be considered
to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. A Fund will seek to lessen this risk to some extent by entering
into a transaction only if the counterparty meets the current credit requirement for OTC option counterparties. Swap agreements
also bear the risk
that
a Fund will not be able to meet its payment obligations to the counterparty. As noted, however, a Fund will segregate liquid assets
permitted to be so segregated by the Commission in an amount equal to or greater than the market value of the Fund’s liabilities
under the swap agreement or the amount it would cost the Fund initially to make an equivalent direct investment plus or minus
any amount the Fund is obligated to pay or is to receive under the swap agreement. Restrictions imposed by the tax rules applicable
to regulated investment companies, may limit the Fund’s ability to use swap agreements. The swap market is largely unregulated.
It is possible that developments in the swap market, including potential government regulation, could adversely affect each Fund’s
ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
See “Credit
Default Swap Agreements,” “Interest Rate Swaps, Caps and Floors” and “Municipal Interest Rate Swap Agreements”
below for further information on particular types of swap agreements that may be used by certain Funds.
Interest
Rate Swaps, Caps and Floors.
In order to hedge the value of a Fund’s portfolio against interest rate fluctuations or
to enhance a Fund’s income, a Fund may enter into various transactions, such as interest rate swaps and the purchase or
sale of interest rate caps and floors. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest
payment based on an index or the value of an asset in return for a periodic payment from the other party based on a different
index or asset. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below
a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest
rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined
interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap.
A Fund
expects to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. A Fund
generally will use these transactions primarily as a hedge and not as a speculative investment. However, a Fund may also invest
in interest rate swaps to enhance income or to increase the Fund’s yield during periods of steep interest rate yield curves
(
i.e.
, wide differences between short term and long term interest rates). In an interest rate swap, a Fund may exchange
with another party their respective commitments to pay or receive interest,
e.g.
, an exchange of fixed rate payments for
floating rate payments. For example, if a Fund holds a mortgage- backed security with an interest rate that is reset only once
each year, it may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset
every week. This would enable a Fund to offset a decline in the value of the mortgage backed security due to rising interest rates
but would also limit its ability to benefit from falling interest rates. Conversely, if a Fund holds a mortgage-backed security
with an interest rate that is reset every week and it would like to lock in what it believes to be a high interest rate for one
year, it may swap the right to receive interest at this variable weekly rate for the right to receive interest at a rate that
is fixed for one year. Such a swap would protect the Fund from a reduction in yield due to falling interest rates and may permit
the Fund to enhance its income through the positive differential between one week and one year interest rates, but would preclude
it from taking full advantage of rising interest rates.
A Fund
usually will enter into interest rate swap transactions on a net basis (
i.e.
, the two payment streams are netted against
one another with the Fund receiving or paying, as the case may be, only the net amount of the two payment streams). Inasmuch as
these transactions are entered into for good faith hedging purposes, the Manager believes that such obligations do not constitute
senior securities and, accordingly, will not treat them as being subject to its borrowing restrictions. The net amount of the
excess, if any, of a Fund’s obligations over its entitlements with respect to each interest rate swap will be accrued on
a daily basis, and an amount of liquid assets that have an aggregate net asset value at least equal to the accrued excess will
be maintained in a segregated account by the Fund.
If the
interest rate swap transaction is entered into on other than a net basis, the full amount of a Fund’s obligations will be
accrued on a daily basis, and the full amount of the Fund’s obligations will be maintained in a segregated account.
Typically
the parties with which a Fund will enter into interest rate transactions will be broker-dealers and other financial institutions.
A Fund will enter into interest rate swap, cap or floor transactions only with counterparties that are rated investment grade
quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or
whose creditworthiness is believed by the Manager to be equivalent to such rating. If there is a default by the counterparty to
such a transaction, a Fund will have contractual remedies pursuant to the
agreements
related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents using standardized swap documentation. As a result, the swap market has
become relatively liquid in comparison with other similar instruments traded in the interbank market. Caps and floors, however,
are less liquid than swaps. Certain Federal income tax requirements may limit a Fund’s ability to engage in certain interest
rate transactions. Gains from transactions in interest rate swaps distributed to shareholders will be taxable as ordinary income
or, in certain circumstances, as long term capital gains to shareholders.
Credit
Default Swap Agreements and Similar Instruments.
Certain Funds may enter into credit default swap agreements and similar agreements,
and may also buy credit-linked securities. The credit default swap agreement or similar instrument may have as reference obligations
one or more securities that are not currently held by a Fund. The protection “buyer” in a credit default contract
may be obligated to pay the protection “seller” an up-front payment or a periodic stream of payments over the term
of the contract, provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the
seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face
amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the
related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is
a buyer and no credit event occurs, the Fund recovers nothing if the swap is held through its termination date. However, if a
credit event occurs, the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of
deliverable obligations of the reference entity that may have little or no value. As a seller, a Fund generally receives an up-front
payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided
that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the
swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.
Credit
default swaps and similar instruments involve greater risks than if a Fund had invested in the reference obligation directly,
since, in addition to general market risks, they are subject to illiquidity risk, counterparty risk and credit risk. A Fund will
enter into credit default swap agreements and similar instruments only with counterparties who are rated investment grade quality
by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness
is believed by the Manager to be equivalent to such rating. A buyer also will lose its investment and recover nothing should no
credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable
obligation received by the seller, coupled with the up-front or periodic payments previously received, may be less than the full
notional value it pays to the buyer, resulting in a loss of value to the Fund. When a Fund acts as a seller of a credit default
swap or a similar instrument, it is exposed to many of the same risks of leverage since, if a credit event occurs, the seller
may be required to pay the buyer the full notional value of the contract net of any amounts owed by the buyer related to its delivery
of deliverable obligations.
Credit
Linked Securities.
Among the income producing securities in which a Fund may invest are credit linked securities, which are
issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments,
such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets.
For instance, a Fund may invest in credit linked securities as a cash management tool in order to gain exposure to a certain market
and/or to remain fully invested when more traditional income producing securities are not available.
Like
an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments
(in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned
on the issuer’s receipt of payments from, and the issuer’s potential obligations to, the counterparties to the derivative
instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps,
under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default
has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments
may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt
obligation. This, in turn, would reduce the amount of income and principal that a Fund would receive. A Fund’s investments
in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit
risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and
management
risk. It is also expected that the securities will be exempt from registration under the Securities Act. Accordingly, there may
be no established trading market for the securities and they may constitute illiquid investments.
Interest
Rate Transactions and Swaptions.
A Fund, to the extent permitted under applicable law, may enter into interest rate swaps,
may purchase or sell interest rate caps and floors and may enter into options on swap agreements (“swaptions”) on
either an asset-based or liability-based basis, depending on whether a Fund is hedging its assets or its liabilities. A Fund may
enter into these transactions primarily to preserve a return or spread on a particular investment or portion of their holdings,
as a duration management technique or to protect against an increase in the price of securities a Fund anticipates purchasing
at a later date. They may also be used for speculation to increase returns.
Swap
agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more
than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates
of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor.
The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional
amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or
in a “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps,
under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed
a specified rate, or “cap”; and interest rate floors, under which, in return for a premium, one party agrees to make
payments to the other to the extent that interest rates fall below a specified rate, or “floor”. Caps and floors are
less liquid than swaps.
A Fund
will usually enter into interest rate swaps on a net basis, i.e., the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two payments.
A swaption
is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend,
cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A Fund may write (sell)
and purchase put and call swaptions.
Depending
on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption
than it will incur when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium
it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swaption, upon exercise of the
option the Fund will become obligated according to the terms of the underlying agreement.
A Fund
will accrue the net amount of the excess, if any, of its obligations over its entitlements with respect to each interest rate
or currency swap or swaption on a daily basis and its Manager or sub-adviser will designate liquid assets on its books and records
in an amount having an aggregate net asset value at least equal to the accrued excess to the extent required by Commission guidelines.
If the other party to an interest rate swap defaults, a Fund’s risk of loss consists of the net amount of interest payments
that the Fund is contractually entitled to receive.
Total
Return Swap Agreements.
Total return swap agreements are contracts in which one party agrees to make periodic payments to
another party based on the change in market value of the assets underlying the contract, which may include a specified security,
basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable
interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to
a security or market without owning or taking physical custody of such security or investing directly in such market. Total return
swap agreements may effectively add leverage to the Fund’s portfolio because, in addition to its total net assets, the Fund
would be subject to investment exposure on the notional amount of the swap.
Total
return swap agreements are subject to the risk that a counterparty will default on its payment obligations to the Fund thereunder.
Swap agreements also bear the risk that the Fund will not be able to meet its obligation to the counterparty. Generally, the Fund
will enter into total return swaps on a net basis (
i.e.
, the two payment streams are netted against one another with the
Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any,
of the Fund’s obligations over its entitlements with respect to each total return swap will be accrued on a daily basis,
and an amount of liquid assets having an aggregate net asset value
at least
equal to the accrued excess will be segregated by the Fund. If the total return swap transaction is entered into on other than
a net basis, the full amount of the Fund’s obligations will be accrued on a daily basis, and the full amount of the Fund’s
obligations will be segregated by the Fund in an amount equal to or greater than the market value of the liabilities under the
total return swap agreement or the amount it would have cost the Fund initially to make an equivalent direct investment, plus
or minus any amount the Fund is obligated to pay or is to receive under the total return swap agreement.
Types
of Options
Options
on Securities and Securities Indices.
A Fund may engage in transactions in options on individual securities, baskets of securities
or securities indices, or particular measurements of value or rates (an “index”), such as an index of the price of
treasury securities or an index representative of short-term interest rates. Such investments may be made on exchanges and in
the over-the-counter (“OTC”) markets. In general, exchange-traded options have standardized exercise prices and expiration
dates and require the parties to post margin against their obligations, and the performance of the parties’ obligations
in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible
terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to
greater credit risk. OTC options also involve greater liquidity risk. See “Additional Risk Factors of OTC Transactions;
Limitations on the Use of OTC Derivatives” below.
Call
Options.
A Fund may purchase call options on any of the types of securities or instruments in which it may invest. A purchased
call option gives a Fund the right to buy, and obligates the seller to sell, the underlying security at the exercise price at
any time during the option period. A Fund also may purchase and sell call options on indices. Index options are similar to options
on securities except that, rather than taking or making delivery of securities underlying the option at a specified price upon
exercise, an index option gives the holder the right to receive cash upon exercise of the option if the level of the index upon
which the option is based is greater than the exercise price of the option.
A call
option is also covered if a Fund holds a call on the same security or index as the call written where the exercise price of the
call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the
call written provided the difference is maintained by the Fund in liquid assets designated on the adviser’s or sub-adviser’s
books and records to the extent required by Commission guidelines.
A Fund
also is authorized to write (
i.e.
, sell) covered call options on the securities or instruments in which it may invest and
to enter into closing purchase transactions with respect to certain of such options. A covered call option is an option in which
a Fund, in return for a premium, gives another party a right to buy specified securities owned by the Fund at a specified future
date and price set at the time of the contract. The principal reason for writing call options is the attempt to realize, through
the receipt of premiums, a greater return than would be realized on the securities alone. By writing covered call options, a Fund
gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the
option exercise price. In addition, a Fund’s ability to sell the underlying security will be limited while the option is
in effect unless the Fund enters into a closing purchase transaction. A closing purchase transaction cancels out a Fund’s
position as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option
it has written. Covered call options also serve as a partial hedge to the extent of the premium received against the price of
the underlying security declining.
A Fund
also is authorized to write (
i.e.
, sell) uncovered call options on securities or instruments in which it may invest but
that are not currently held by the Fund. The principal reason for writing uncovered call options is to realize income without
committing capital to the ownership of the underlying securities or instruments. When writing uncovered call options, a Fund must
deposit and maintain sufficient margin with the broker-dealer through which it made the uncovered call option as collateral to
ensure that the securities can be purchased for delivery if and when the option is exercised. In addition, in connection with
each such transaction a Fund will segregate unencumbered liquid securities or cash with a value at least equal to the Fund’s
exposure (the difference between the unpaid amounts owed by the Fund on such transaction minus any collateral deposited with the
broker-dealer), on a marked-to-market basis (as calculated pursuant to requirements of the Commission). Such segregation will
ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will avoid any potential
leveraging of the Fund’s portfolio. Such segregation will not limit the Fund’s exposure to loss. During periods of
declining
securities prices or when prices are stable, writing uncovered calls can be a profitable strategy to increase a Fund’s income
with minimal capital risk. Uncovered calls are riskier than covered calls because there is no underlying security held by a Fund
that can act as a partial hedge. Uncovered calls have speculative characteristics and the potential for loss is unlimited. When
an uncovered call is exercised, a Fund must purchase the underlying security to meet its call obligation. There is also a risk,
especially with less liquid preferred and debt securities, that the securities may not be available for purchase. If the purchase
price exceeds the exercise price, a Fund will lose the difference.
Put
Options.
A Fund is authorized to purchase put options to seek to hedge against a decline in the value of its securities or
to enhance its return. By buying a put option, a Fund acquires a right to sell the underlying securities or instruments at the
exercise price, thus limiting the Fund’s risk of loss through a decline in the market value of the securities or instruments
until the put option expires. The amount of any appreciation in the value of the underlying securities or instruments will be
partially offset by the amount of the premium paid for the put option and any related transaction costs. Prior to its expiration,
a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received
is more or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels
out a Fund’s position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration
of the option it has purchased. A Fund also may purchase uncovered put options.
Each
Fund also has authority to write (
i.e.
, sell) put options on the types of securities or instruments that may be held by
the Fund, provided that such put options are covered, meaning that such options are secured by segregated, liquid assets. A Fund
will receive a premium for writing a put option, which increases the Fund’s return.
Each
Fund is also authorized to write (
i.e.
, sell) uncovered put options on securities or instruments in which it may invest
but with respect to which the Fund does not currently have a corresponding short position or has not deposited as collateral cash
equal to the exercise value of the put option with the broker dealer through which it made the uncovered put option. The principal
reason for writing uncovered put options is to receive premium income and to acquire such securities or instruments at a net cost
below the current market value. A Fund has the obligation to buy the securities or instruments at an agreed upon price if the
price of the securities or instruments decreases below the exercise price. If the price of the securities or instruments increases
during the option period, the option will expire worthless and a Fund will retain the premium and will not have to purchase the
securities or instruments at the exercise price. In connection with such a transaction, a Fund will segregate unencumbered liquid
assets with a value at least equal to the Fund’s exposure, on a marked-to-market basis (as calculated pursuant to requirements
of the Commission). Such segregation will ensure that a Fund has assets available to satisfy its obligations with respect to the
transaction and will avoid any potential leveraging of the Fund’s portfolio. Such segregation will not limit the Fund’s
exposure to loss.
Options
on Government National Mortgage Association (“GNMA”) Certificates.
The following information relates to the unique
characteristics of options on GNMA Certificates. Since the remaining principal balance of GNMA Certificates declines each month
as a result of mortgage payments, a Fund, as a writer of a GNMA call holding GNMA Certificates as “cover” to satisfy
its delivery obligation in the event of exercise, may find that the GNMA Certificates it holds no longer have a sufficient remaining
principal balance for this purpose. Should this occur, a Fund will purchase additional GNMA Certificates from the same pool (if
obtainable) or other GNMA Certificates in the cash market in order to maintain its “cover.”
A GNMA
Certificate held by a Fund to cover an option position in any but the nearest expiration month may cease to represent cover for
the option in the event of a decline in the GNMA coupon rate at which new pools are originated under the FHA/VA loan ceiling in
effect at any given time. If this should occur, a Fund will no longer be covered, and the Fund will either enter into a closing
purchase transaction or replace such Certificate with a certificate that represents cover. When a Fund closes its position or
replaces such Certificate, it may realize an unanticipated loss and incur transaction costs.
Risks
Associated with Options.
There are several risks associated with transactions in options on securities and indexes. For example,
there are significant differences between the securities and options markets that could result in an imperfect correlation between
these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular
options, whether traded over-the-counter or on a national securities exchange (“Exchange”) may be absent for reasons
which include the following: there may be insufficient trading
interest
in certain options; restrictions may be imposed by an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying
securities; unusual or unforeseen circumstances may interrupt normal operations on an Exchange; the facilities of an Exchange
or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or one or more Exchanges
could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that Exchange (or in that class or series of options) would
cease to exist, although outstanding options that had been issued by the Options Clearing Corporation as a result of trades on
that Exchange would continue to be exercisable in accordance with their terms.
Futures.
A Fund may engage in transactions in futures and options on futures. Futures are standardized, exchange-traded
contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified
future date at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a
futures contract a Fund is required to deposit collateral (“margin”) equal to a percentage (generally less than 10%)
of the contract value. Each day thereafter until the futures position is closed, the Fund will pay additional margin representing
any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced
as a result of the futures position the prior day. Futures involve substantial leverage risk.
The sale
of a futures contract limits a Fund’s risk of loss from a decline in the market value of portfolio holdings correlated with
the futures contract prior to the futures contract’s expiration date. In the event the market value of the portfolio holdings
correlated with the futures contract increases rather than decreases, however, a Fund will realize a loss on the futures position
and a lower return on the portfolio holdings than would have been realized without the purchase of the futures contract.
The purchase
of a futures contract may protect a Fund from having to pay more for securities as a consequence of increases in the market value
for such securities during a period when the Fund was attempting to identify specific securities in which to invest in a market
the Fund believes to be attractive. In the event that such securities decline in value or a Fund determines not to complete an
anticipatory hedge transaction relating to a futures contract, however, the Fund may realize a loss relating to the futures position.
A Fund
is also authorized to purchase or sell call and put options on futures contracts including financial futures and stock indices.
Generally, these strategies would be used under the same market and market sector conditions (
i.e.
, conditions relating
to specific types of investments) in which the Fund entered into futures transactions. A Fund may purchase put options or write
call options on futures contracts and stock indices in lieu of selling the underlying futures contract in anticipation of a decrease
in the market value of its securities. Similarly, a Fund can purchase call options, or write put options on futures contracts
and stock indices, as a substitute for the purchase of such futures to hedge against the increased cost resulting from an increase
in the market value of securities which the Fund intends to purchase.
To maintain
greater flexibility, a Fund may invest in instruments which have characteristics similar to futures contracts. These instruments
may take a variety of forms, such as debt securities with interest or principal payments determined by reference to the value
of a security, an index of securities or a commodity at a future point in time. The risks of such investments could reflect the
risks of investing in futures and securities, including volatility and illiquidity.
When
a Fund engages in transactions in futures and options on futures, the Fund will segregate liquid assets with a value at least
equal to the Fund’s exposure, on a mark-to-market basis, to the transactions (as calculated pursuant to requirements of
the Commission). Such segregation will ensure that a Fund has assets available to satisfy its obligations with respect to the
transaction, but will not limit the Fund’s exposure to loss.
Risks
Associated with Futures.
The primary risks associated with the use of futures contracts and options are (a) the imperfect
correlation between the change in market value of the instruments held by a Fund and the price of the futures contract or option;
(b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract
when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the Manager’s or
sub-adviser’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates
and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations.
Foreign
Exchange Transactions.
A Fund may engage in spot and forward foreign exchange transactions and currency swaps, purchase and
sell options on currencies and purchase and sell currency futures and related options thereon (collectively, “Currency Instruments”)
for purposes of hedging against the decline in the value of currencies in which its portfolio holdings are denominated against
the U.S. dollar or, with respect to certain Funds, to seek to enhance returns. Such transactions could be effected with respect
to hedges on foreign dollar denominated securities owned by a Fund, sold by a Fund but not yet delivered, or committed or anticipated
to be purchased by a Fund. As an illustration, a Fund may use such techniques to hedge the stated value in U.S. dollars of an
investment in a yen-denominated security. In such circumstances, for example, the Fund may purchase a foreign currency put option
enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful,
a loss in the value of the yen relative to the dollar will tend to be offset by an increase in the value of the put option. To
offset, in whole or in part, the cost of acquiring such a put option, the Fund may also sell a call option which, if exercised,
requires it to sell a specified amount of yen for dollars at a specified price by a future date (a technique called a “straddle”).
By selling such a call option in this illustration, the Fund gives up the opportunity to profit without limit from increases in
the relative value of the yen to the dollar. “Straddles” of the type that may be used by a Fund are considered to
constitute hedging transactions. Certain Funds have a fundamental investment restriction that restricts currency option straddles.
No Fund will attempt to hedge all of its foreign portfolio positions.
Forward
Foreign Exchange Transactions
. Forward foreign exchange transactions are OTC contracts to purchase or sell a specified amount
of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign
exchange transactions are similar but require current, rather than future, settlement. A Fund will enter into foreign exchange
transactions for purposes of hedging either a specific transaction or a portfolio position, or, with respect to certain Funds,
to seek to enhance returns. A Fund may enter into a foreign exchange transaction for purposes of hedging a specific transaction
by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Fund has received
or anticipates receiving a dividend or distribution. A Fund may enter into a foreign exchange transaction for purposes of hedging
a portfolio position by selling forward a currency in which a portfolio position of the Fund is denominated or by purchasing a
currency in which the Fund anticipates acquiring a portfolio position in the near future. Forward foreign exchange transactions
involve substantial currency risk, and also involve credit and liquidity risk. A Fund may also hedge a currency by entering into
a transaction in a Currency Instrument denominated in a currency other than the currency being hedged (a “cross-hedge”).
A Fund will only enter into a cross-hedge if the Manager believes that (i) there is a demonstrably high correlation between the
currency in which the cross-hedge is denominated and the currency being hedged, and (ii) executing a cross-hedge through the currency
in which the cross-hedge is denominated will be significantly more cost-effective or provide substantially greater liquidity than
executing a similar hedging transaction by means of the currency being hedged.
A Fund
may also engage in proxy hedging transactions to reduce the effect of currency fluctuations on the value of existing or anticipated
holdings of portfolio securities. Proxy hedging is often used when the currency to which the Fund is exposed is difficult to hedge
or to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency whose changes in value
are generally considered to be linked to a currency or currencies in which some or all of the Fund’s securities are, or
are expected to be, denominated, and to buy U.S. dollars. Proxy hedging involves some of the same risks and considerations as
other transactions with similar instruments. Currency transactions can result in losses to the Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated. In addition, there is the risk that the perceived linkage
between various currencies may not be present or may not be present during the particular time that a Fund is engaging in proxy
hedging. A Fund may also cross-hedge currencies by entering into forward contracts to sell one or more currencies that are expected
to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.
For example, a Fund may hold both Canadian government bonds and Japanese government bonds, and the adviser or sub-adviser may
believe that Canadian dollars will deteriorate against Japanese yen. The Fund would sell Canadian dollars to reduce its exposure
to that currency and buy Japanese yen. This strategy would be a hedge against a decline in the value of Canadian dollars, although
it would expose the Fund to declines in the value of the Japanese yen relative to the U.S. dollar.
Some
of the forward non-U.S. currency contracts entered into by the Funds are classified as non-deliverable forwards (NDF). NDFs are
cash-settled, short-term forward contracts that may be thinly traded or are denominated in non-convertible foreign currency, where
the profit or loss at the time at the settlement date is calculated by taking
the difference
between the agreed upon exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds.
All NDFs have a fixing date and a settlement date. The fixing date is the date at which the difference between the prevailing
market exchange rate and the agreed upon exchange rate is calculated. The settlement date is the date by which the payment of
the difference is due to the party receiving payment. NDFs are commonly quoted for time periods of one month up to two years,
and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to and/or hedge exposure to foreign
currencies that are not internationally traded.
Currency
Futures
. A Fund may also seek to enhance returns or hedge against the decline in the value of a currency through use of currency
futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized,
exchange-traded contracts while forward foreign exchange transactions are traded in the OTC market. Currency futures involve substantial
currency risk, and also involve leverage risk.
Currency
Options
. A Fund may also seek to enhance returns or hedge against the decline in the value of a currency through the use of
currency options. Certain Funds have fundamental restrictions that permit the purchase of currency options, but prohibit the writing
of currency options. Currency options are similar to options on securities. For example, in consideration for an option premium
the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option)
a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. A Fund
may engage in transactions in options on currencies either on exchanges or OTC markets. See “Types of Options” above
and “Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives” below. Currency options
involve substantial currency risk, and may also involve credit, leverage or liquidity risk.
Currency
Swaps.
In order to protect against currency fluctuations, a Fund may enter into currency swaps.
A Fund may also hedge
portfolio positions through currency swaps, which are transactions in which one currency is simultaneously bought for a second
currency on a spot basis and sold for the second currency on a forward basis.
Currency swaps involve
the exchange of the rights of a Fund and another party to make or receive payments in specified currencies. Currency swaps usually
involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Because
currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other
designated currency, the entire principal value of a currency swap is subject to the risk that the other party to the swap will
default on its contractual delivery obligations.
Limitations
on Currency Transactions
. A Fund will not hedge a currency in excess of the aggregate market value of the securities that
it owns (including receivables for unsettled securities sales), or has committed to purchase or anticipates purchasing, which
are denominated in such currency. Open positions in forward foreign exchange transactions used for non-hedging purposes will be
covered by the segregation of liquid assets and are marked to market daily. A Fund’s exposure to futures or options on currencies
will be covered as described below under “Risk Factors in Derivatives.”
Risk
Factors in Hedging Foreign Currency.
Hedging transactions involving Currency Instruments involve substantial risks, including
correlation risk. While a Fund’s use of Currency Instruments to effect hedging strategies is intended to reduce the volatility
of the net asset value of the Fund’s shares, the net asset value of the Fund’s shares will fluctuate. Moreover, although
Currency Instruments will be used with the intention of hedging against adverse currency movements, transactions in Currency Instruments
involve the risk that anticipated currency movements will not be accurately predicted and that the Fund’s hedging strategies
will be ineffective. To the extent that a Fund hedges against anticipated currency movements that do not occur, the Fund may realize
losses and decrease its total return as the result of its hedging transactions. Furthermore, a Fund will only engage in hedging
activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.
In connection
with its trading in forward foreign currency contracts, a Fund will contract with a foreign or domestic bank, or foreign or domestic
securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on
daily price moves in such forward contracts, and banks and dealers are not required to continue to make markets in such contracts.
There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have
quoted prices with an unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which
it is prepared to sell.
Governmental
imposition of credit controls might limit any such forward contract trading. With respect to its trading of forward contracts,
if any, a Fund will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to
perform with respect to such contracts. Any such default would deprive the Fund of any profit potential or force the Fund to cover
its commitments for resale, if any, at the then market price and could result in a loss to the Fund.
It may
not be possible for a Fund to hedge against currency exchange rate movements, even if correctly anticipated, in the event that
(i) the currency exchange rate movement is so generally anticipated that the Fund is not able to enter into a hedging transaction
at an effective price, or (ii) the currency exchange rate movement relates to a market with respect to which Currency Instruments
are not available and it is not possible to engage in effective foreign currency hedging. The cost to a Fund of engaging in foreign
currency transactions varies with such factors as the currencies involved, the length of the contract period and the market conditions
then prevailing. Since transactions in foreign currency exchange usually are conducted on a principal basis, no fees or commissions
are involved.
Risk
Factors in Derivatives
Derivatives
are volatile and involve significant risks, including:
Credit
Risk
— the risk that the counterparty in a derivative transaction will be unable to honor its financial obligation to
a Fund, or the risk that the reference entity in a credit default swap or similar derivative will not be able to honor its financial
obligations.
Currency
Risk
— the risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar
terms) of an investment.
Leverage
Risk
— the risk associated with certain types of investments or trading strategies (such as, for example, borrowing
money to increase the amount of investments) that relatively small market movements may result in large changes in the value of
an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount
originally invested.
Liquidity
Risk
— the risk that certain securities may be difficult or impossible to sell at the time that the seller would like
or at the price that the seller believes the security is currently worth.
Correlation
Risk
— the risk that changes in the value of a derivative will not match the changes in the value of the portfolio holdings
that are being hedged or of the particular market or security to which the Fund seeks exposure.
Index
Risk
— If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes
in that index. If the index changes, a Fund could receive lower interest payments or experience a reduction in the value of the
derivative to below what that Fund paid. Certain indexed securities, including inverse securities (which move in an opposite direction
to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the
changes in the applicable index.
A Fund
intends to enter into transactions involving derivatives only if there appears to be a liquid secondary market for such instruments
or, in the case of illiquid instruments traded in OTC transactions, such instruments satisfy the criteria set forth below under
“Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives.” However, there can be no
assurance that, at any specific time, either a liquid secondary market will exist for a derivative or the Fund will otherwise
be able to sell such instrument at an acceptable price. It may, therefore, not be possible to close a position in a derivative
without incurring substantial losses, if at all.
Certain
transactions in derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose
a Fund to potential losses that exceed the amount originally invested by the Fund. When a Fund engages in such a transaction,
the Fund will segregate liquid assets with a value at least equal to the Fund’s exposure, on a mark-to-market basis, to
the transaction (as calculated pursuant to requirements of the Commission). Such segregation will ensure that a Fund has assets
available to satisfy its obligations with respect to the transaction, but will not limit the Fund’s exposure to loss.
Additional
Risk Factors of OTC Transactions; Limitations on the Use of OTC
Derivatives.
Certain derivatives traded in OTC
markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The absence of liquidity may
make it difficult or impossible for a Fund to sell such instruments promptly at an acceptable price. The absence of liquidity
may also make it more difficult for a Fund to ascertain a market value for such instruments. A Fund will, therefore, acquire illiquid
OTC instruments (i) if the agreement pursuant to which the instrument is purchased contains a formula price at which the instrument
may be terminated or sold, or (ii) for which the Manager anticipates the Fund can receive on each business day at least two independent
bids or offers, unless a quotation from only one dealer is available, in which case that dealer’s quotation may be used.
Because
derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment
of margin, to the extent that a Fund has unrealized gains in such instruments or has deposited collateral with its counterparty
the Fund is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. A Fund will attempt
to minimize these risks by engaging in transactions in derivatives traded in OTC markets only with financial institutions that
have substantial capital or that have provided the Fund with a third-party guaranty or other credit enhancement.
Distressed
Securities.
A Fund may invest in securities, including loans purchased in the secondary market, that are the subject of
bankruptcy proceedings or otherwise in default or in risk of being in default as to the repayment of principal and/or interest
at the time of acquisition by the Fund or that are rated in the lower rating categories by one or more nationally recognized statistical
rating organizations (for example, Ca or lower by Moody’s and CC or lower by S&P or Fitch) or, if unrated, are in the
judgment of the Manager of equivalent quality (“Distressed Securities”). Investment in Distressed Securities is speculative
and involves significant risks.
A Fund
will generally make such investments only when the Manager believes it is reasonably likely that the issuer of the Distressed
Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Fund will receive
new securities in return for the Distressed Securities. However, there can be no assurance that such an exchange offer will be
made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time
at which a Fund makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization
is completed. During this period, it is unlikely that a Fund will receive any interest payments on the Distressed Securities,
the Fund will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be
completed and the Fund may be required to bear certain extraordinary expenses to protect and recover its investment. Therefore,
to the extent the Fund seeks capital appreciation through investment in distressed securities, the Fund’s ability to achieve
current income for its shareholders may be diminished. The Fund also will be subject to significant uncertainty as to when and
in what manner and for what value the obligations evidenced by the distressed securities will eventually be satisfied (e.g., through
a liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the distressed securities or
a payment of some amount in satisfaction of the obligation). Even if an exchange offer is made or plan of reorganization is adopted
with respect to Distressed Securities held by a Fund, there can be no assurance that the securities or other assets received by
a Fund in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may
have been anticipated when the investment was made or no value. Moreover, any securities received by a Fund upon completion of
an exchange offer or plan of reorganization may be restricted as to resale. Similarly, if a Fund participates in negotiations
with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Fund may
be restricted from disposing of such securities. To the extent that a Fund becomes involved in such proceedings, the Fund may
have a more active participation in the affairs of the issuer than that assumed generally by an investor. The Fund, however, will
not make investments for the purpose of exercising day-to-day management of any issuer’s affairs.
Dollar
Rolls.
A dollar roll transaction involves a sale by the Fund of a mortgage-backed or other security concurrently with
an agreement by the Fund to repurchase a similar security at a later date at an agreed-upon price. The securities that are repurchased
will bear the same interest rate and a similar maturity as those sold, but pools of mortgages collateralizing those securities
may have different prepayment histories than those sold. During the period between the sale and repurchase, a Fund will not be
entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in additional
instruments for the Fund, and the income from these investments will generate income for the Fund. If such income does not exceed
the income, capital appreciation and gain or loss that would have been realized on the securities sold as part of the dollar roll,
the use of
this
technique will diminish the investment performance of a Fund compared with what the performance would have been without the use
of dollar rolls. At the time a Fund enters into a dollar roll transaction, the Manager or sub-adviser will designate assets on
its books and records in an amount equal to the amount of the Fund’s commitments and will subsequently monitor the account
to ensure that its value is maintained.
Dollar
rolls involve the risk that the market value of the securities subject to a Fund’s forward purchase commitment may decline
below, or the market value of the securities subject to a Fund’s forward sale commitment may increase above, the exercise
price of the forward commitment. In the event the buyer of the securities files for bankruptcy or becomes insolvent, a Fund’s
use of the proceeds of the current sale portion of the transaction may be restricted pending a determination by the other party,
or its trustee or receiver, whether to enforce the Fund’s obligation to purchase the similar securities in the forward transaction.
Dollar rolls are speculative techniques that can be deemed to involve leverage. At the time a Fund sells securities and agrees
to repurchase securities at a future date, the Fund will segregate liquid assets with a value equal to the repurchase price. A
Fund may engage in dollar roll transactions to enhance return. Each dollar roll transaction is accounted for as a sale or purchase
of a portfolio security and a subsequent purchase or sale of a substantially similar security in the forward market. Successful
use of mortgage dollar rolls may depend upon the Manager’s ability to correctly predict interest rates and prepayments.
There is no assurance that dollar rolls can be successfully employed.
Equity
Securities.
Equity securities include common stock and, for certain Funds, preferred stock (including convertible preferred
stock); bonds, notes and debentures convertible into common or preferred stock; stock purchase warrants and rights; equity interests
in trusts; general and limited partnerships and limited liability companies; and depositary receipts. Stock markets are volatile.
The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The price
of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions.
The value of equity securities purchased by the Fund could decline if the financial condition of the companies the Fund invests
in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular
industry or industries, such as labor shortages or increase in production costs and competitive conditions within an industry.
In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such
as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or
currency rates or generally adverse investor sentiment.
From
time to time certain of the Funds may invest in shares of companies through initial public offerings (“IPOs”). IPOs
have the potential to produce, and have in fact produced, substantial gains for certain Funds. There is no assurance that any
Fund will have continued access to profitable IPOs and therefore investors should not rely on these past gains as an indication
of future performance. The investment performance of a Fund during periods when it is unable to invest significantly or at all
in IPOs may be lower than during periods when it is able to do so. In addition, as a Fund increases in size, the impact of IPOs
on its performance will generally decrease. Securities issued in IPOs are subject to many of the same risks as investing in companies
with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may
be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile or may decline
shortly after the initial public offering.
The Funds
may invest in companies that have relatively small market capitalizations. These organizations will normally have more limited
product lines, markets and financial resources and will be dependent upon a more limited management group than larger capitalized
companies. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter
operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts.
The securities of smaller capitalized companies are often traded in the over-the-counter markets and may have fewer market makers
and wider price spreads. This may result in greater price movements and less ability to sell a Fund’s investment than if
the Fund held the securities of larger, more established companies.
Exchange
Traded Notes (“ETNs”)
. Certain Funds may invest in ETNs. ETNs are generally notes representing debt of the
issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s returns are based on the
performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed
on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity,
at which time the issuer will pay a return linked to the performance of the specific asset, index or rate (“reference instrument”)
to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal
is not protected.
The value
of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack
of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes
in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument.
An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain
expenses not incurred by their applicable reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid
and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments
that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally,
additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the
loan still needs to be repaid.
Because
the return on the ETN is dependent on the issuer’s ability or willingness to meet its obligations, the value of the ETN
may change due to a change in the issuer’s credit rating, despite no change in the underlying reference instrument. The
market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact
that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand
in the market for the assets underlying the reference instrument that the ETN seeks to track.
There
may be restrictions on the Fund’s right to redeem its investment in an ETN, which are generally meant to be held until maturity.
The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an
ETN could lose some or all of the amount invested.
Foreign
Investment Risks.
Certain Funds may invest in foreign securities, including securities from issuers located in emerging
market countries. These securities may be denominated in U.S. dollars or in a foreign currency. Investing in foreign securities
involves risks not typically associated with investing in securities of companies organized and operated in the United States
that can increase the chances that a Fund will lose money.
Securities
issued by certain companies organized outside the United States may not be deemed to be foreign securities (but rather deemed
to be U.S. securities) if (i) the company’s principal operations are conducted from the U.S., (ii) the company’s equity
securities trade principally on a U.S. stock exchange, (iii) the company does a substantial amount of business in the U.S. or
(iv) the issuer of securities is included in the Fund’s primary U.S. benchmark index.
In addition
to equity securities, foreign investments of the Funds may include: (a) debt obligations issued or guaranteed by foreign sovereign
governments or their agencies, authorities, instrumentalities or political subdivisions, including a foreign state, province or
municipality; (b) debt obligations of supranational organizations; (c) debt obligations of foreign banks and bank holding companies;
(d) debt obligations of domestic banks and corporations issued in foreign currencies; (e) debt obligations denominated in the
Euro; and (f) foreign corporate debt securities and commercial paper. Such securities may include loan participations and assignments,
convertible securities and zero-coupon securities.
Dividends
or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes.
Foreign
Market Risk.
Funds that may invest in foreign securities offer the potential for more diversification than a Fund that invests
only in the United States because securities traded on foreign markets have often (though not always) performed differently from
securities traded in the United States. However, such investments often involve risks not present in U.S. investments that can
increase the chances that a Fund will lose money. In particular, a Fund is subject to the risk that, because there are generally
fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for the Fund to buy and
sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded
in the United States. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition
of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign
investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair
a Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United
States, or otherwise adversely affect a Fund’s operations. Other potential foreign market risks include exchange controls,
difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments
in foreign courts, and political and social conditions, such as diplomatic relations,
confiscatory
taxation, expropriation, limitation on the removal of funds or assets, or imposition of (or change in) exchange control regulations.
Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in
the United States or other foreign countries. In addition, changes in government administrations or economic or monetary policies
in the U.S. or abroad could result in appreciation or depreciation of portfolio securities and could favorably or adversely affect
a Fund’s operations.
Foreign
Economy Risk.
The economies of certain foreign markets often do not compare favorably with that of the United States with
respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position.
Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments,
the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade
barriers, and other protectionist or retaliatory measures.
Currency
Risk and Exchange Risk.
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies,
the value of a Fund that invests in foreign securities as measured in U.S. dollars will be affected favorably or unfavorably by
changes in exchange rates. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in
that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value
against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.
This risk, generally known as “currency risk,” means that a stronger U.S. dollar will reduce returns for U.S. investors
while a weak U.S. dollar will increase those returns.
Governmental
Supervision and Regulation/Accounting Standards.
Many foreign governments supervise and regulate stock exchanges, brokers
and the sale of securities less than does the United States. Some countries may not have laws to protect investors comparable
to the U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading
occurs when a person buys or sells a company’s securities based on nonpublic information about that company. Accounting
standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country
do not require as much detail as U.S. accounting standards, it may be harder for Fund management to completely and accurately
determine a company’s financial condition. In addition, the U.S. Government has from time to time in the past imposed restrictions,
through penalties and otherwise, on foreign investments by U.S. investors such as the Fund. If such restrictions should be reinstituted,
it might become necessary for the Fund to invest all or substantially all of its assets in U.S. securities. Also, brokerage commissions
and other costs of buying or selling securities often are higher in foreign countries than they are in the United States. This
reduces the amount the Fund can earn on its investments.
Certain
Risks of Holding Fund Assets Outside the United States.
A Fund generally holds its foreign securities and cash in foreign
banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign
custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain
countries may put limits on a Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security
or any of their agents goes bankrupt. In addition, it is often more expensive for a Fund to buy, sell and hold securities in certain
foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount a Fund can
earn on its investments and typically results in a higher operating expense ratio for the Fund as compared to investment companies
that invest only in the United States.
Publicly
Available Information.
In general, less information is publicly available with respect to foreign issuers than is available
with respect to U.S. companies. Most foreign companies are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. While the volume of transactions effected on foreign stock exchanges
has increased in recent years, it remains appreciably below that of the New York Stock Exchange. Accordingly, a Fund’s foreign
investments may be less liquid and their prices may be more volatile than comparable investments in securities in U.S. companies.
In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers in foreign
countries than in the United States.
Settlement
Risk.
Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States.
Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery
of securities) not typically generated by the settlement of U.S. investments.
Communications
between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses
of security certificates in markets that still rely on physical settlement. Settlements in certain foreign countries at times
have not kept pace with the number of securities transactions; these problems may make it difficult for a Fund to carry out transactions.
If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and
certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in
settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the
security to another party, the Fund could be liable to that party for any losses incurred.
Funding
Agreements.
Certain Funds may invest in Guaranteed Investment Contracts (“GICs”) and similar funding agreements.
In connection with these investments, a Fund makes cash contributions to a deposit fund of an insurance company’s general
account. The insurance company then credits to the Fund on a monthly basis guaranteed interest, which is based on an index (such
as LIBOR). The funding agreements provide that this guaranteed interest will not be less than a certain minimum rate. The purchase
price paid for a funding agreement becomes part of the general assets of the insurance company, and the contract is paid from
the general assets of the insurance company. Generally, funding agreements are not assignable or transferable without the permission
of the issuing insurance companies, and an active secondary market in some funding agreements does not currently exist.
Guarantees
.
A Fund may purchase securities which contain guarantees issued by an entity separate from the issuer of the security. Generally,
the guarantor of a security (often an affiliate of the issuer) will fulfill an issuer’s payment obligations under a security
if the issuer is unable to do so.
Illiquid
or Restricted Securities.
Each Fund may invest up to 15% of its net assets in securities that lack an established secondary
trading market or otherwise are considered illiquid. Liquidity of a security relates to the ability to dispose easily of the security
and the price to be obtained upon disposition of the security, which may be less than would be obtained for a comparable more
liquid security. Illiquid securities may trade at a discount from comparable, more liquid investments. Investment of a Fund’s
assets in illiquid securities may restrict the ability of the Fund to dispose of its investments in a timely fashion and for a
fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly
acute where a Fund’s operations require cash, such as when the Fund redeems shares or pays dividends, and could result in
the Fund borrowing to meet short term cash requirements or incurring capital losses on the sale of illiquid investments.
A Fund
may invest in securities that are not registered under the Securities Act (“restricted securities”). Restricted securities
may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor
traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws
of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market,
privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that
privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity,
could be less than those originally paid by the Fund or less than their fair market value. In addition, issuers whose securities
are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable
if their securities were publicly traded. If any privately placed securities held by a Fund are required to be registered under
the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration.
Certain of the Fund’s investments in private placements may consist of direct investments and may include investments in
smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial
resources, or they may be dependent on a limited management group. In making investments in such securities, a Fund may obtain
access to material nonpublic information, which may restrict the Fund’s ability to conduct portfolio transactions in such
securities.
Some
of these securities are new and complex, and trade only among institutions; the markets for these securities are still developing,
and may not function as efficiently as established markets. Owning a large percentage of restricted or illiquid securities could
hamper the Fund’s ability to raise cash to meet redemptions. Also, because there may not be an established market price
for these securities, the Fund may have to estimate their value, which means that their valuation (and, to a much smaller extent,
the valuation of the Fund) may have a subjective element. Transactions in restricted or illiquid securities may entail registration
expense and other transaction costs that are higher than those for transactions in unrestricted or liquid securities. Where registration
is required for restricted or illiquid securities a considerable time period may elapse between the time the Fund decides to sell
the security and the time it is
actually
permitted to sell the security under an effective registration statement. If during such period, adverse market conditions were
to develop, the Fund might obtain less favorable pricing terms that when it decided to sell the security.
Inflation-Indexed
Bonds.
Certain Funds may invest in inflation-indexed bonds, which are fixed income securities or other instruments whose
principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and
some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the
Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon.
Inflation-indexed
securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with
other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed
percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value
of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the
mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%).
If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par
value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).
If the
periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward,
and, consequently, the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.
Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury
inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed,
and will fluctuate. Certain Funds may also invest in other inflation related bonds which may or may not provide a similar guarantee.
If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the
original principal. In addition, if the Fund purchases inflation-indexed bonds offered by foreign issuers, the rate of inflation
measured by the foreign inflation index may not be correlated to the rate of inflation in the United States.
The value
of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates, in turn,
are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at
a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed
bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading
to a decrease in value of inflation-indexed bonds. There can be no assurance, however, that the value of inflation-indexed bonds
will be directly correlated to changes in interest rates.
While
these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to
a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange
rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s
inflation measure.
In general,
the measure used to determine the periodic adjustment of U.S. inflation-indexed bonds is the Consumer Price Index for Urban Consumers
(“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes
in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued
by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can
be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices
of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated
to the rate of inflation in the United States.
Any increase
in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not
receive their principal until maturity.
Inflation
Risk
.
Like all mutual funds, the Funds are subject to inflation risk. Inflation risk is the risk that the present
value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation
increases, the present value of a Fund’s assets can decline as can the value of a Fund’s distributions.
Investment Grade Debt Obligations.
Certain
Funds may invest in “investment grade securities,” which are securities rated in the four highest rating categories
of an NRSRO or deemed to be of equivalent quality by a Fund’s Manager. Certain Funds may invest in debt securities rated
Aaa by Moody’s or AAA by S&P. It should be noted that debt obligations rated in the lowest of the top four ratings (i.e.,
“Baa” by Moody’s or “BBB” by S&P) are considered to have some speculative characteristics and
are more sensitive to economic change than higher rated securities. If an investment grade security of a Fund is subsequently
downgraded below investment grade, the Fund’s Manager will consider such an event in determining whether the Fund should
continue to hold the security. Subject to its investment strategies, there is no limit on the amount of such downgraded securities
a Fund may hold, although under normal market conditions the manager do not expect to hold these securities to a material extent.
See Appendix A to this Statement of Additional Information
for a description of applicable securities ratings.
Investment
in Emerging Markets.
Certain Funds may invest in the securities of issuers domiciled in various countries with emerging
capital markets. Specifically, a country with an emerging capital market is any country that the World Bank, the International
Finance Corporation, the United Nations or its authorities has determined to have a low or middle income economy. Countries with
emerging markets can be found in regions such as Asia, Latin America, Eastern Europe and Africa.
Investments
in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not
generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading
volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of
comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability,
increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic
developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition
of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments;
(iv) national policies that may limit a Fund’s investment opportunities such as restrictions on investment in issuers or
industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing
private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with
emerging markets may impose differential capital gains taxes on foreign investors.
Political
and economic structures in emerging market countries may be undergoing significant evolution and rapid development, and these
countries may lack the social, political and economic stability characteristic of more developed countries. In such a dynamic
environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities
for a Fund. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims
of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such
an event, it is possible that a Fund could lose the entire value of its investments in the affected market. As a result the risks
described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated
political or social developments may affect the value of investments in these countries and the availability to a Fund of additional
investments. The small size and inexperience of the securities markets in certain of these countries and the limited volume of
trading in securities in these countries may make investments in the countries illiquid and more volatile than investments in
Japan or most Western European countries.
Also,
there may be less publicly available information about issuers in emerging markets than would be available about issuers in more
developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements
comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards
vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not
be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and
company shares may be held by a limited number of persons. This may adversely affect the timing and pricing of the Fund’s
acquisition or disposal of securities.
Practices
in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets,
in part because a Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration
of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer
or refusal to recognize ownership exists in some emerging markets, and,
along
with other factors, could result in ownership registration being completely lost. A Fund would absorb any loss resulting from
such registration problems and may have no successful claim for compensation.
Investment
in non-dollar denominated securities including securities from issuers located in emerging market countries may be on either a
currency hedged or unhedged basis, and the Funds may hold from time to time various foreign currencies pending investment or conversion
into U.S. dollars. Some of these instruments may have the characteristics of futures contracts. In addition, certain Funds may
engage in foreign currency exchange transactions to seek to protect against changes in the level of future exchange rates which
would adversely affect the Fund’s performance. These investments and transactions involving foreign securities, currencies,
options (including options that relate to foreign currencies), futures, hedging and cross-hedging are described below and under
“Interest Rate Transactions and Currency Swaps,” Foreign Currency Transactions” and “Options and Futures
Contracts.”
Risks of Investing in Asia-Pacific Countries.
In
addition to the risks of foreign investing and the risks of investing in developing markets, the developing market Asia-Pacific
countries in which a Fund may invest are subject to certain additional or specific risks. Certain Funds may make substantial investments
in Asia-Pacific countries. In many of these markets, there is a high concentration of market capitalization and trading volume
in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial
intermediaries. Many of these markets also may be affected by developments with respect to more established markets in the region
such as in Japan and Hong Kong. Brokers in developing market Asia-Pacific countries typically are fewer in number and less well
capitalized than brokers in the United States. These factors, combined with the U.S. regulatory requirements for open-end investment
companies and the restrictions on foreign investment discussed below, result in potentially fewer investment opportunities for
a Fund and may have an adverse impact on the investment performance of the Fund.
Many of the developing market Asia-Pacific countries
may be subject to a greater degree of economic, political and social instability than is the case in the United States and Western
European countries. Such instability may result from, among other things: (i) authoritarian governments or military involvement
in political and economic decision-making, including changes in government through extra-constitutional means; (ii) popular unrest
associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations
with neighboring countries; and (v) ethnic, religious and racial disaffection. In addition, the governments of many of such countries,
such as Indonesia, have a substantial role in regulating and supervising the economy. Another risk common to most such countries
is that the economy is heavily export oriented and, accordingly, is dependent upon international trade. The existence of overburdened
infrastructure and obsolete financial systems also presents risks in certain countries, as do environmental problems. Certain
economies also depend to a significant degree upon exports of primary commodities and, therefore, are vulnerable to changes in
commodity prices that, in turn, may be affected by a variety of factors.
The legal systems in certain developing market Asia-Pacific
countries also may have an adverse impact on the Fund. For example, while the potential liability of a shareholder in a U.S. corporation
with respect to acts of the corporation is generally limited to the amount of the shareholder’s investment, the notion of
limited liability is less clear in certain emerging market Asia-Pacific countries. Similarly, the rights of investors in developing
market Asia-Pacific companies may be more limited than those of shareholders of U.S. corporations. It may be difficult or impossible
to obtain and/or enforce a judgment in a developing market Asia-Pacific country.
Governments of many developing market Asia-Pacific countries
have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government
owns or controls many companies, including the largest in the country. Accordingly, government actions in the future could have
a significant effect on economic conditions in developing market Asia-Pacific countries, which could affect private sector companies
and a Fund itself, as well as the value of securities in the Fund’s portfolio. In addition, economic statistics of developing
market Asia-Pacific countries may be less reliable than economic statistics of more developed nations.
In addition to the relative lack of publicly available information
about developing market Asia-Pacific issuers and the possibility that such issuers may not be subject to the same accounting,
auditing and financial reporting standards as U.S. companies, inflation accounting rules in some developing market Asia-Pacific
countries require companies that keep accounting records in the local currency, for both tax and accounting purposes, to restate
certain assets and liabilities on the company’s balance sheet in order to express items in terms of currency of
constant purchasing power. Inflation accounting may indirectly
generate losses or profits for certain developing market Asia-Pacific companies.
Satisfactory custodial services for investment securities
may not be available in some developing Asia-Pacific countries, which may result in the Fund incurring additional costs and delays
in providing transportation and custody services for such securities outside such countries.
Certain developing Asia-Pacific countries, such as the Philippines,
India and Turkey, are especially large debtors to commercial banks and foreign governments.
On March 11, 2011, a powerful earthquake and resulting tsunami
struck northeastern Japan causing major damage along the coast, including damage to nuclear power plants in the region. This disaster,
and the resulting damage, could have a severe and negative impact on a Fund’s investment portfolio and, in the longer term,
could impair the ability of issuers in which the Fund invests to conduct their businesses in the manner normally conducted.
Fund management may determine that, notwithstanding otherwise
favorable investment criteria, it may not be practicable or appropriate to invest in a particular developing Asia-Pacific country.
A Fund may invest in countries in which foreign investors, including management of the Fund, have had no or limited prior experience.
Restrictions on Foreign Investments in Asia-Pacific Countries.
Some developing Asia-Pacific countries prohibit or impose substantial restrictions on investments in their capital markets,
particularly their equity markets, by foreign entities such as a Fund. As illustrations, certain countries may require governmental
approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company
or limit the investment by foreign persons to only a specific class of securities of a company which may have less advantageous
terms (including price and shareholder rights) than securities of the company available for purchase by nationals. There can be
no assurance that a Fund will be able to obtain required governmental approvals in a timely manner. In addition, changes to restrictions
on foreign ownership of securities subsequent to a Fund’s purchase of such securities may have an adverse effect on the
value of such shares. Certain countries may restrict investment opportunities in issuers or industries deemed important to national
interests.
The manner in which foreign investors may invest in companies
in certain developing Asia-Pacific countries, as well as limitations on such investments, also may have an adverse impact on the
operations of a Fund. For example, a Fund may be required in certain of such countries to invest initially through a local broker
or other entity and then have the shares purchased re-registered in the name of the Fund. Re-registration may in some instances
not be able to occur on a timely basis, resulting in a delay during which a Fund may be denied certain of its rights as an investor,
including rights as to dividends or to be made aware of certain corporate actions. There also may be instances where a Fund places
a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation of the investment
to foreign investors has been filled, depriving the Fund of the ability to make its desired investment at that time.
Substantial limitations may exist in certain countries with
respect to a Fund’s ability to repatriate investment income, capital or the proceeds of sales of securities by foreign investors.
A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of
capital, as well as by the application to the Fund of any restrictions on investments. It is possible that certain countries may
impose currency controls or other restrictions relating to their currencies or to securities of issuers in those countries. To
the extent that such restrictions have the effect of making certain investments illiquid, securities may not be available for
sale to meet redemptions. Depending on a variety of financial factors, the percentage of a Fund’s portfolio subject to currency
controls may increase. In the event other countries impose similar controls, the portion of the Fund’s assets that may be
used to meet redemptions may be further decreased. Even where there is no outright restriction on repatriation of capital, the
mechanics of repatriation may affect certain aspects of the operations of a Fund (for example, if funds may be withdrawn only
in certain currencies and/or only at an exchange rate established by the government).
In certain countries, banks or other financial institutions
may be among the leading companies or have actively traded securities available for investment. The Investment Company Act restricts
a Fund’s investments in any equity securities of an issuer that, in its most recent fiscal year, derived more than 15% of
its revenues from “securities related activities,” as defined by the rules thereunder. These provisions may restrict
a Fund’s investments in certain foreign banks and other financial institutions.
Political and economic structures in emerging market countries
may be undergoing significant evolution and rapid development, and these countries may lack the social, political and economic
stability characteristic of more developed countries. Some of these countries may have in the past failed to recognize private
property rights and have at times nationalized or expropriated the assets of private companies. As a result the risks described
above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political
or social developments may affect the value of investments in these countries and the availability to a Fund of additional investments
in emerging market countries. The small size and inexperience of the securities markets in certain of these countries and the
limited volume of trading in securities in these countries may make investments in the countries illiquid and more volatile than
investments in Japan or most Western European countries. There may be little financial or accounting information available with
respect to issuers located in certain emerging market countries, and it may be difficult to assess the value or prospects of an
investment in such issuers.
The expense ratios of the Funds investing significantly
in foreign securities can be expected to be higher than those of Funds investing primarily in domestic securities. The costs attributable
to investing abroad are usually higher for several reasons, such as the higher cost of custody of foreign securities, higher commissions
paid on comparable transactions on foreign markets and additional costs arising from delays in settlements of transactions involving
foreign securities.
Risks
of Investments in Russia
. A Fund may invest a portion of its assets in securities issued by companies located in Russia. Because
of the recent formation of the Russian securities markets as well as the underdeveloped state of Russia’s banking system,
settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares is defined
according to entries in the company’s share register and normally evidenced by extracts from the register. These extracts
are not negotiable instruments and are not effective evidence of securities ownership. The registrars are not necessarily subject
to effective state supervision nor are they licensed with any governmental entity. Also, there is no central registration system
for shareholders and it is possible for a Fund to lose its registration through fraud, negligence or mere oversight. While a Fund
will endeavor to ensure that its interest continues to be appropriately recorded either itself or through a custodian or other
agent inspecting the share register and by obtaining extracts of share registers through regular confirmations, these extracts
have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may deprive the Fund
of its ownership rights or improperly dilute its interest. In addition, while applicable Russian regulations impose liability
on registrars for losses resulting from their errors, it may be difficult for a Fund to enforce any rights it may have against
the registrar or issuer of the securities in the event of loss of share registration. While a Fund intends to invest directly
in Russian companies that use an independent registrar, there can be no assurance that such investments will not result in a loss
to the Fund.
Brady
Bonds.
A Fund’s emerging market debt securities may include emerging market governmental debt obligations commonly referred
to as Brady Bonds. Brady Bonds are securities created through the exchange of existing commercial bank loans to sovereign entities
for new obligations in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady (the “Brady Plan”). Brady Plan debt restructurings have been implemented in a number
of countries, including: Argentina, Bolivia, Brazil, Bulgaria, Costa Rica, the Dominican Republic, Ecuador, Jordan, Mexico, Niger,
Nigeria, Panama, Peru, the Philippines, Poland, Uruguay and Venezuela.
Brady
Bonds may be collateralized or uncollateralized, are issued in various currencies (primarily the U.S. dollar) and are actively
traded in the over-the-counter secondary market. Brady Bonds are not considered to be U.S. Government securities. U.S. dollar-denominated,
collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in
full as to principal by U.S. Treasury zero-coupon bonds having the same maturity as the Brady Bonds. Interest payments on these
Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that,
in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially
is equal to at least one year’s interest payments based on the applicable interest rate at that time and is adjusted at
regular intervals thereafter. Certain Brady Bonds are entitled to “value recovery payments” in certain circumstances,
which in effect constitute supplemental interest payments but generally are not collateralized. For example, some Mexican and
Venezuelan Brady Bonds include attached value recovery options, which increase interest payments if oil revenues rise. Brady Bonds
are often viewed as having three or four valuation components: (i) the collateralized repayment of
principal
at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized
repayment of principal at maturity (the uncollateralized amounts constitute the “residual risk”).
Brady
Bonds involve various risk factors described above associated with investing in foreign securities, including the history of defaults
with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. In light of the residual
risk of Brady Bonds and, among other factors, the history of defaults, investments in Brady Bonds are considered speculative.
There can be no assurance that Brady Bonds in which the Funds may invest will not be subject to restructuring arrangements or
to requests for new credit, which may cause the Funds to suffer a loss of interest or principal on any of its holdings.
Investment
in Other Investment Companies.
Each Fund may, subject to applicable law, invest in other investment companies (including
investment companies managed by BlackRock and its affiliates), including money market funds and exchange traded funds (“ETFs”),
which are typically open-end funds or unit investment trusts listed on a stock exchange. In accordance with the Investment Company
Act, a Fund may invest up to 10% of its total assets in securities of other investment companies (measured at the time of such
investment). In addition, under the Investment Company Act a Fund may not acquire securities of an investment company if such
acquisition would cause the Fund to own more than 3% of the total outstanding voting stock of such investment company and a Fund
may not invest in another investment company if such investment would cause more than 5% of the value of the Fund’s total
assets to be invested in securities of such investment company. (These limits do not restrict a Feeder Fund from investing all
of its assets in shares of its Master Portfolio.) In addition to the restrictions on investing in other investment companies discussed
above, a Fund may not invest in a registered closed-end investment company if such investment would cause the Fund and other BlackRock-advised
investment companies to own more than 10% of the total outstanding voting stock of such closed-end investment company. Pursuant
to the Investment Company Act (or alternatively, pursuant to exemptive orders received from the Commission) these percentage limitations
do not apply to investments in affiliated money market funds, and under certain circumstances, do not apply to investments in
affiliated investment companies, including ETFs. In addition, many third-party ETFs have obtained exemptive relief from the Commission
to permit unaffiliated funds (such as the Funds) to invest in their shares beyond the statutory limits, subject to certain conditions
and pursuant to contractual arrangements between the ETFs and the investing funds. A Fund may rely on these exemptive orders in
investing in ETFs. Further, under certain circumstances a Fund may be able to rely on certain provisions of the Investment Company
Act to invest in shares of unaffiliated investment companies beyond the statutory limits noted above, but subject to certain other
statutory restrictions.
As with
other investments, investments in other investment companies are subject to market and selection risk.
Shares
of investment companies, such as closed-end fund investment companies, that trade on an exchange may at times be acquired at market
prices representing premiums to their net asset values. In addition, investment companies held by a Fund that trade on an exchange
could trade at a discount from net asset value, and such discount could increase while the Fund holds the shares. If the market
price of shares of an exchange-traded investment company decreases below the price that the Fund paid for the shares and the Fund
were to sell its shares of such investment company at a time when the market price is lower than the price at which it purchased
the shares, the Fund would experience a loss.
In addition,
if a Fund acquires shares in investment companies, including affiliated investment companies, shareholders would bear both their
proportionate share of expenses in the Fund and, indirectly, the expenses of such investment companies. Such expenses, both at
the Fund level and acquired investment company level, would include management and advisory fees, unless such fees have been waived
by BlackRock. Please see the relevant Fund’s prospectus to determine whether any such management and advisory fees have
been waived by BlackRock. Investments by a Fund in wholly owned investment entities created under the laws of certain countries
will not be deemed an investment in other investment companies.
To the
extent shares of a Fund are held by an affiliated fund, the ability of the Fund itself to purchase other affiliated investment
companies may be limited. In addition, a fund-of-funds (
e.g.
, an investment company that seeks to meet its investment objective
by investing significantly in other investment companies) may be limited in its ability to purchase affiliated underlying funds
if such affiliated underlying funds themselves own shares of affiliated funds.
A number
of publicly traded closed-end investment companies have been organized to facilitate indirect foreign investment in developing
countries, and certain of such countries, such as Thailand, South Korea, Chile and Brazil, have specifically authorized such funds.
There also are investment opportunities in certain of such countries in pooled vehicles that resemble open-end investment companies.
The restrictions on investments in securities of investment companies set forth above may limit opportunities for a Fund to invest
indirectly in certain developing countries.
Junk
Bonds.
Non-investment grade or “high yield” fixed income or convertible securities commonly known to investors
as “junk bonds” are debt securities that are rated below investment grade by the major rating agencies or are unrated
securities that Fund management believes are of comparable quality. While generally providing greater income and opportunity for
gain, non-investment grade debt securities may be subject to greater risks than securities which have higher credit ratings, including
a high risk of default, and their yields will fluctuate over time. High yield securities will generally be in the lower rating
categories of recognized rating agencies (rated “Ba” or lower by Moody’s or “BB” or lower by S&P)
or will be non-rated. The credit rating of a high yield security does not necessarily address its market value risk, and ratings
may from time to time change, positively or negatively, to reflect developments regarding the issuer’s financial condition.
High yield securities are considered to be speculative with respect to the capacity of the issuer to timely repay principal and
pay interest or dividends in accordance with the terms of the obligation and may have more credit risk than higher rated securities.
The major
risks in junk bond investments include the following:
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·
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Junk
bonds
may
be
issued
by
less
creditworthy
companies.
These
securities
are
vulnerable
to
adverse
changes
in
the
issuer’s
industry
and
to
general
economic
conditions.
Issuers
of
junk
bonds
may
be
unable
to
meet
their
interest
or
principal
payment
obligations
because
of
an
economic
downturn,
specific
issuer
developments
or
the
unavailability
of
additional
financing.
|
|
·
|
The
issuers
of
junk
bonds
may
have
a
larger
amount
of
outstanding
debt
relative
to
their
assets
than
issuers
of
investment
grade
bonds.
If
the
issuer
experiences
financial
stress,
it
may
be
unable
to
meet
its
debt
obligations.
The
issuer’s
ability
to
pay
its
debt
obligations
also
may
be
lessened
by
specific
issuer
developments,
or
the
unavailability
of
additional
financing.
Issuers
of
high
yield
securities
are
often
in
the
growth
stage
of
their
development
and/or
involved
in
a
reorganization
or
takeover.
|
|
·
|
Junk
bonds
are
frequently
ranked
junior
to
claims
by
other
creditors.
If
the
issuer
cannot
meet
its
obligations,
the
senior
obligations
are
generally
paid
off
before
the
junior
obligations,
which
will
potentially
limit
a
Fund’s
ability
to
fully
recover
principal
or
to
receive
interest
payments
when
senior
securities
are
in
default.
Thus,
investors
in
high
yield
securities
have
a
lower
degree
of
protection
with
respect
to
principal
and
interest
payments
then
do
investors
in
higher
rated
securities.
|
|
·
|
Junk
bonds
frequently
have
redemption
features
that
permit
an
issuer
to
repurchase
the
security
from
a
Fund
before
it
matures.
If
an
issuer
redeems
the
junk
bonds,
a
Fund
may
have
to
invest
the
proceeds
in
bonds
with
lower
yields
and
may
lose
income.
|
|
·
|
Prices
of
junk
bonds
are
subject
to
extreme
price
fluctuations.
Negative
economic
developments
may
have
a
greater
impact
on
the
prices
of
junk
bonds
than
on
those
of
other
higher
rated
fixed
income
securities.
|
|
·
|
The
secondary
markets
for
high
yield
securities
are
not
as
liquid
as
the
secondary
markets
for
higher
rated
securities.
The
secondary
markets
for
high
yield
securities
are
concentrated
in
relatively
few
market
makers
and
participants
in
the
markets
are
mostly
institutional
investors,
including
insurance
companies,
banks,
other
financial
institutions
and
mutual
funds.
In
addition,
the
trading
volume
for
high
yield
securities
is
generally
lower
than
that
for
higher
rated
securities
and
the
secondary
markets
could
contract
under
adverse
market
or
economic
conditions
independent
of
any
specific
adverse
changes
in
the
condition
of
a
particular
issuer.
Under
certain
economic
and/or
market
conditions,
a
Fund
may
have
difficulty
disposing
of
certain
high
yield
securities
due
to
the
limited
number
of
investors
in
that
sector
of
the
market.
An
illiquid
secondary
market
may
adversely
affect
the
market
price
of
the
high
yield
security,
which
may
result
in
increased
difficulty
selling
the
particular
issue
and
obtaining
accurate
market
quotations
on
the
issue
when
valuing
a
Fund’s
assets.
Market
quotations
on
high
yield
securities
are
available
only
from
a
limited
number
of
dealers,
and
such
quotations
may
not
be
the
actual
prices
available
for
a
purchase
or
sale.
When
the
secondary
market
for
high
yield
securities
becomes
more
illiquid,
or
in
the
absence
of
readily
available
market
quotations
for
such
securities,
the
relative
lack
of
reliable
objective
data
makes
it
more
difficult
to
value
a
Fund’s
securities,
and
judgment
plays
a
more
important
role
in
determining
such
valuations.
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|
·
|
A
Fund
may
incur
expenses
to
the
extent
necessary
to
seek
recovery
upon
default
or
to
negotiate
new
terms
with
a
defaulting
issuer.
|
|
·
|
The
junk
bond
markets
may
react
strongly
to
adverse
news
about
an
issuer
or
the
economy,
or
to
the
perception
or
expectation
of
adverse
news,
whether
or
not
it
is
based
on
fundamental
analysis.
Additionally,
prices
for
high
yield
securities
may
be
affected
by
legislative
and
regulatory
developments.
These
developments
could
adversely
affect
a
Fund’s
net
asset
value
and
investment
practices,
the
secondary
market
for
high
yield
securities,
the
financial
condition
of
issuers
of
these
securities
and
the
value
and
liquidity
of
outstanding
high
yield
securities,
especially
in
a
thinly
traded
market.
For
example,
federal
legislation
requiring
the
divestiture
by
federally
insured
savings
and
loan
associations
of
their
investments
in
high
yield
bonds
and
limiting
the
deductibility
of
interest
by
certain
corporate
issuers
of
high
yield
bonds
adversely
affected
the
market
in
the
past.
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|
·
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The
rating
assigned
by
a
rating
agency
evaluates
the
issuing
agency’s
assessment
of
the
safety
of
a
non-investment
grade
security’s
principal
and
interest
payments,
but
does
not
address
market
value
risk.
Because
such
ratings
of
the
ratings
agencies
may
not
always
reflect
current
conditions
and
events,
in
addition
to
using
recognized
rating
agencies
and
other
sources,
the
sub-adviser
performs
its
own
analysis
of
the
issuers
whose
non-investment
grade
securities
a
Fund
holds.
Because
of
this,
the
Fund’s
performance
may
depend
more
on
the
sub-adviser’s
own
credit
analysis
than
in
the
case
of
mutual
funds
investing
in
higher-rated
securities.
|
In selecting non-investment
grade securities, the adviser or sub-adviser considers factors such as those relating to the creditworthiness of issuers, the
ratings and performance of the securities, the protections afforded the securities and the diversity of the Fund. The sub-adviser
continuously monitors the issuers of non-investment grade securities held by the Fund for their ability to make required principal
and interest payments, as well as in an effort to control the liquidity of the Fund so that it can meet redemption requests. If
a security’s rating is reduced below the minimum credit rating that is permitted for a Fund, the Fund’s sub-adviser
will consider whether the Fund should continue to hold the security.
In the event that a Fund investing
in high yield securities experiences an unexpected level of net redemptions, the Fund could be forced to sell its holdings without
regard to the investment merits, thereby decreasing the assets upon which the Fund’s rate of return is based.
The costs attributable to investing
in the junk bond markets are usually higher for several reasons, such as higher investment research costs and higher commission
costs.
Lease Obligations.
A Fund
may hold participation certificates in a lease, an installment purchase contract, or a conditional sales contract (“lease
obligations”).
The Manager will monitor the credit standing
of each borrower and each entity providing credit support and/or a put option relating to lease obligations. In determining whether
a lease obligation is liquid, the Manager will consider, among other factors, the following: (i) whether the lease can be cancelled;
(ii) the degree of assurance that assets represented by the lease could be sold; (iii) the strength of the lessee’s general
credit (
e.g.
, its debt, administrative, economic and financial characteristics); (iv) in the case of a municipal lease,
the likelihood that the municipality would discontinue appropriating funding for the leased property because the property is no
longer deemed essential to the operations of the municipality (
e.g.
, the potential for an “event of nonappropriation”);
(v) legal recourse in the event of failure to appropriate; (vi) whether the security is backed by a credit enhancement such as
insurance; and (vii) any limitations which are imposed on the lease obligor’s ability to utilize substitute property or
services other than those covered by the lease obligation.
Liquidity Management
.
As a temporary defensive measure, if its Manager determines that market conditions warrant, certain Funds may invest without
limitation in high quality money market instruments. Certain Funds may also invest in high quality money market instruments pending
investment or to meet anticipated redemption requests. High quality money market instruments include U.S. government obligations,
U.S. government agency obligations, dollar denominated obligations of foreign issuers, bank obligations, including U.S. subsidiaries
and branches of foreign banks, corporate obligations, commercial paper, repurchase agreements and obligations of
supranational organizations. Generally,
such obligations will mature within one year from the date of settlement, but may mature within two years from the date of settlement.
Master Limited Partnerships.
Certain
Funds may invest in publicly traded master limited partnerships (“MLPs”) which are limited partnerships or limited
liability companies taxable as partnerships. MLPs may derive income and gains from the exploration, development, mining or production,
processing, refining, transportation (including pipelines transporting gas, oil, or products thereof), or the marketing of any
mineral or natural resources. MLPs generally have two classes of owners, the general partner and limited partners. When investing
in an MLP, a Fund intends to purchase publicly traded common units issued to limited partners of the MLP. The general partner
is typically owned by a major energy company, an investment fund, the direct management of the MLP or is an entity owned by one
or more of such parties. The general partner may be structured as a private or publicly traded corporation or other entity. The
general partner typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP plus,
in many cases, ownership of common units and subordinated units. Limited partners own the remainder of the partnership, through
ownership of common units, and have a limited role in the partnership’s operations and management.
MLPs are typically structured such that
common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum
amount (“minimum quarterly distributions” or “MQD”). Common and general partner interests also accrue
arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated
units receive distributions of up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess
of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro
rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates the business
in a manner which results in distributions paid per common unit surpassing specified target levels. As the general partner increases
cash distributions to the limited partners, the general partner receives an increasingly higher percentage of the incremental
cash distributions. A common arrangement provides that the general partner can reach a tier where it receives 50% of every incremental
dollar paid to common and subordinated unit holders. These incentive distributions encourage the general partner to streamline
costs, increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise the quarterly
cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP.
MLP common units represent a limited partnership
interest in the MLP. Common units are listed and traded on U.S. securities exchanges, with their value fluctuating predominantly
based on prevailing market conditions and the success of the MLP. Certain Funds intend to purchase common units in market transactions.
Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability annually
to elect directors. In the event of liquidation, common units have preference over subordinated units, but not over debt or preferred
units, to the remaining assets of the MLP.
Mezzanine Investments.
Certain
Funds, consistent with their restrictions on investing in securities of a specific credit quality, may invest in certain high
yield securities known as mezzanine investments, which are subordinated debt securities which are generally issued in private
placements in connection with an equity security (e.g., with attached warrants). Such mezzanine investments may be issued with
or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven
to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine investments are usually
unsecured and subordinate to other obligations of the issuer.
Money Market Obligations of Domestic
Banks, Foreign Banks and Foreign Branches of U.S. Banks
.
Certain Funds may purchase bank obligations, such as certificates
of deposit, notes, bankers’ acceptances and time deposits, including instruments issued or supported by the credit of U.S.
or foreign banks or savings institutions having total assets at the time of purchase in excess of $1 billion. These obligations
may be general obligations of the parent bank or may be limited to the issuing branch or subsidiary by the terms of a specific
obligation or by government regulation. The assets of a bank or savings institution will be deemed to include the assets of its
domestic and foreign branches for purposes of a Fund’s investment policies. Investments in short-term bank obligations may
include obligations of foreign banks and domestic branches of foreign banks, and also foreign branches of domestic banks.
To the
extent consistent with their investment objectives, a Fund may invest in debt obligations of domestic or foreign corporations
and banks, and may acquire commercial obligations issued by Canadian corporations and Canadian counterparts of U.S. corporations,
as well as Europaper, which is U.S. dollar-denominated commercial paper of a foreign issuer.
Money
Market Securities.
Certain Funds may invest in a broad range of short-term, high quality, U.S. dollar-denominated instruments,
such as government, bank, commercial and other obligations that are available in the money markets. In particular, the Funds may
invest in:
|
(a)
|
U.S. dollar-denominated obligations issued or supported
by the credit of U.S. or foreign banks or savings institutions with total assets in excess of $1 billion (including obligations
of foreign branches of such banks);
|
|
|
(b)
|
high quality commercial paper and other obligations issued or guaranteed
by U.S. and foreign corporations and other issuers rated (at the time of purchase) A-2 or higher by S&P, Prime-2 or higher
by Moody’s or F-2 or higher by Fitch, as well as high quality corporate bonds rated (at the time of purchase) A or higher
by those rating agencies;
|
|
|
(c)
|
unrated notes, paper and other instruments that are of comparable
quality to the instruments described in (b) above as determined by the Fund’s Manager;
|
|
|
(d)
|
asset-backed securities (including interests in pools of assets such
as mortgages, installment purchase obligations and credit card receivables);
|
|
|
(e)
|
securities issued or guaranteed as to principal and interest by the
U.S. Government or by its agencies or authorities and related custodial receipts;
|
|
|
(f)
|
dollar-denominated securities issued or guaranteed by foreign governments
or their political subdivisions, agencies or authorities;
|
|
|
(g)
|
funding agreements issued by highly-rated U.S. insurance companies;
|
|
(h)
|
securities issued or guaranteed by state or local governmental
bodies;
|
|
|
(i)
|
repurchase agreements relating to the above instruments;
|
|
|
(j)
|
municipal bonds and notes whose principal and interest payments are
guaranteed by the U.S. Government or one of its agencies or authorities or which otherwise depend on the credit of the United
States;
|
|
|
(k)
|
fixed and variable rate notes and similar debt instruments rated MIG-2,
VMIG-2 or Prime-2 or higher by Moody’s, SP-2 or A-2 or higher by S&P, or F-2 or higher by Fitch;
|
|
|
(l)
|
tax-exempt commercial paper and similar debt instruments rated Prime-2
or higher by Moody’s, A-2 or higher by S&P, or F-2 or higher by Fitch;
|
|
|
(m)
|
municipal bonds rated A or higher by Moody’s, S&P or Fitch;
|
|
|
(n)
|
unrated notes, paper or other instruments that are of comparable quality
to the instruments described above, as determined by the Fund’s Manager under guidelines established by the Board; and
|
|
|
(o)
|
municipal bonds and notes which are guaranteed as to principal and
interest by the U.S. Government or an agency or instrumentality thereof or which otherwise depend directly or indirectly on
the credit of the United States.
|
Mortgage-Related Securities.
Mortgage-Backed Securities.
Mortgage-backed
securities represent interests in pools of mortgages in which payments of both principal and interest on the securities are generally
made monthly, in effect “passing through” monthly payments made by borrowers on the residential or commercial mortgage
loans that underlie the securities (net of any fees paid to the issuer or guarantor of the securities). Mortgage-backed securities
differ from other forms
of debt
securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified
call dates.
Mortgage-backed
securities are subject to the general risks associated with investing in real estate securities; that is, they may lose value
if the value of the underlying real estate to which a pool of mortgages relates declines. In addition, investments in mortgage-backed
securities involve certain specific risks. These risks include the failure of a party to meet its commitments under the related
operative documents, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Mortgage-backed securities
are “pass-through” securities, meaning that principal and interest payments made by the borrower on the underlying
mortgages are passed through to a Fund. The value of mortgage-backed securities, like that of traditional fixed income securities,
typically increases when interest rates fall and decreases when interest rates rise. However, mortgage-backed securities differ
from traditional fixed income securities because of their potential for prepayment without penalty. The price paid by a Fund for
its mortgage-backed securities, the yield the Fund expects to receive from such securities and the weighted average life of the
securities are based on a number of factors, including the anticipated rate of prepayment of the underlying mortgages. In a period
of declining interest rates, borrowers may prepay the underlying mortgages more quickly than anticipated, thereby reducing the
yield to maturity and the average life of the mortgage-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment
in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid.
To the
extent that a Fund purchases mortgage-backed securities at a premium, mortgage foreclosures and principal prepayments may result
in a loss to the extent of the premium paid. If a Fund buys such securities at a discount, both scheduled payments of principal
and unscheduled prepayments will increase current and total returns and will accelerate the recognition of income, which, when
distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying
mortgages may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change
a security that was considered short or intermediate-term at the time of purchase into a long-term security. Since the value of
long-term securities generally fluctuates more widely in response to changes in interest rates than that of shorter-term securities,
maturity extension risk could increase the inherent volatility of the Fund. Under certain interest rate and prepayment scenarios,
a Fund may fail to recoup fully its investment in mortgage-backed securities notwithstanding any direct or indirect governmental
or agency guarantee.
There
are currently three types of mortgage pass-through securities: (1) those issued by the U.S. government or one of its agencies
or instrumentalities, such as the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage
Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); (2) those issued
by private issuers that represent an interest in or are collateralized by pass-through securities issued or guaranteed by the
U.S. government or one of its agencies or instrumentalities; and (3) those issued by private issuers that represent an interest
in or are collateralized by whole mortgage loans or pass-through securities without a government guarantee but that usually have
some form of private credit enhancement.
Ginnie
Mae is a wholly owned U.S. government corporation within the Department of Housing and Urban Development. Ginnie Mae is authorized
to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities
issued by the institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage banks),
and backed by pools of Federal Housing Administration (“FHA”)-insured or Veterans’ Administration (“VA”)-guaranteed
mortgages. Pass-through certificates guaranteed by Ginnie Mae (such certificates are also known as “Ginnie Maes”)
are guaranteed as to the timely payment of principal and interest by Ginnie Mae, whose guarantee is backed by the full faith and
credit of the United States. Ginnie Mae certificates also are supported by the authority of Ginnie Mae to borrow funds from the
U.S. Treasury Department to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae include Fannie
Mae guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”), which are guaranteed as to timely
payment of principal and interest by Fannie Mae. They are not backed by or entitled to the full faith and credit of the United
States, but are supported by the right of Fannie Mae to borrow from the U.S. Treasury Department. Fannie Mae was established as
a federal agency in 1938 and in 1968 was chartered by Congress as a private shareholder-owned company. Mortgage-related securities
issued by the Freddie Mac include Freddie Mac Mortgage Participation Certificates (also known as “Freddie Macs” or
“PCs”). Freddie Mac is a stockholder-owned corporation chartered by Congress in 1970. Freddie Macs are not guaranteed
by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any
Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie
Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. While
Freddie Mac generally does not guarantee timely payment of principal, Freddie
Mac may
remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage,
but in no event later than one year after it becomes payable. On September 6, 2008, Director James Lockhart of the Federal Housing
Finance Agency (“FHFA”) appointed FHFA as conservator of both Fannie Mae and Freddie Mac. In addition the U.S. Treasury
Department agreed to provide Fannie Mae and Freddie Mac up to $100 billion of capital each on an as needed basis to insure that
they continue to provide liquidity to the housing and mortgage markets.
Private
mortgage pass-through securities are structured similarly to Ginnie Mae, Fannie Mae, and Freddie Mac mortgage pass-through securities
and are issued by originators of and investors in mortgage loans, including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of the foregoing.
Pools
created by private mortgage pass-through issuers generally offer a higher rate of interest than government and government-related
pools because there are no direct or indirect government or agency guarantees of payments in the private pools. However, timely
payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities,
private insurers and the mortgage poolers. The insurance and guarantees and the creditworthiness of the issuers thereof will be
considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be
no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.
Private mortgage pass-through securities may be bought without insurance or guarantees if, through an examination of the loan
experience and practices of the originator/servicers and poolers, the Manager determines that the securities meet a Fund’s
quality standards. Any mortgage-related securities that are issued by private issuers have some exposure to subprime loans as
well as to the mortgage and credit markets generally.
In addition, mortgage-related
securities that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that
are applicable to those mortgage-related securities that have a government or government-sponsored entity guarantee. As a result,
the mortgage loans underlying private mortgage-related securities may, and frequently do, have less favorable collateral, credit
risk or other underwriting characteristics than government or government-sponsored mortgage-related securities and have wider
variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools
more frequently include second mortgages, high loan-to-value mortgages and manufactured housing loans. The coupon rates and maturities
of the underlying mortgage loans in a private-label mortgage-related securities pool may vary to a greater extent than those included
in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans refer to loans made to borrowers
with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying
these securities have had in many cases higher default rates than those loans that meet government underwriting requirements.
The risk of non-payment is
greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists
for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic turndown, high unemployment,
a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting
in higher mortgage payments by holders of adjustable rate mortgages.
Privately
issued mortgage-related securities are not traded on an exchange and there may be a limited market for the securities, especially
when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-related
securities held in a fund’s portfolio may be particularly difficult to value because of the complexities involved in assessing
the value of the underlying mortgage loans.
A Fund
from time to time may purchase in the secondary market (i) certain mortgage pass-through securities packaged and master serviced
by PNC Mortgage Securities Corp. (“PNC Mortgage”) or Midland Loan Services, Inc. (“Midland”), or (ii)
mortgage-related securities containing loans or mortgages originated by PNC Bank, National Association (“PNC Bank”)
or its affiliates. It is possible that under some circumstances, PNC Mortgage, Midland or other affiliates could have interests
that are in conflict with the holders of these mortgage-backed securities, and such holders could have rights against PNC Mortgage,
Midland or their affiliates. For example, if PNC Mortgage, Midland or their affiliates engaged in negligence or willful misconduct
in carrying out its duties as a master servicer, then any holder of the mortgage-backed security could seek recourse against PNC
Mortgage, Midland or their affiliates, as applicable. Also, as a master servicer, PNC Mortgage, Midland or their affiliates may
make
certain representations and warranties regarding the quality of the mortgages and properties underlying a mortgage-backed security.
If one or more of those representations or warranties is false, then the holders of the mortgage-backed securities could trigger
an obligation of PNC Mortgage, Midland or their affiliates, as applicable, to repurchase the mortgages from the issuing trust.
Finally, PNC Mortgage, Midland or their affiliates may own securities that are subordinate to the senior mortgage-backed securities
owned by a Fund.
Collateralized
Mortgage Obligations
(“CMOs”). CMOs are debt obligations collateralized by residential or commercial mortgage
loans or residential or commercial mortgage pass-through securities. Interest and prepaid principal are generally paid monthly.
CMOs may be collateralized by whole mortgage loans or private mortgage pass-through securities but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac, or Fannie Mae. The issuer of a series
of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (“REMIC”). All future references to CMOs
also include REMICs.
CMOs
are structured into multiple classes, often referred to as a “tranche,” each issued at a specific adjustable or fixed
interest rate, and bearing a different stated maturity date and each must be fully retired no later than its final distribution
date. Actual maturity and average life will depend upon the prepayment experience of the collateral, which is ordinarily unrelated
to the stated maturity date. CMOs often provide for a modified form of call protection through a de facto breakdown of the underlying
pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying
mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer
maturity classes usually receive principal only after the first class has been retired. An investor may be partially protected
against a sooner than desired return of principal because of the sequential payments.
Certain
issuers of CMOs are not considered investment companies pursuant to a rule adopted by the Commission, and a Fund may invest in
the securities of such issuers without the limitations imposed by the Investment Company Act on investments by a Fund in other
investment companies. In addition, in reliance on an earlier Commission interpretation, a Fund’s investments in certain
other qualifying CMOs, which cannot or do not rely on the rule, are also not subject to the limitation of the Investment Company
Act on acquiring interests in other investment companies. In order to be able to rely on the Commission’s interpretation,
these CMOs must be unmanaged, fixed asset issuers, that: (1) invest primarily in mortgage-backed securities; (2) do not issue
redeemable securities; (3) operate under general exemptive orders exempting them from all provisions of the Investment Company
Act; and (4) are not registered or regulated under the Investment Company Act as investment companies. To the extent that a Fund
selects CMOs that cannot rely on the rule or do not meet the above requirements, the Fund may not invest more than 10% of its
assets in all such entities and may not acquire more than 3% of the voting securities of any single such entity.
A Fund
may also invest in, among other things, parallel pay CMOs, sequential pay CMOs, and floating rate CMOs. Parallel pay CMOs are
structured to provide payments of principal on each payment date to more than one class, concurrently on a proportionate or disproportionate
basis. These simultaneous payments are taken into account in calculating the final distribution date of each class. Sequential
pay CMOs generally pay principal to only one class at a time while paying interest to several classes. A wide variety of REMIC
Certificates may be issued in the parallel pay or sequential pay structures. These securities include accrual certificates (also
known as “Z-Bonds”), which only accrue interest at a specified rate until all other certificates having an earlier
final distribution date have been retired and are converted thereafter to an interest-paying security. Floating rate CMOs are
securities whose coupon rate fluctuates according to some formula related to an existing market index or rate. Typical indices
would include the eleventh district cost-of-funds index (“COFI”), LIBOR, one-year Treasury yields, and ten-year Treasury
yields.
Classes
of CMOs also include planned amortization classes (“PACs”) and targeted amortization classes (“TACs”).
PAC bonds generally require payments of a specified amount of principal on each payment date. The scheduled principal payments
for PAC Certificates generally have the highest priority on each payment date after interest due has been paid to all classes
entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date. The PAC
Certificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to
create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the underlying mortgage
assets. These tranches (often called “supports” or “companion” tranches) tend to have market prices and
yields that are more volatile than the PAC classes.
TACs
are similar to PACs in that they require that specified amounts of principal be applied on each payment date to one or more classes
of REMIC Certificates. A PAC’s payment schedule, however, remains in effect as long as prepayment rates on the underlying
mortgages do not exceed certain ranges. In contrast, a TAC provides investors with protection, to a certain level, against either
faster than expected or slower than expected prepayment rates, but not both. TACs thus provide more cash flow stability than a
regular sequential paying class, but less than a PAC. TACs also tend to have market prices and yields that are more volatile than
PACs.
Adjustable
Rate Mortgage Securities.
Adjustable rate mortgage securities (“ARMs”) are pass-through securities collateralized
by mortgages with adjustable rather than fixed rates. ARMs eligible for inclusion in a mortgage pool generally provide for a fixed
initial mortgage interest rate for a set number of scheduled monthly payments. After that schedule of payments has been completed,
the interest rates are subject to periodic adjustment based on changes to a designated benchmark index.
ARMs
contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition,
certain ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single
adjustment period. In the event that market rates of interest rise more rapidly to levels above that of the ARM’s maximum
rate, the ARM’s coupon may represent a below market rate of interest. In these circumstances, the market value of the ARM
security will likely have fallen.
Certain
ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to
pay the interest accruing on an ARM, any such excess interest is added to the principal balance of the mortgage loan, which is
repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued
at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal
balance over the remaining term of the loan, the excess is then used to reduce the outstanding principal balance of the ARM.
CMO
Residuals.
CMO residuals are
derivative
mortgage securities
issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, and special purpose
entities of the foregoing. The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make
required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments.
Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The
amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets,
the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience
on the mortgage assets. In part, the yield to maturity on the CMO residuals is extremely sensitive to prepayments on the related
underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-related securities.
In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related
CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based.
In certain circumstances, a Fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals
are generally purchased and sold by institutional investors through one or more investment banking firms acting as brokers or
dealers. CMO residuals may not have the liquidity of other more established securities trading in other markets. Transactions
in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition,
CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the Securities Act. Residual interests
generally are junior to, and may be significantly more volatile than, “regular” CMO and REMIC interests.
Stripped
Mortgage-Backed Securities.
A Fund may invest in stripped mortgage-backed securities (“SMBSs”) issued by agencies
or instrumentalities of the United States. SMBSs are
derivative
multi-class mortgage-backed securities. SMBS arrangements commonly involve two classes of securities that receive different proportions
of the interest and principal distributions on a pool of mortgage assets. A common variety of SMBS is where one class (the principal
only or PO class) receives some of the interest and most of the principal from the underlying assets, while the other class (the
interest only or IO class) receives most of the interest and the remainder of the principal. In the most extreme case, the IO
class receives all of the interest, while the PO class receives all of the principal. While a Fund may purchase securities of
a PO class, a Fund is more likely to purchase the securities of an IO class. The yield to maturity of an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the related underlying assets, and a rapid rate of principal
payments in excess of that considered in pricing the securities
will
have a material adverse effect on an IO security’s yield to maturity. If the underlying mortgage assets experience greater
than anticipated payments of principal, a Fund may fail to recoup fully its initial investment in IOs. In addition, there are
certain types of IOs that represent the interest portion of a particular class as opposed to the interest portion of the entire
pool. The sensitivity of this type of IO to interest rate fluctuations may be increased because of the characteristics of the
principal portion to which they relate. As a result of the above factors, a Fund generally will purchase IOs only as a component
of so called “synthetic” securities. This means that purchases of IOs will be matched with certain purchases of other
securities, such as POs, inverse floating rate CMOs or fixed rate securities; as interest rates fall, presenting a greater risk
of unanticipated prepayments of principal, the negative effect on a Fund because of its holdings of IOs should be diminished somewhat
because of the increased yield on the inverse floating rate CMOs or the increased appreciation on the POs or fixed rate securities.
Tiered
Index Bonds.
Tiered index bonds are relatively new forms of mortgage-related securities. The interest rate on a tiered index
bond is tied to a specified index or market rate. So long as this index or market rate is below a predetermined “strike”
rate, the interest rate on the tiered index bond remains fixed. If, however, the specified index or market rate rises above the
“strike” rate, the interest rate of the tiered index bond will decrease. Thus, under these circumstances, the interest
rate on a tiered index bond, like an inverse floater, will move in the opposite direction of prevailing interest rates, with the
result that the price of the tiered index bond may be considerably more volatile than that of a fixed-rate bond.
TBA
Commitments.
Certain Funds may enter into “to be announced” or “TBA” commitments. TBA commitments
are forward agreements for the purchase or sale of securities, including mortgage-backed securities for a fixed price, with payment
and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the trade
date. However, delivered securities must meet specified terms, including issuer, rate and mortgage terms. See “When Issued
Securities, Delayed Delivery Securities and Forward Commitments” below.
Municipal
Investments
The Municipal
Funds may invest in obligations issued by or on behalf of states, territories and possessions of the United States and the District
of Columbia and their political subdivisions, agencies and instrumentalities, the payments from which, in the opinion of bond
counsel to the issuer, are excludable from gross income for Federal income tax purposes (“Municipal Bonds”). Certain
of the Municipal Funds may also invest in Municipal Bonds that pay interest excludable from gross income for purposes of state
and local income taxes of the designated state and/or allow the value of a Fund’s shares to be exempt from state and local
taxes of the designated state (“State Municipal Bonds”). The Municipal Funds may also invest in securities not issued
by or on behalf of a state or territory or by an agency or instrumentality thereof, if the Manager believes such securities to
pay interest excludable from gross income for purposes of Federal income tax and state and local income taxes of the designated
state and/or state and local personal property taxes of the designated state (“Non-Municipal Tax-Exempt Securities”).
Non-Municipal Tax-Exempt Securities could include trust certificates or other instruments evidencing interest in one or more long
term municipal securities. Non-Municipal Tax-Exempt Securities also may include securities issued by other investment companies
that invest in municipal bonds, to the extent such investments are permitted by applicable law. Non-Municipal Tax-Exempt Securities
that pay interest excludable from gross income for Federal income tax purposes will be considered “Municipal Bonds”
for purposes of a Municipal Fund’s investment objective and policies. Non-Municipal Tax-Exempt Securities that pay interest
excludable from gross income for purposes of Federal income tax and state and local income taxes of a designated state and/or
allow the value of a Fund’s shares to be exempt from state and local personal property taxes of that state will be considered
“State Municipal Bonds” for purposes of the investment objective and policies of each of California Municipal Bond
Fund, New Jersey Municipal Bond Fund, New York Municipal Bond Fund and Pennsylvania Municipal Bond Fund.
Risk
Factors and Special Considerations Relating to Municipal Bonds.
The risks and special considerations involved in investment
in Municipal Bonds vary with the types of instruments being acquired. Investments in Non-Municipal Tax-Exempt Securities may present
similar risks, depending on the particular product. Certain instruments in which a Fund may invest may be characterized as derivatives.
The value
of Municipal Bonds generally may be affected by uncertainties in the municipal markets as a result of legislation or litigation,
including legislation or litigation that changes the taxation of Municipal Bonds or the rights of Municipal Bond holders in the
event of a bankruptcy. Municipal bankruptcies are rare and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies
are unclear. Further, the application of state law to Municipal Bond issuers could produce varying results among the states or
among Municipal Bond issuers within a state. These uncertainties could have a significant impact on the prices of the Municipal
Bonds in which a Fund invests.
Description
of Municipal Bonds
Municipal
Bonds include debt obligations issued to obtain funds for various public purposes, including the construction of a wide range
of public facilities, refunding of outstanding obligations and obtaining funds for general operating expenses and loans to other
public institutions and facilities. In addition, certain types of bonds are issued by or on behalf of public authorities to finance
various privately owned or operated facilities, including certain facilities for the local furnishing of electric energy or gas,
sewage facilities, solid waste disposal facilities and other specialized facilities. Such obligations are included within the
term Municipal Bonds if the interest paid thereon is excluded from gross income for Federal income tax purposes and any applicable
state and local taxes. Other types of private activity bonds, the proceeds of which are used for the construction, equipment or
improvement of privately operated industrial or commercial facilities, may constitute Municipal Bonds, although the current Federal
tax laws place substantial limitations on the size of such issues. The interest on Municipal Bonds may bear a fixed rate or be
payable at a variable or floating rate. The two principal classifications of Municipal Bonds are “general obligation”
and “revenue” or “special obligation” bonds, which latter category includes private activity bonds (“PABs”)
(or “industrial development bonds” under pre-1986 law).
General
Obligation Bonds.
General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power
for the payment of principal and interest. The taxing power of any governmental entity may be limited, however, by provisions
of its state constitution or laws, and an entity’s creditworthiness will depend on many factors, including potential erosion
of its tax base due to population declines, natural disasters, declines in the state’s industrial base or inability to attract
new industries, economic limits on the ability to tax without eroding the tax base, state legislative proposals or voter initiatives
to limit ad valorem real property taxes and the extent to which the entity relies on Federal or state aid, access to capital markets
or other factors beyond the state’s or entity’s control. Accordingly, the capacity of the issuer of a general obligation
bond as to the timely payment of interest and the repayment of principal when due is affected by the issuer’s maintenance
of its tax base.
Revenue
Bonds.
Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some
cases, from the proceeds of a special excise tax or other specific revenue source such as payments from the user of the facility
being financed; accordingly, the timely payment of interest and the repayment of principal in accordance with the terms of the
revenue or special obligation bond is a function of the economic viability of such facility or such revenue source.
Revenue
bonds issued by state or local agencies to finance the development of low-income, multi-family housing involve special risks in
addition to those associated with municipal bonds generally, including that the underlying properties may not generate sufficient
income to pay expenses and interest costs. Such bonds are generally non-recourse against the property owner, may be junior to
the rights of others with an interest in the properties, may pay interest that changes based in part on the financial performance
of the property, may be prepayable without penalty and may be used to finance the construction of housing developments which,
until completed and rented, do not generate income to pay interest. Increases in interest rates payable on senior obligations
may make it more difficult for issuers to meet payment obligations on subordinated bonds.
PABs.
PABs are, in most cases, tax-exempt securities issued by states, municipalities or public authorities to provide funds, usually
through a loan or lease arrangement, to a private entity for the purpose of financing construction or improvement of a facility
to be used by the entity. Such bonds are secured primarily by revenues derived from loan repayments or lease payments due from
the entity, which may or may not be guaranteed by a parent company or otherwise secured. PABs generally are not secured by a pledge
of the taxing power of the issuer of such bonds. Therefore, an investor should understand that repayment of such bonds generally
depends on the revenues of a private entity and be aware of the risks that such an investment may entail. The continued ability
of an entity to generate sufficient revenues for the payment of principal and interest on such bonds will be affected by many
factors including the size of the entity, its capital structure, demand for its products or services, competition, general economic
conditions, government regulation and the entity’s dependence on revenues for the operation of the particular facility being
financed.
Moral
Obligation Bonds.
“Moral obligation” bonds are normally issued by special purpose public authorities. If an issuer
of moral obligation bonds is unable to meet its obligations, the repayment of such bonds becomes a moral commitment but not a
legal obligation of the state or municipality that created the special purpose public authority that issued the bonds.
Municipal
Notes.
Municipal notes are shorter term municipal debt obligations. They may provide interim financing in anticipation of
tax collection, bond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, repayment on the note may
be delayed or the note may not be fully repaid, and a Fund may lose money.
Municipal
Commercial Paper.
Municipal commercial paper is generally unsecured and issued to meet short-term financing needs. The lack
of security presents some risk of loss to a Fund since, in the event of an issuer’s bankruptcy, unsecured creditors are
repaid only after the secured creditors out of the assets, if any, that remain.
Municipal
Lease Obligations.
Also included within the general category of Municipal Bonds are certificates of participation (“COPs”)
issued by government authorities or entities to finance the acquisition or construction of equipment, land and/or facilities.
The COPs represent participations in a lease, an installment purchase contract or a conditional sales contract (hereinafter collectively
called “lease obligations”) relating to such equipment, land or facilities. Municipal leases, like other municipal
debt obligations, are subject to the risk of non-payment. Although lease obligations do not constitute general obligations of
the issuer for which the issuer’s unlimited taxing power is pledged, a lease obligation is frequently backed by the issuer’s
covenant to budget for, appropriate and make the payments due under the lease obligation. However, certain lease obligations contain
“non-appropriation” clauses, which provide that the issuer has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on a yearly basis. Although “non-appropriation”
lease obligations are secured by the leased property, disposition of the property in the event of foreclosure might prove difficult.
These securities represent a type of financing that has not yet developed the depth of marketability associated with more conventional
securities. Certain investments in lease obligations may be illiquid. A Fund may not invest in illiquid lease obligations if such
investments, together with all other illiquid investments, would exceed 15% of the Fund’s net assets. A Fund may, however,
invest without regard to such limitation in lease obligations that the Manager, pursuant to guidelines that have been adopted
by the Directors and subject to the supervision of the Directors, determines to be liquid. The Manager will deem lease obligations
to be liquid if they are publicly offered and have received an investment grade rating of Baa or better by Moody’s, or BBB
or better by S&P or Fitch Ratings (“Fitch”). Unrated lease obligations, or those rated below investment grade,
will be considered liquid if the obligations come to the market through an underwritten public offering and at least two dealers
are willing to give competitive bids. In reference to the latter, the Manager must, among other things, also review the creditworthiness
of the entity obligated to make payment under the lease obligation and make certain specified determinations based on such factors
as the existence of a rating or credit enhancement — such as insurance — the frequency of trades or quotes for the
obligation and the willingness of dealers to make a market in the obligation.
The ability
of issuers of municipal leases to make timely lease payments may be adversely impacted in general economic downturns and as relative
governmental cost burdens are allocated and reallocated among federal, state and local governmental units. Such non-payment would
result in a reduction of income to a Fund, and could result in a reduction in the value of the municipal lease experiencing non-payment
and a potential decrease in the net asset value of a Fund. Issuers of municipal securities might seek protection under the bankruptcy
laws. In the event of bankruptcy of such an issuer, a Fund could experience delays and limitations with respect to the collection
of principal and interest on such municipal leases and a Fund may not, in all circumstances, be able to collect all principal
and interest to which it is entitled. To enforce its rights in the event of a default in lease payments, the Fund might take possession
of and manage the assets securing the issuer’s obligations on such securities, which may increase a Fund’s operating
expenses and adversely affect the net asset value of a Fund. When the lease contains a non-appropriation clause, however, the
failure to pay would not be a default and a Fund would not have the right to take possession of the assets. Any income derived
from a Fund’s ownership or operation of such assets may not be tax-exempt. In addition, a Fund’s intention to qualify
as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”),
may limit the extent to which a Fund may exercise its rights by taking possession of such assets, because as a regulated investment
company a Fund is subject to certain limitations on its investments and on the nature of its income.
Tender
Option Bonds.
Certain Funds may, invest in residual interest municipal tender option bonds, which are derivative interests
in Municipal Bonds. The residual interest municipal tender option bonds in which the Funds will invest pay interest or income
that, in the opinion of counsel to the issuer, is exempt from regular Federal income tax. BlackRock will not conduct its own analysis
of the tax status of the interest or income paid by residual interest municipal tender option bonds held by the Funds, but will
rely on the opinion of counsel to the issuer. Although volatile, these residual interests typically offer the potential for yields
exceeding the yields available on fixed rate
Municipal
Bonds with comparable credit quality, coupon, call provisions and maturity. The Funds may invest in residual interests for the
purpose of using economic leverage.
Residual
interest municipal tender option bonds represent beneficial interests in a special purpose trust formed by a third party sponsor
for the purpose of holding Municipal Bonds purchased from a Fund or from another third party. The special purpose trust typically
sells two classes of beneficial interests: short-term floating rate interests (sometimes known as “put bonds” or “puttable
securities”), which are sold to third party investors, and residual interests, which a Fund would purchase. The short-term
floating rate interests have first priority on the cash flow from the Municipal Bonds. A Fund is paid the residual cash flow from
the special purpose trust. If the Fund is the initial seller of the Municipal Bonds to the special purpose trust, it receives
the proceeds from the sale of the floating rate interests in the special purpose trust, less certain transaction costs. These
proceeds generally would be used by the Fund to purchase additional Municipal Bonds or other permitted investments. If a Fund
ever purchases all or a portion of the short-term floating rate securities sold by the special purpose trust, it may surrender
those short-term floating rate securities together with a proportionate amount of residual interests to the trustee of the special
purpose trust in exchange for a proportionate amount of the Municipal Bonds owned by the special purpose trust. In addition, all
voting rights and decisions to be made with respect to any other rights relating to the Municipal Bonds held in the special purpose
trust are passed through to the Fund, as the holder of the residual interests.
A Fund
may invest in highly leveraged residual interest municipal tender option bonds. A residual interest municipal tender option bond
generally is considered highly leveraged if the principal amount of the short-term floating rate interests issued by the related
tender option bond trust exceeds 50% of the principal amount of the Municipal Bonds owned by the tender option bond trust.
The sponsor
of a highly leveraged tender option bond trust generally will retain a liquidity provider that stands ready to purchase the short-term
floating rate interests at their original purchase price upon the occurrence of certain events, such as on a certain date prior
to the scheduled expiration date of the transaction, upon a certain percentage of the floating rate interests failing to be remarketed
in a timely fashion, upon the bonds owned by the tender option bond trust being downgraded (but not below investment grade or
upon the occurrence of a bankruptcy event with respect to the issuer of the Municipal Bonds) or upon the occurrence of certain
regulatory or tax events. However, the liquidity provider is not required to purchase the floating rate interests upon the occurrence
of certain other events, including upon the downgrading of the Municipal Bonds owned by the tender option bond trust below investment
grade or certain events that indicate the issuer of the bonds may be entering bankruptcy. The general effect of these provisions
is to pass to the holders of the floating rate interests the most severe credit risks associated with the Municipal Bonds owned
by the tender option bond trust and to leave with the liquidity provider the interest rate risk and certain other risks associated
with the Municipal Bonds.
If the
liquidity provider acquires the floating rate interests upon the occurrence of an event described above, the liquidity provider
generally will be entitled to an in-kind distribution of the Municipal Bonds owned by the tender option bond trust or to cause
the tender option bond trust to sell the bonds and distribute the proceeds to the liquidity provider. The liquidity provider generally
will enter into an agreement with a Fund that will require the Fund to make a payment to the liquidity provider in an amount equal
to any loss suffered by the liquidity provider in connection with the foregoing transactions. The net economic effect of this
agreement and these transactions is as if the Fund had entered into a special type of reverse repurchase agreement with the sponsor
of the tender option bond trust, pursuant to which the Fund is required to repurchase the Municipal Bonds it sells to the sponsor
only upon the occurrence of certain events (such as a failed remarketing of the floating rate interests—most likely due
to an adverse change in interest rates) but not others (such as a default of the Municipal Bonds). In order to cover any potential
obligation of the Fund to the liquidity provider pursuant to this agreement, the Fund may designate on its books and records liquid
instruments having a value not less than the amount, if any, by which the original purchase price of the floating rate interests
issued by the related tender option bond trust exceeds the market value of the Municipal Bonds owned by the tender option bond
trust.
A Fund
may also invest in the short-term floating rate interest tender option bonds. The remarketing agent for the special purpose trust
sets a floating or variable rate on typically a weekly basis. These securities grant the Funds the right to require the issuer
or a specified third party acting as agent for the issuer (e.g., a tender agent) to purchase the bonds, usually at par, at a certain
time or times prior to maturity or upon the occurrence of specified events or conditions. The put option or tender option right
is typically available to the investor on a periodic (e.g., daily,
weekly
or monthly) basis. Typically, the put option is exercisable on dates on which the floating or variable rate changes.
Investments
in residual interest and floating rate interest tender option bonds may be considered derivatives and are subject to the risks
thereof, including counterparty risk, interest rate risk and volatility.
On
December 10, 2013, regulators published final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Volcker Rule”), which prohibit banking entities from engaging in proprietary trading of certain
instruments and limit such entities’ investments in, and relationships with, “covered funds, as defined in the rules.”
Banking entities subject to the rules are required to fully comply by July 21, 2015. These rules may preclude banking entities
and their affiliates from (i) sponsoring TOB trust programs (as such programs are presently structured) and (ii) continuing relationships
with or services for existing TOB trust programs. As a result, TOB trusts may need to be restructured or unwound. There can be
no assurances that TOB trusts can be restructured, that new sponsors of TOB trusts will develop, or that alternative forms of
leverage will be available to the Trusts. Any alternative forms of leverage may be more or less advantageous to the Trusts than
existing TOB leverage.
TOB
transactions constitute an important component of the municipal bond market. Accordingly, implementation of the Volcker Rule may
adversely impact the municipal market, including through reduced demand for and liquidity of municipal bonds and increased financing
costs for municipal issuers. Any such developments could adversely affect the Trusts. The ultimate impact of these rules on the
TOB market and the overall municipal market is not yet certain.
Yields.
Yields on Municipal Bonds are dependent on a variety of factors, including the general condition of the money market and of
the municipal bond market, the size of a particular offering, the financial condition of the issuer, the maturity of the obligation
and the rating of the issue. The ability of a Fund to achieve its investment objective is also dependent on the continuing ability
of the issuers of the securities in which the Fund invests to meet their obligations for the payment of interest and principal
when due. There are variations in the risks involved in holding Municipal Bonds, both within a particular classification and between
classifications, depending on numerous factors. Furthermore, the rights of owners of Municipal Bonds and the obligations of the
issuer of such Municipal Bonds may be subject to applicable bankruptcy, insolvency and similar laws and court decisions affecting
the rights of creditors generally and to general equitable principles, which may limit the enforcement of certain remedies.
Variable
Rate Demand Obligations (“VRDOs”) and Participating VRDOs.
VRDOs are tax-exempt obligations that contain a floating
or variable interest rate adjustment formula and a right of demand on the part of the holder thereof to receive payment of the
unpaid principal balance plus accrued interest upon a short notice period not to exceed seven days. Participating VRDOs provide
a Fund with a specified undivided interest (up to 100%) of the underlying obligation and the right to demand payment of the unpaid
principal balance plus accrued interest on the Participating VRDOs from the financial institution that issued the participation
interest upon a specified number of days notice, not to exceed seven days. In addition, the Participating VRDO is backed by an
irrevocable letter of credit or guaranty of the financial institution. A Fund would have an undivided interest in the underlying
obligation and thus participate on the same basis as the financial institution in such obligation except that the financial institution
typically retains fees out of the interest paid on the obligation for servicing the obligation, providing the letter of credit
and issuing the repurchase commitment.
There
is the possibility that because of default or insolvency the demand feature of VRDOs and Participating VRDOs may not be honored.
The interest rates are adjustable at intervals (ranging from daily to up to one year) to some prevailing market rate for similar
investments, such adjustment formula being calculated to maintain the market rate of the VRDOs at approximately the par value
of the VRDOs on the adjustment date. The adjustments typically are based upon the Public Securities Association Index or some
other appropriate interest rate adjustment index. The Funds have been advised by counsel that they should be entitled to treat
the income received on Participating VRDOs as interest from tax-exempt obligations. It is not contemplated that any Fund will
invest more than a limited amount of its total assets in Participating VRDOs.
Because
of the interest rate adjustment formula on VRDOs (including Participating VRDOs), VRDOs are not comparable to fixed rate securities.
During periods of declining interest rates, a Fund’s yield on a VRDO will decrease and its shareholders will forego the
opportunity for capital appreciation. During periods of rising interest rates, however, a Fund’s yield on a VRDO will increase
and the Fund’s shareholders will have a reduced risk of capital depreciation.
VRDOs
that contain a right of demand to receive payment of the unpaid principal balance plus accrued interest on a notice period exceeding
seven days may be deemed to be illiquid securities. A VRDO with a demand notice period exceeding seven days will therefore be
subject to a Fund’s restriction on illiquid investments unless, in the judgment of the Directors such VRDO is liquid. The
Directors may adopt guidelines and delegate to the Manager the daily function of determining and monitoring liquidity of such
VRDOs. The Directors, however, will retain sufficient oversight and will be ultimately responsible for such determinations.
The VRDOs
and Participating VRDOs in which a Fund may invest will be in the following rating categories at the time of purchase: MIG-1/
VMIG-1 through MIG-3/VMIG-3 for notes and VRDOs and Prime-1 through Prime-3 for commercial paper (as determined by Moody’s),
SP-1 through SP-2 for notes and A-1 through A-3 for VRDOs and commercial paper (as determined by S&P), or F-1 through F-3
for notes, VRDOs and commercial paper (as determined by Fitch).
Transactions
in Financial Futures Contracts.
The Municipal Funds and certain other funds deal in financial futures contracts based on a
long-term municipal bond index developed by the Chicago Board of Trade (“CBT”) and The Bond Buyer (the “Municipal
Bond Index”). The Municipal Bond Index is comprised of 40 tax-exempt municipal revenue and general obligation bonds. Each
bond included in the Municipal Bond Index must be rated A or higher by Moody’s or S&P and must have a remaining maturity
of 19 years or more. Twice a month new issues satisfying the eligibility requirements are added to, and an equal number of old
issues are deleted from, the Municipal Bond Index. The value of the Municipal Bond Index is computed daily according to a formula
based on the price of each bond in the Municipal Bond Index, as evaluated by six dealer-to-dealer brokers.
The Municipal
Bond Index futures contract is traded only on the CBT. Like other contract markets, the CBT assures performance under futures
contracts through a clearing corporation, a nonprofit organization managed by the exchange membership that is also responsible
for handling daily accounting of deposits or withdrawals of margin.
The particular
municipal bonds comprising the index underlying the Municipal Bond Index financial futures contract may vary from the bonds held
by a Municipal Fund. As a result, a Municipal Fund’s ability to hedge effectively all or a portion of the value of its Municipal
Bonds through the use of such financial futures contracts will depend in part on the degree to which price movements in the index
underlying the financial futures contract correlate with the price movements of the Municipal Bonds held by the Fund. The correlation
may be affected by disparities in the average maturity, ratings, geographical mix or structure of a Municipal Fund’s investments
as compared to those comprising the Municipal Bond Index and general economic or political factors. In addition, the correlation
between movements in the value of the Municipal Bond Index may be subject to change over time as additions to and deletions from
the Municipal Bond Index alter its structure. The correlation between futures contracts on U.S. Government securities and the
Municipal Bonds held by a Municipal Fund may be adversely affected by similar factors and the risk of imperfect correlation between
movements in the prices of such futures contracts and the prices of Municipal Bonds held by a Municipal Fund may be greater. Municipal
Bond Index futures contracts were approved for trading in 1986. Trading in such futures contracts may tend to be less liquid than
trading in other futures contracts. The trading of futures contracts also is subject to certain market risks, such as inadequate
trading activity, which could at times make it difficult or impossible to liquidate existing positions.
Call
Rights.
A Fund may purchase a Municipal Bond issuer’s right to call all or a portion of such Municipal Bond for mandatory
tender for purchase (a “Call Right”). A holder of a Call Right may exercise such right to require a mandatory tender
for the purchase of related Municipal Bonds, subject to certain conditions. A Call Right that is not exercised prior to maturity
of the related Municipal Bond will expire without value. The economic effect of holding both the Call Right and the related Municipal
Bond is identical to holding a Municipal Bond as a non-callable security. Certain investments in such obligations may be illiquid.
A Fund may not invest in such illiquid obligations if such investments, together with other illiquid investments, would exceed
15% of a Fund’s net assets.
Municipal
Interest Rate Swap Transactions.
In order to hedge the value of a Fund against interest rate fluctuations or to enhance
a Fund’s income, a Fund may enter into interest rate swap transactions such as Municipal Market Data AAA Cash Curve swaps
(“MMD Swaps”) or Securities Industry and Financial Markets Association Municipal Swap Index swaps (“SIFMA Swaps”).
To the extent that a Fund enters into these transactions, the Fund expects to do so primarily to preserve a return or spread on
a particular investment or portion of its portfolio or to protect against any increase in the price of securities the Fund anticipates
purchasing at a later date. A Fund intends to use these transactions primarily as a hedge rather than as a speculative investment.
However, a Fund also may invest in MMD Swaps and SIFMA Swaps to enhance income or gain or to increase the Fund’s yield,
for example, during periods of steep interest rate yield curves (
i.e.
, wide differences between short term and long term
interest rates).
A
Fund may purchase and sell SIFMA Swaps in the SIFMA swap market. In a SIFMA Swap, a Fund exchanges with another party their respective
commitments to pay or receive interest (
e.g.
, an exchange of fixed rate payments for floating rate payments linked to the
SIFMA Municipal Swap Index). Because the underlying index is a tax-exempt index, SIFMA Swaps may reduce cross-market
risks incurred by a Fund and increase a Fund’s ability to hedge effectively. SIFMA Swaps are typically quoted for the entire
yield curve, beginning with a seven day floating rate index out to 30 years. The duration of a SIFMA Swap is approximately equal
to the duration of a fixed-rate Municipal Bond with the same attributes as the swap (
e.g.
, coupon, maturity, call feature).
A Fund
may also purchase and sell MMD Swaps, also known as MMD rate locks. An MMD Swap permits a Fund to lock in a specified municipal
interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as
a duration management technique or to protect against any increase in the price of securities to be purchased at a later date.
By using an MMD Swap, a Fund can create a synthetic long or short position, allowing the Fund to select the most attractive part
of the yield curve. An MMD Swap is a contract between a Fund and an MMD Swap provider pursuant to which the parties agree to make
payments to each other on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation Scale is
above or below a specified level on the expiration date of the contract. For example, if a Fund buys an MMD Swap and the Municipal
Market Data AAA General Obligation Scale is below the specified level on the expiration date, the counterparty to the contract
will make a payment to the Fund equal to the specified level minus the actual level, multiplied by the notional amount of the
contract. If the Municipal Market Data AAA General Obligation Scale is above the specified level on the expiration date, a Fund
will make a payment to the counterparty equal to the actual level minus the specified level, multiplied by the notional amount
of the contract.
In
connection with investments in SIFMA and MMD Swaps, there is a risk that municipal yields will move in the opposite direction
than anticipated by a Fund, which would cause the Fund to make payments to its counterparty in the transaction that could adversely
affect the Fund’s performance. A Fund has no obligation to enter into SIFMA or MMD Swaps and may not do so. The net amount
of the excess, if any, of a Fund’s obligations over its entitlements with respect to each interest rate swap will be accrued
on a daily basis and an amount of liquid assets that have an aggregate net asset value at least equal to the accrued excess will
be maintained in a segregated account by the Fund.
Insured
Municipal Bonds
. Bonds purchased by a Fund may be covered by insurance that guarantees that interest payments on the bond
will be made on time and the principal will be repaid when the bond matures. Either the issuer of the bond or the Fund purchases
the insurance. Insurance is expected to protect the Fund against losses caused by a bond issuer’s failure to make interest
or principal payments. However, insurance does not protect the Fund or its shareholders against losses caused by declines in a
bond’s market value. Also, the Fund cannot be certain that any insurance company does not make these payments. In addition,
if the Fund purchases the insurance, it may pay the premiums, which will reduce the Fund’s yield. The Fund seeks to use
only insurance companies with claims paying ability, financial strength, or equivalent ratings of at least investment grade. However,
if insurance from insurers with these ratings is not available, the Fund may use insurance companies with lower ratings or stop
purchasing insurance or insured bonds. If a bond’s insurer fails to fulfill its obligations or loses its credit rating,
the value of the bond could drop.
Build
America Bonds
. If a Fund holds Build America Bonds, the Fund may be eligible to receive a Federal income tax credit; however,
the issuer of a Build America Bond may instead elect to receive a cash payment directly from the federal government in lieu of
holders such as the fund receiving a tax credit. The interest on Build America Bonds is taxable for Federal income tax purposes.
If the Fund does receive tax credits from Build America Bonds or other tax credit bonds on one or more specified dates during
the fund’s taxable year, and the Fund satisfies the minimum distribution requirement, the Fund may elect for U.S. Federal
income tax purposes to pass through to shareholders tax credits otherwise allowable to the Fund for that year with respect to
such bonds. A tax credit bond is defined in the Code as a “qualified tax credit bond” (which includes a qualified
forestry conservation bond, a new clean renewable energy bond, a qualified energy conservation bond, or a qualified zone academy
bond, each of which must meet certain requirements specified in the Code), a “Build America Bond” (which includes
certain qualified bonds issued before January 1, 2011) or certain other specified bonds. If the Fund were to so elect, a shareholder
would be required to include in income and would be entitled to claim as a tax credit an amount equal to a proportionate share
of such credits, and such amount would be subject to withholding provisions of the Code. Certain limitations may apply on the
extent to which the credit may be claimed.
Participation
Notes.
A Fund may buy participation notes from a bank or broker-dealer (“issuer”) that entitle the Fund to
a return measured by the change in value of an identified underlying security or basket of securities (collectively, the “underlying
security”). Participation notes are typically used when a direct investment in the underlying security is restricted due
to country-specific regulations.
The Fund
is subject to counterparty risk associated with each issuer. Investment in a participation note is not the same as investment
in the constituent shares of the company. A participation note represents only an obligation of the issuer to provide the Fund
the economic performance equivalent to holding shares of an underlying security. A
participation
note does not provide any beneficial or equitable entitlement or interest in the relevant underlying security. In other words,
shares of the underlying security are not in any way owned by the Fund. However each participation note synthetically replicates
the economic benefit of holding shares in the underlying security. Because a participation note is an obligation of the issuer,
rather than a direct investment in shares of the underlying security, the Fund may suffer losses potentially equal to the full
value of the participation note if the issuer fails to perform its obligations. A Fund attempts to mitigate that risk by purchasing
only from issuers which BlackRock deems to be creditworthy.
The counterparty
may, but is not required to, purchase the shares of the underlying security to hedge its obligation. The fund may, but is not
required to, purchase credit protection against the default of the issuer. When the participation note expires or a Fund exercises
the participation note and closes its position, that Fund receives a payment that is based upon the then-current value of the
underlying security converted into U.S. dollars (less transaction costs). The price, performance and liquidity of the participation
note are all linked directly to the underlying security. A Fund’s ability to redeem or exercise a participation note generally
is dependent on the liquidity in the local trading market for the security underlying the participation note.
Pay-in-kind
Bonds.
Certain Funds may invest in Pay-in-kind, or PIK, bonds. PIK bonds are bonds which pay interest through the issuance
of additional debt or equity securities. Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders
of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the
issuer defaults, a Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest
rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
Additionally, current federal tax law requires the holder of certain pay-in-kind bonds to accrue income with respect to these
securities prior to the receipt of cash payments. To maintain its qualification as a regulated investment company and avoid liability
for federal income and excise taxes, each Fund may be required to distribute income accrued with respect to these securities and
may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution
requirements.
Portfolio
Turnover Rates
.
A Fund’s annual portfolio turnover rate will not be a factor preventing a sale or purchase
when the Manager believes investment considerations warrant such sale or purchase. Portfolio turnover may vary greatly from year
to year as well as within a particular year. High portfolio turnover (
i.e.
, 100% or more) may result in increased transaction
costs to a Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and
reinvestment in other securities. The sale of a Fund’s securities may result in the recognition of capital gain or loss.
Given the frequency of sales, such gain or loss will likely be short-term capital gain or loss. These effects of higher than normal
portfolio turnover may adversely affect a Fund’s performance.
Preferred
Stock.
Certain of the Funds may invest in preferred stocks. Preferred stock has a preference over common stock in liquidation
(and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the
market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and
perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion
value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality
of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated
yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by
the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
Real
Estate Related Securities.
Although no Fund may invest directly in real estate, certain Funds may invest in equity securities
of issuers that are principally engaged in the real estate industry. Such investments are subject to certain risks associated
with the ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines
in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage
funds or other limitations on access to capital; overbuilding; risks associated with leverage; market illiquidity; extended vacancies
of properties; increase in competition, property taxes, capital expenditures and operating expenses; changes in zoning laws or
other governmental regulation; costs resulting from the clean-up of, and liability to third parties for damages resulting from,
environmental problems; tenant bankruptcies or other credit problems; casualty or condemnation losses; uninsured damages from
floods,
earthquakes
or other natural disasters; limitations on and variations in rents, including decreases in market rates for rents; investment
in developments that are not completed or that are subject to delays in completion; and changes in interest rates. To the extent
that assets underlying a Fund’s investments are concentrated geographically, by property type or in certain other respects,
the Fund may be subject to certain of the foregoing risks to a greater extent. Investments by a Fund in securities of companies
providing mortgage servicing will be subject to the risks associated with refinancings and their impact on servicing rights.
In addition,
if a Fund receives rental income or income from the disposition of real property acquired as a result of a default on securities
the Fund owns, the receipt of such income may adversely affect the Fund’s ability to retain its tax status as a regulated
investment company because of certain income source requirements applicable to regulated investment companies under the Code.
Real
Estate Investment Trusts (“REITs”).
In pursuing its investment strategy, a Fund may invest in shares of REITs.
REITs possess certain risks which differ from an investment in common stocks. REITs are financial vehicles that pool investor’s
capital to purchase or finance real estate. REITs may concentrate their investments in specific geographic areas or in specific
property types, i.e., hotels, shopping malls, residential complexes and office buildings.
REITs
are subject to management fees and other expenses, and so a Fund that invests in REITs will bear its proportionate share of the
costs of the REITs’ operations. There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs.
Equity REITs invest primarily in direct fee ownership or leasehold ownership of real property; they derive most of their income
from rents. Mortgage REITs invest mostly in mortgages on real estate, which may secure construction, development or long-term
loans; the main source of their income is mortgage interest payments. Hybrid REITs hold both ownership and mortgage interests
in real estate.
Investing
in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general.
The market value of REIT shares and the ability of the REITs to distribute income may be adversely affected by several factors,
including rising interest rates, changes in the national, state and local economic climate and real estate conditions, perceptions
of prospective tenants of the safety, convenience and attractiveness of the properties, the ability of the owners to provide adequate
management, maintenance and insurance, the cost of complying with the Americans with Disabilities Act, increased competition from
new properties, the impact of present or future environmental legislation and compliance with environmental laws, failing to maintain
their exemptions from registration under the Investment Company Act, changes in real estate taxes and other operating expenses,
adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws and other factors beyond the control
of the issuers of the REITs. In addition, distributions received by a Fund from REITs may consist of dividends, capital gains
and/or return of capital. As REITs generally pay a higher rate of dividends (on a pre-tax basis) than operating companies, to
the extent application of the Fund’s investment strategy results in the Fund investing in REIT shares, the percentage of
the Fund’s dividend income received from REIT shares will likely exceed the percentage of the Fund’s portfolio which
is comprised of REIT shares. Generally, dividends received by a Fund from REIT shares and distributed to the Fund’s shareholders
will not constitute “qualified dividend income” eligible for the reduced tax rate applicable to qualified dividend
income; therefore, the tax rate applicable to that portion of the dividend income attributable to REIT shares held by the Fund
that shareholders of the Fund receive will be taxed at a higher rate than dividends eligible for the reduced tax rate applicable
to qualified dividend income.
REITs
(especially mortgage REITs) are also subject to interest rate risk. Rising interest rates may cause REIT investors to demand a
higher annual yield, which may, in turn, cause a decline in the market price of the equity securities issued by a REIT. Rising
interest rates also generally increase the costs of obtaining financing, which could cause the value of a Fund’s REIT investments
to decline. During periods when interest rates are declining, mortgages are often refinanced. Refinancing may reduce the yield
on investments in mortgage REITs. In addition, since REITs depend on payment under their mortgage loans and leases to generate
cash to make distributions to their shareholders, investments in REITs may be adversely affected by defaults on such mortgage
loans or leases.
Investing
in certain REITs, which often have small market capitalizations, may also involve the same risks as investing in other small capitalization
companies. REITs may have limited financial resources and their securities may trade less frequently and in limited volume and
may be subject to more abrupt or erratic price movements than
larger
company securities. Historically, small capitalization stocks, such as REITs, have been more volatile in price than the larger
capitalization stocks such as those included in the S&P 500 Index. The management of a REIT may be subject to conflicts of
interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with
the REIT. REITs may own properties through joint ventures or in other circumstances in which the REIT may not have control over
its investments. REITs may incur significant amounts of leverage.
Repurchase
Agreements and Purchase and Sale Contracts.
Under repurchase agreements and purchase and sale contracts, the other
party agrees, upon entering into the contract with a Fund, to repurchase a security sold to the Fund at a mutually agreed-upon
time and price in a specified currency, thereby determining the yield during the term of the agreement.
A purchase
and sale contract differs from a repurchase agreement in that the contract arrangements stipulate that securities are owned by
the Fund and the purchaser receives any interest on the security paid during the period. In the case of repurchase agreements,
the prices at which the trades are conducted do not reflect accrued interest on the underlying obligation; whereas, in the case
of purchase and sale contracts, the prices take into account accrued interest. A Fund may enter into “tri-party” repurchase
agreements. In “tri-party” repurchase agreements, an unaffiliated third party custodian maintains accounts to hold
collateral for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians.
Some
repurchase agreements and purchase and sale contracts are structured to result in a fixed rate of return insulated from market
fluctuations during the term of the agreement, although such return may be affected by currency fluctuations. However, in the
event of a default under a repurchase agreement or under a purchase and sale contract, instead of the contractual fixed rate,
the rate of return to the Fund would be dependent upon intervening fluctuations of the market values of the securities underlying
the contract and the accrued interest on those securities. In such event, the Fund would have rights against the seller for breach
of contract with respect to any losses arising from market fluctuations following the default.
Both
types of agreement usually cover short periods, such as less than one week, although they may have longer terms, and may be construed
to be collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. In the case
of a repurchase agreement, as a purchaser, a Fund’s Manager or sub-adviser will monitor the creditworthiness of the seller,
and a Fund will require the seller to provide additional collateral if the market value of the securities falls below the repurchase
price at any time during the term of the repurchase agreement. The Fund does not have this right to seek additional collateral
as a purchaser in the case of purchase and sale contracts. The Fund’s Manager or sub-adviser will mark-to-market daily the
value of the securities. Securities subject to repurchase agreements and purchase and sale contracts will be held by the Fund’s
custodian (or sub-custodian) in the Federal Reserve/Treasury book-entry system or by another authorized securities depository.
In the
event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities are
not owned by the Fund but only constitute collateral for the seller’s obligation to pay the repurchase price. Therefore,
the Fund may suffer time delays and incur costs or possible losses in connection with disposition of the collateral. If the seller
becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, a Fund’s ability
to dispose of the underlying securities may be restricted. Finally, it is possible that a Fund may not be able to substantiate
its interest in the underlying securities. To minimize this risk, the securities underlying the repurchase agreement will be held
by the custodian at all times in an amount at least equal to the repurchase price, including accrued interest. If the seller fails
to repurchase the securities, a Fund may suffer a loss to the extent proceeds from the sale of the underlying securities are less
than the repurchase price.
A Fund
may not invest in repurchase agreements or purchase and sale contracts maturing in more than seven days if such investments, together
with the Fund’s other illiquid investments, would exceed 15% of the Fund’s net assets. Repurchase agreements and purchase
and sale contracts may be entered into only with financial institutions that have capital of at least $50 million or whose obligations
are guaranteed by an entity that has capital of at least $50 million.
Reverse
Repurchase Agreements.
A Fund may enter into reverse repurchase agreements with the same parties with whom it may enter
into repurchase agreements. Under a reverse repurchase agreement, a Fund sells securities to
another
party and agrees to repurchase them at a particular date and price. A Fund may enter into a reverse repurchase agreement when
it is anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than
the interest expense of the transaction.
At the
time a Fund enters into a reverse repurchase agreement, it will segregate liquid assets with a value not less than the repurchase
price (including accrued interest). The use of reverse repurchase agreements may be regarded as leveraging and, therefore, speculative.
Furthermore, reverse repurchase agreements involve the risks that (i) the interest income earned in the investment of the proceeds
will be less than the interest expense, (ii) the market value of the securities retained in lieu of sale by a Fund may decline
below the price of the securities the Fund has sold but is obligated to repurchase, (iii) the market value of the securities sold
will decline below the price at which the Fund is required to repurchase them and (iv) the securities will not be returned to
the Fund.
In addition,
if the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee
or receiver may receive an extension of time to determine whether to enforce a Fund’s obligations to repurchase the securities
and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.
Rights
Offerings and Warrants to Purchase.
Certain Funds may participate in rights offerings and may purchase warrants, which
are privileges issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation
at a specified price during a specified period of time. Subscription rights normally have a short life span to expiration. The
purchase of rights or warrants involves the risk that a Fund could lose the purchase value of a right or warrant if the right
to subscribe to additional shares is not exercised prior to the rights’ and warrants’ expiration. Also, the purchase
of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription
price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement
in the level of the underlying security. Buying a warrant does not make the Fund a shareholder of the underlying stock.
Securities Lending.
Each Fund
may lend portfolio securities with a value not exceeding 33⅓% of its total assets or the limit prescribed by applicable
law to banks, brokers and other financial institutions. In return, the Fund receives collateral in cash or securities issued or
guaranteed by the U.S. Government or irrevocable letters of credit issued by a bank (other than a borrower of the Fund’s
portfolio securities or any affiliate of such borrower), which qualifies as a custodian bank for an investment company under the
Investment Company Act, which collateral will be maintained at all times in an amount equal to at least 100% of the current market
value of the loaned securities. The Manager may instruct the lending agent (as defined below) to terminate loans and recall securities
so that the securities may be voted by a Fund if required by Proxy Voting Guidelines adopted by a Fund. Such notice shall be provided
in advance such that a period of time equal to no less than the normal settlement period for the securities in question prior
to the record date for the proxy vote or other corporate entitlement is provided.
A Fund
receives the equivalent of any income it would have received on the loaned securities. Where a Fund receives securities as collateral,
the Fund receives a fee for its loans from the borrower and does not receive the income on the collateral. Where a Fund receives
cash collateral, it may invest such collateral and retain the amount earned, net of any amount rebated to the borrower. As a result,
the Fund’s yield may increase. Loans of securities are terminable at any time and the borrower, after notice, is required
to return borrowed securities within the standard time period for settlement of securities transactions. The Fund is obligated
to return the collateral to the borrower upon the return of the loaned securities. A Fund could suffer a loss in the event the
Fund must return the cash collateral and there are losses on investments made with the cash collateral. In the event the borrower
defaults on any of its obligations with respect to a securities loan, a Fund could suffer a loss where the value of the collateral
is below the market value of the borrowed securities plus any other receivables from the Borrower along with any transaction costs
to repurchase the securities. A Fund could also experience delays and costs in gaining access to the collateral. Each Fund may
pay reasonable finder’s, lending agent, administrative and custodial fees in connection with its loans.
Each Fund has received an exemptive order
from the Commission permitting it to lend portfolio securities to affiliates of the Fund and to retain an affiliate of the Fund
as lending agent. Pursuant to that order, each Fund has retained an affiliated entity of the Manager as the securities lending
agent (the “lending agent”) for a fee, including a fee based on a share of the returns on investment of cash collateral.
In connection with securities lending activities, the lending agent may, upon the advice of the Manager and on behalf of a Fund,
invest cash collateral received by
the Fund
for such loans, among other things, in a private investment company managed by the lending agent or in registered money market
funds advised by the Manager or its affiliates. Pursuant to the same order, each Fund may invest its uninvested cash in registered
money market funds advised by the Manager or its affiliates, or in a private investment company managed by the lending agent.
If a Fund acquires shares in either the private investment company or an affiliated money market fund, shareholders would bear
both their proportionate share of the Fund’s expenses and, indirectly, the expenses of such other entities. However, in
accordance with the exemptive order, the investment adviser to the private investment company will not charge any advisory fees
with respect to shares purchased by the Fund. Such shares also will not be subject to a sales load, redemption fee, distribution
fee or service fee, or in the case of the shares of an affiliated money market fund, the payment of any such sales load, redemption
fee, distribution fee or service fee will be offset by the Manager’s waiver of a portion of its advisory fee.
A Fund
would continue to accrue the equivalent of the same interest or other income on loaned securities that it would have received
had the securities not been on loan, and would also earn income on investments made with any cash collateral for such loans. Any
cash collateral received by a Fund in connection with such loans may be invested in a broad range of high quality, U.S. dollar-denominated
money market instruments that meet Rule 2a-7 restrictions for money market funds.
BlackRock
Investment Management, LLC or BlackRock Institutional Trust Company, N.A., each an affiliate of BlackRock, acts as securities
lending agent for the Funds and will be paid a fee for the provision of these services, including advisory services with respect
to the collateral of the Funds’ securities lending program.
Short
Sales.
Certain Funds may make short sales of securities, either as a hedge against potential declines in value of a portfolio
security or to realize appreciation when a security that the Fund does not own declines in value. Certain Funds have a fundamental
investment restriction prohibiting short sales of securities unless they are “against-the-box.” In a short sale “against-the-box,”
at the time of the sale, the Fund owns or has the immediate and unconditional right to acquire the identical security at no additional
cost. When a Fund makes a short sale, it borrows the security sold short and delivers it to the broker-dealer through which it
made the short sale. A Fund may have to pay a fee to borrow particular securities and is often obligated to turn over any payments
received on such borrowed securities to the lender of the securities.
A Fund
secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, U.S.
Government securities or other liquid securities similar to those borrowed. With respect to uncovered short positions, a Fund
is required to deposit similar collateral with its custodian, if necessary, to the extent that the value of both collateral deposits
in the aggregate is at all times equal to at least 100% of the current market value of the security sold short. Depending on arrangements
made with the broker-dealer from which the Fund borrowed the security, regarding payment received by the Fund on such security,
a Fund may not receive any payments (including interest) on its collateral deposited with such broker-dealer.
Because
making short sales in securities that it does not own exposes a Fund to the risks associated with those securities, such short
sales involve speculative exposure risk. A Fund will incur a loss as a result of a short sale if the price of the security increases
between the date of the short sale and the date on which the Fund replaces the borrowed security. As a result, if a Fund makes
short sales in securities that increase in value, it will likely underperform similar mutual funds that do not make short sales
in securities. A Fund will realize a gain on a short sale if the security declines in price between those dates. There can be
no assurance that a Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although
a Fund’s gain is limited to the price at which it sold the security short, its potential loss is limited only by the maximum
attainable price of the security, less the price at which the security was sold and may, theoretically, be unlimited.
A Fund
may also make short sales “against the box” without being subject to such limitations.
Sovereign
Debt.
Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment
of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such
debt. A governmental entity’s willingness or ability to repay principal and interest due in a timely manner may be affected
by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange
on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity’s
policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental
entities may also be
dependent
on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages
on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned
on the implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations.
Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result
in the cancellation of such third parties’ commitments to lend funds to the governmental entity, which may further impair
such debtor’s ability or willingness to timely service its debts. Consequently, governmental entities may default on their
sovereign debt.
Holders
of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental
entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on
such debt.
Standby
Commitment Agreements.
Standby commitment agreements commit a Fund, for a stated period of time, to purchase a stated
amount of securities that may be issued and sold to that Fund at the option of the issuer. The price of the security is fixed
at the time of the commitment. At the time of entering into the agreement, the Fund is paid a commitment fee, regardless of whether
or not the security is ultimately issued. A Fund will enter into such agreements for the purpose of investing in the security
underlying the commitment at a price that is considered advantageous to the Fund. A Fund will limit its investment in such commitments
so that the aggregate purchase price of securities subject to such commitments, together with the value of the Fund’s other
illiquid investments, will not exceed 15% of its net assets taken at the time of the commitment. A Fund segregates liquid assets
in an aggregate amount equal to the purchase price of the securities underlying the commitment.
There
can be no assurance that the securities subject to a standby commitment will be issued, and the value of the security, if issued,
on the delivery date may be more or less than its purchase price. Since the issuance of the security underlying the commitment
is at the option of the issuer, the Fund may bear the risk of a decline in the value of such security and may not benefit from
an appreciation in the value of the security during the commitment period.
The purchase
of a security pursuant to a standby commitment agreement and the related commitment fee will be recorded on the date on which
the security can reasonably be expected to be issued, and the value of the security thereafter will be reflected in the calculation
of a Fund’s net asset value. The cost basis of the security will be adjusted by the amount of the commitment fee. In the
event the security is not issued, the commitment fee will be recorded as income on the expiration date of the standby commitment.
Stand-by
commitments will only be entered into with dealers, banks and broker-dealers which, in the Manager’s or sub-adviser’s
opinion, present minimal credit risks. A Fund will acquire stand-by commitments solely to facilitate portfolio liquidity and not
to exercise its rights thereunder for trading purposes. Stand-by commitments will be valued at zero in determining net asset value.
Accordingly, where a Fund pays directly or indirectly for a stand-by commitment, its cost will be reflected as an unrealized loss
for the period during which the commitment is held by such Fund and will be reflected as a realized gain or loss when the commitment
is exercised or expires.
Stripped
Securities.
Stripped securities are created when the issuer separates the interest and principal components of an instrument
and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying
assets (the interest only or “IO” security) and the other to receive the principal payments (the principal only or
“PO” security). Some stripped securities may receive a combination of interest and principal payments. The yields
to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments) on
the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets
experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in IOs. Conversely,
if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected.
Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.
The International
Bond Portfolio also may purchase “stripped” securities that evidence ownership in the future interest payments or
principal payments on obligations of non-U.S. governments.
Structured Notes
.
Structured
notes and other related instruments purchased by the Fund are generally privately negotiated debt obligations where the principal
and/or interest is determined by reference to the performance of a
specific asset, benchmark asset, market
or interest rate (“reference measure”). Issuers of structured notes include corporations and banks. The interest rate
or the principal amount payable upon maturity or redemption may increase or decrease, depending upon changes in the value of the
reference measure. The terms of a structured note may provide that, in certain circumstances, no principal is due at maturity
and, therefore, may result in a loss of invested capital by a Fund. The interest and/or principal payments that may be made on
a structured product may vary widely, depending on a variety of factors, including the volatility of the reference measure.
Structured notes may be positively or negatively
indexed, so the appreciation of the reference measure may produce an increase or a decrease in the interest rate or the value
of the principal at maturity. The rate of return on structured notes may be determined by applying a multiplier to the performance
or differential performance of reference measures. Application of a multiplier involves leverage that will serve to magnify the
potential for gain and the risk of loss.
The purchase of structured notes exposes
a Fund to the credit risk of the issuer of the structured product. Structured notes may also be more volatile, less liquid, and
more difficult to price accurately than less complex securities and instruments or more traditional debt securities. The secondary
market for structured notes could be illiquid making them difficult to sell when the Fund determines to sell them. The possible
lack of a liquid secondary market for structured notes and the resulting inability of the Fund to sell a structured note could
expose the Fund to losses and could make structured notes more difficult for the Fund to value accurately.
Supranational
Entities.
A Fund may invest in debt securities of supranational entities. Examples of such entities include the International
Bank for Reconstruction and Development (the World Bank), the European Steel and Coal Community, the Asian Development Bank and
the Inter-American Development Bank. The government members, or “stockholders,” usually make initial capital contributions
to the supranational entity and in many cases are committed to make additional capital contributions if the supranational entity
is unable to repay its borrowings. There is no guarantee that one or more stockholders of a supranational entity will continue
to make any necessary additional capital contributions. If such contributions are not made, the entity may be unable to pay interest
or repay principal on its debt securities, and a Fund may lose money on such investments.
Tax-Exempt
Derivatives.
Certain Funds may hold tax-exempt derivatives which may be in the form of tender option bonds, participations,
beneficial interests in a trust, partnership interests or other forms. A number of different structures have been used. For example,
interests in long-term fixed-rate municipal debt obligations, held by a bank as trustee or custodian, are coupled with tender
option, demand and other features when the tax-exempt derivatives are created. Together, these features entitle the holder of
the interest to tender (or put) the underlying municipal debt obligation to a third party at periodic intervals and to receive
the principal amount thereof. In some cases, municipal debt obligations are represented by custodial receipts evidencing rights
to receive specific future interest payments, principal payments, or both, on the underlying securities held by the custodian.
Under such arrangements, the holder of the custodial receipt has the option to tender the underlying securities at their face
value to the sponsor (usually a bank or broker dealer or other financial institution), which is paid periodic fees equal to the
difference between the securities’ fixed coupon rate and the rate that would cause the securities, coupled with the tender
option, to trade at par on the date of a rate adjustment. A participation interest gives the Fund an undivided interest in a Municipal
Bond in the proportion the Fund’s participation bears to the total principal amount of the Municipal Bond, and typically
provides for a repurchase feature for all or any part of the full principal amount of the participation interest, plus accrued
interest. Trusts and partnerships are typically used to convert long-term fixed rate high quality bonds of a single state or municipal
issuer into variable or floating rate demand instruments. The Municipal Bond Funds may hold tax-exempt derivatives, such as participation
interests and custodial receipts, for municipal debt obligations which give the holder the right to receive payment of principal
subject to the conditions described above. The Internal Revenue Service (the “IRS”) has not ruled on whether the interest
received on tax-exempt derivatives in the form of participation interests or custodial receipts is tax-exempt, and accordingly,
purchases of any such interests or receipts are based on the opinions of counsel to the sponsors of such derivative securities.
Neither a Fund nor its investment adviser or sub-advisers will review the proceedings related to the creation of any tax-exempt
derivatives or the basis for such opinions.
Tax-Exempt
Preferred Shares.
Certain Funds may invest in preferred interests of other investment funds that pay dividends that are
exempt from regular Federal income tax. Such funds in turn invest in municipal bonds and other assets that pay interest or make
distributions that are exempt from regular Federal income tax, such as revenue bonds issued by state or local agencies to fund
the development of low-income, multi-family housing. Investment in such
tax-exempt
preferred shares involves many of the same issues as investing in other investment companies. These investments also have additional
risks, including liquidity risk, the absence of regulation governing investment practices, capital structure and leverage, affiliated
transactions and other matters, and concentration of investments in particular issuers or industries. The Municipal Bond Funds
will treat investments in tax-exempt preferred shares as investments in municipal bonds.
Taxability
Risk.
Certain of the Funds intends to minimize the payment of taxable income to shareholders by investing in tax-exempt
or municipal securities in reliance at the time of purchase on an opinion of bond counsel to the issuer that the interest paid
on those securities will be excludable from gross income for Federal income tax purposes. Such securities, however, may be determined
to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the securities. In that event, the IRS may
demand that the Fund pay Federal income taxes on the affected interest income, and, if the Fund agrees to do so, the Fund’s
yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by the Fund as “exempt
interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased Federal income tax
liabilities. If the interest paid on any tax-exempt or municipal security held by the Fund is subsequently determined to be taxable,
the Fund will dispose of that security as soon as reasonably practicable. In addition, the treatment of dividends previously paid
or to be paid by the Fund as “exempt interest dividends” could be adversely affected, subjecting the Fund’s
shareholders to increased Federal income tax liabilities. If the interest paid on any tax-exempt or municipal security held by
the Fund is subsequently determined to be taxable, the Fund will dispose of that security as soon as reasonably practicable. In
addition, future laws, regulations, rulings or court decisions may cause interest on municipal securities to be subject, directly
or indirectly, to Federal income taxation or interest on state municipal securities to be subject to state or local income taxation,
or the value of state municipal securities to be subject to state or local intangible personal property tax, or may otherwise
prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also
affect the market price of such securities, and thus the value of an investment in the Fund.
Trust
Preferred Securities.
Certain of the Funds may invest in trust preferred securities. Trust preferred securities are typically
issued by corporations, generally in the form of interest bearing notes with preferred securities characteristics, or by an affiliated
business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured
securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either
perpetual in nature or have stated maturity dates.
Trust
preferred securities are typically junior and fully subordinated liabilities of an issuer and benefit from a guarantee that is
junior and fully subordinated to the other liabilities of the guarantor. In addition, trust preferred securities typically permit
an issuer to defer the payment of income for five years or more without triggering an event of default. Because of their subordinated
position in the capital structure of an issuer, the ability to defer payments for extended periods of time without default consequences
to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor
when full cumulative payments on the trust preferred securities have not been made), these trust preferred securities are often
treated as close substitutes for traditional preferred securities, both by issuers and investors.
Trust
preferred securities include but are not limited to trust originated preferred securities (“TOPRS
®
”);
monthly income preferred securities (“MIPS
®
”); quarterly income bond securities (“QUIBS
®
”
); quarterly income debt securities (“QUIDS
®
”); quarterly income preferred securities (“QUIPS
SM
”);
corporate trust securities (“CORTS
®
”); public income notes (“PINES
®
”); and
other trust preferred securities.
Trust
preferred securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances,
a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer’s option for a
specified time without default. No redemption can typically take place unless all cumulative payment obligations have been met,
although issuers may be able to engage in open-market repurchases without regard to whether all payments have been paid.
Many
trust preferred securities are issued by trusts or other special purpose entities established by operating companies and are not
a direct obligation of an operating company. At the time the trust or special purpose entity sells such preferred securities to
investors, it purchases debt of the operating company (with terms comparable to those of the trust or special purpose entity securities),
which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose
entity. The trust or special purpose entity is
generally
required to be treated as transparent for Federal income tax purposes such that the holders of the trust preferred securities
are treated as owning beneficial interests in the underlying debt of the operating company. Accordingly, payments on the trust
preferred securities are treated as interest rather than dividends for Federal income tax purposes. The trust or special purpose
entity in turn would be a holder of the operating company’s debt and would have priority with respect to the operating company’s
earnings and profits over the operating company’s common shareholders, but would typically be subordinated to other classes
of the operating company’s debt. Typically a preferred share has a rating that is slightly below that of its corresponding
operating company’s senior debt securities.
U.S.
Government Obligations.
A Fund may purchase obligations issued or guaranteed by the U.S. Government and U.S. Government
agencies and instrumentalities. Obligations of certain agencies and instrumentalities of the U.S. Government are supported by
the full faith and credit of the U.S. Treasury. Others are supported by the right of the issuer to borrow from the U.S. Treasury;
and still others are supported only by the credit of the agency or instrumentality issuing the obligation. No assurance can be
given that the U.S. Government will provide financial support to U.S. Government-sponsored instrumentalities if it is not obligated
to do so by law. Certain U.S. Treasury and agency securities may be held by trusts that issue participation certificates (such
as Treasury income growth receipts (“TIGRs”) and certificates of accrual on Treasury certificates (“CATs”)).
These certificates, as well as Treasury receipts and other stripped securities, represent beneficial ownership interests in either
future interest payments or the future principal payments on U.S. Government obligations. These instruments are issued at a discount
to their “face value” and may (particularly in the case of stripped mortgage-backed securities) exhibit greater price
volatility than ordinary debt securities because of the manner in which their principal and interest are returned to investors.
Examples
of the types of U.S. Government obligations that may be held by the Funds include U.S. Treasury Bills, Treasury Notes and Treasury
Bonds and the obligations of the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Ginnie Mae, Fannie Mae, Federal Financing Bank, General Services Administration, Student
Loan Marketing Association, Central Bank for Cooperatives, Federal Home Loan Banks, Freddie Mac, Federal Intermediate Credit Banks,
Federal Land Banks, Farm Credit Banks System, Maritime Administration, Tennessee Valley Authority and Washington D.C. Armory Board.
The Funds may also invest in mortgage-related securities issued or guaranteed by U.S. Government agencies and instrumentalities,
including such instruments as obligations of Ginnie Mae, Fannie Mae and Freddie Mac.
U.S.
Treasury Obligations.
Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics.
Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed
by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial
support to its agencies and authorities if it is not obligated by law to do so.
Utility
Industries.
Risks that are intrinsic to the utility industries include difficulty in obtaining an adequate return
on invested capital, difficulty in financing large construction programs during an inflationary period, restrictions on operations
and increased cost and delays attributable to environmental considerations and regulation, difficulty in raising capital in adequate
amounts on reasonable terms in periods of high inflation and unsettled capital markets, technological innovations that may render
existing plants, equipment or products obsolete, the potential impact of natural or man-made disasters, increased costs and reduced
availability of certain types of fuel, occasional reduced availability and high costs of natural gas for resale, the effects of
energy conservation, the effects of a national energy policy and lengthy delays and greatly increased costs and other problems
associated with the design, construction, licensing, regulation and operation of nuclear facilities for electric generation, including,
among other considerations, the problems associated with the use of radioactive materials and the disposal of radioactive wastes.
There are substantial differences among the regulatory practices and policies of various jurisdictions, and any given regulatory
agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future,
grant rate increases or that such increases will be adequate to permit the payment of dividends on common stocks issued by a utility
company. Additionally, existing and possible future regulatory legislation may make it even more difficult for utilities to obtain
adequate relief. Certain of the issuers of securities held in the Fund’s portfolio may own or operate nuclear generating
facilities. Governmental authorities may from time to time review existing policies and impose additional requirements governing
the licensing, construction and operation of
nuclear
power plants. Prolonged changes in climatic conditions can also have a significant impact on both the revenues of an electric
and gas utility as well as the expenses of a utility, particularly a hydro-based electric utility.
Utility
companies in the United States and in foreign countries are generally subject to regulation. In the United States, most utility
companies are regulated by state and/or federal authorities. Such regulation is intended to ensure appropriate standards of service
and adequate capacity to meet public demand. Generally, prices are also regulated in the United States and in foreign countries
with the intention of protecting the public while ensuring that the rate of return earned by utility companies is sufficient to
allow them to attract capital in order to grow and continue to provide appropriate services. There can be no assurance that such
pricing policies or rates of return will continue in the future.
The nature
of regulation of the utility industries continues to evolve both in the United States and in foreign countries. In recent years,
changes in regulation in the United States increasingly have allowed utility companies to provide services and products outside
their traditional geographic areas and lines of business, creating new areas of competition within the industries. In some instances,
utility companies are operating on an unregulated basis. Because of trends toward deregulation and the evolution of independent
power producers as well as new entrants to the field of telecommunications, non-regulated providers of utility services have become
a significant part of their respective industries. The Manager believes that the emergence of competition and deregulation will
result in certain utility companies being able to earn more than their traditional regulated rates of return, while others may
be forced to defend their core business from increased competition and may be less profitable. Reduced profitability, as well
as new uses of funds (such as for expansion, operations or stock buybacks) could result in cuts in dividend payout rates. The
Manager seeks to take advantage of favorable investment opportunities that may arise from these structural changes. Of course,
there can be no assurance that favorable developments will occur in the future.
Foreign
utility companies are also subject to regulation, although such regulations may or may not be comparable to those in the United
States. Foreign utility companies may be more heavily regulated by their respective governments than utilities in the United States
and, as in the United States, generally are required to seek government approval for rate increases. In addition, many foreign
utilities use fuels that may cause more pollution than those used in the United States, which may require such utilities to invest
in pollution control equipment to meet any proposed pollution restrictions. Foreign regulatory systems vary from country to country
and may evolve in ways different from regulation in the United States.
A Fund’s
investment policies are designed to enable it to capitalize on evolving investment opportunities throughout the world. For example,
the rapid growth of certain foreign economies will necessitate expansion of capacity in the utility industries in those countries.
Although many foreign utility companies currently are government-owned, thereby limiting current investment opportunities for
a Fund, the Manager believes that, in order to attract significant capital for growth, foreign governments are likely to seek
global investors through the privatization of their utility industries. Privatization, which refers to the trend toward investor
ownership of assets rather than government ownership, is expected to occur in newer, faster-growing economies and in mature economies.
Of course, there is no assurance that such favorable developments will occur or that investment opportunities in foreign markets
will increase.
The revenues
of domestic and foreign utility companies generally reflect the economic growth and development in the geographic areas in which
they do business. The Manager will take into account anticipated economic growth rates and other economic developments when selecting
securities of utility companies.
Electric.
The electric utility industry consists of companies that are engaged principally in the generation, transmission and sale
of electric energy, although many also provide other energy-related services. In the past, electric utility companies, in general,
have been favorably affected by lower fuel and financing costs and the full or near completion of major construction programs.
In addition, many of these companies have generated cash flows in excess of current operating expenses and construction expenditures,
permitting some degree of diversification into unregulated businesses. Some electric utilities have also taken advantage of the
right to sell power outside of their traditional geographic areas. Electric utility companies have historically been subject to
the risks associated with increases in fuel and other operating costs, high interest costs on borrowings needed for capital construction
programs, costs associated with compliance with environmental and safety regulations and changes in the regulatory climate. As
interest rates declined, many utilities refinanced high cost debt and in doing so improved their fixed
charges
coverage. Regulators, however, lowered allowed rates of return as interest rates declined and thereby caused the benefits of the
rate declines to be shared wholly or in part with customers. In a period of rising interest rates, the allowed rates of return
may not keep pace with the utilities’ increased costs. The construction and operation of nuclear power facilities are subject
to strict scrutiny by, and evolving regulations of, the Nuclear Regulatory Commission and state agencies which have comparable
jurisdiction. Strict scrutiny might result in higher operating costs and higher capital expenditures, with the risk that the regulators
may disallow inclusion of these costs in rate authorizations or the risk that a company may not be permitted to operate or complete
construction of a facility. In addition, operators of nuclear power plants may be subject to significant costs for disposal of
nuclear fuel and for decommissioning such plants.
The rating
agencies look closely at the business profile of utilities. Ratings for companies are expected to be impacted to a greater extent
in the future by the division of their asset base. Electric utility companies that focus more on the generation of electricity
may be assigned less favorable ratings as this business is expected to be competitive and the least regulated. On the other hand,
companies that focus on transmission and distribution, which is expected to be the least competitive and the more regulated part
of the business, may see higher ratings given the greater predictability of cash flow.
A number
of states are considering or have enacted deregulation proposals. The introduction of competition into the industry as a result
of such deregulation has at times resulted in lower revenue, lower credit ratings, increased default risk, and lower electric
utility security prices. Such increased competition may also cause long-term contracts, which electric utilities previously entered
into to buy power, to become “stranded assets” which have no economic value. Any loss associated with such contracts
must be absorbed by ratepayers and investors. In addition, some electric utilities have acquired electric utilities overseas to
diversify, enhance earnings and gain experience in operating in a deregulated environment. In some instances, such acquisitions
have involved significant borrowings, which have burdened the acquirer’s balance sheet. There is no assurance that current
deregulation proposals will be adopted. However, deregulation in any form could significantly impact the electric utilities industry.
Telecommunications.
The telecommunications industry today includes both traditional telephone companies, with a history of broad market coverage
and highly regulated businesses, and cable companies, which began as small, lightly regulated businesses focused on limited markets.
Today these two historically different businesses are converging in an industry that is trending toward larger, competitive national
and international markets with an emphasis on deregulation. Companies that distribute telephone services and provide access to
the telephone networks still comprise the greatest portion of this segment, but non-regulated activities such as wireless telephone
services, paging, data transmission and processing, equipment retailing, computer software and hardware and internet services
are becoming increasingly significant components as well. In particular, wireless and internet telephone services continue to
gain market share at the expense of traditional telephone companies. The presence of unregulated companies in this industry and
the entry of traditional telephone companies into unregulated or less regulated businesses provide significant investment opportunities
with companies that may increase their earnings at faster rates than had been allowed in traditional regulated businesses. Still,
increasing competition, technological innovations and other structural changes could adversely affect the profitability of such
utilities and the growth rate of their dividends. Given mergers and proposed legislation and enforcement changes, it is likely
that both traditional telephone companies and cable companies will continue to provide an expanding range of utility services
to both residential, corporate and governmental customers.
Gas
.
Gas transmission companies and gas distribution companies are undergoing significant changes. In the United States, interstate
transmission companies are regulated by the Federal Energy Regulatory Commission, which is reducing its regulation of the industry.
Many companies have diversified into oil and gas exploration and development, making returns more sensitive to energy prices.
In the recent decade, gas utility companies have been adversely affected by disruptions in the oil industry and have also been
affected by increased concentration and competition. In the opinion of the Manager, however, environmental considerations could
improve the gas industry outlook in the future. For example, natural gas is the cleanest of the hydrocarbon fuels, and this may
result in incremental shifts in fuel consumption toward natural gas and away from oil and coal, even for electricity generation.
However, technological or regulatory changes within the industry may delay or prevent this result.
Water.
Water supply utilities are
companies that collect, purify, distribute and sell water. In the United States and around the world the industry is highly fragmented
because most of the supplies are owned by local authorities.
Companies
in this industry are generally mature and are experiencing little or no per capita volume growth. In the opinion of the Manager,
there may be opportunities for certain companies to acquire other water utility companies and for foreign acquisition of domestic
companies. The Manager believes that favorable investment opportunities may result from consolidation of this segment. As with
other utilities, however, increased regulation, increased costs and potential disruptions in supply may adversely affect investments
in water supply utilities.
Utility
Industries Generally.
There can be no assurance that the positive developments noted above, including those relating to privatization
and changing regulation, will occur or that risk factors other than those noted above will not develop in the future.
When
Issued Securities, Delayed Delivery Securities and Forward Commitments.
A Fund may purchase or sell securities that it
is entitled to receive on a when issued basis. A Fund may also purchase or sell securities on a delayed delivery basis or through
a forward commitment (including on a “TBA” (to be announced) basis). These transactions involve the purchase or sale
of securities by a Fund at an established price with payment and delivery taking place in the future. The Fund enters into these
transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction. When
a Fund purchases securities in these transactions, the Fund segregates liquid securities in an amount equal to the amount of its
purchase commitments.
Pursuant
to recommendations of the Treasury Market Practices Group, which is sponsored by the Federal Reserve Bank of New York, beginning
January 1, 2014, a Fund or its counterparty generally will be required to post collateral when entering into certain forward-settling
transactions, including without limitation TBA transactions.
There
can be no assurance that a security purchased on a when issued basis will be issued or that a security purchased or sold on a
delayed delivery basis or through a forward commitment will be delivered. Also, the value of securities in these transactions
on the delivery date may be more or less than the price paid by the Fund to purchase the securities. The Fund will lose money
if the value of the security in such a transaction declines below the purchase price and will not benefit if the value of the
security appreciates above the sale price during the commitment period.
If deemed
advisable as a matter of investment strategy, a Fund may dispose of or renegotiate a commitment after it has been entered into,
and may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date.
In these cases the Fund may realize a taxable capital gain or loss.
When
a Fund engages in when-issued, TBA or forward commitment transactions, it relies on the other party to consummate the trade. Failure
of such party to do so may result in the Fund’s incurring a loss or missing an opportunity to obtain a price considered
to be advantageous.
The market
value of the securities underlying a commitment to purchase securities, and any subsequent fluctuations in their market value,
is taken into account when determining the market value of a Fund starting on the day the Fund agrees to purchase the securities.
The Fund does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement
date.
Yields
and Ratings.
The yields on certain obligations are dependent on a variety of factors, including general market conditions,
conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity
of the obligation and the ratings of the issue. The ratings of Moody’s, Fitch and S&P represent their respective opinions
as to the quality of the obligations they undertake to rate. Ratings, however, are general and are not absolute standards of quality.
Consequently, obligations with the same rating, maturity and interest rate may have different market prices. Subsequent to its
purchase by a Fund, a rated security may cease to be rated. A Fund’s Manager or sub-adviser will consider such an event
in determining whether the Fund should continue to hold the security.
Zero
Coupon Securities.
Zero coupon securities are securities that are sold at a discount to par value and do not pay interest
during the life of the security. The discount approximates the total amount of interest the security will accrue and compound
over the period until maturity at a rate of interest reflecting the market rate of the security at the time of issuance. Upon
maturity, the holder of a zero coupon security is entitled to receive the par value of the security.
While
interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom
income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not
make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all
discount accretion during the life of the obligations. This implicit reinvestment
of earnings
at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero
coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason,
some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest
rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate
risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service,
but also require a higher rate of return to attract investors who are willing to defer receipt of cash.
A Fund
accrues income with respect to these securities for Federal income tax and accounting purposes prior to the receipt of cash payments.
Zero coupon securities may be subject to greater fluctuation in value and less liquidity in the event of adverse market conditions
than comparably rated securities that pay cash interest at regular intervals.
Further,
to maintain its qualification for pass-through treatment under the Federal tax laws, a Fund is required to distribute income to
its shareholders and, consequently, may have to dispose of other, more liquid portfolio securities under disadvantageous circumstances
or may have to leverage itself by borrowing in order to generate the cash to satisfy these distributions. The required distributions
may result in an increase in a Fund’s exposure to zero coupon securities.
In addition
to the above-described risks, there are certain other risks related to investing in zero coupon securities. During a period of
severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not
pay cash interest, a Fund’s investment exposure to these securities and their risks, including credit risk, will increase
during the time these securities are held in the Fund’s portfolio.
Suitability
(All Funds)
The economic
benefit of an investment in any Fund depends upon many factors beyond the control of the Fund, the Manager and its affiliates.
Each Fund should be considered a vehicle for diversification and not as a balanced investment program. The suitability for any
particular investor of a purchase of shares in a Fund will depend upon, among other things, such investor’s investment objectives
and such investor’s ability to accept the risks associated with investing in securities, including the risk of loss of principal.
Investment
Restrictions (All Funds)
See “Investment
Restrictions” in Part I of each Fund’s Statement of Additional Information for the specific fundamental and non-fundamental
investment restrictions adopted by each Fund. In addition to those investment restrictions, each Fund is also subject to the restrictions
discussed below.
The staff
of the Commission has taken the position that purchased OTC options and the assets used as cover for written OTC options are illiquid
securities. Therefore, each Fund has adopted an investment policy pursuant to which it will not purchase or sell OTC options (including
OTC options on futures contracts) if, as a result of any such transaction, the sum of the market value of OTC options currently
outstanding that are held by the Fund, the market value of the underlying securities covered by OTC call options currently outstanding
that were sold by the Fund and margin deposits on the Fund’s existing OTC options on financial futures contracts would exceed
15% of the net assets of the Fund, taken at market value, together with all other assets of the Fund that are determined to be
illiquid. However, if an OTC option is sold by a Fund to a primary U.S. Government securities dealer recognized by the Federal
Reserve Bank of New York and if the Fund has the unconditional contractual right to repurchase such OTC option from the dealer
at a predetermined price, then the Fund will treat as illiquid only such amount of the underlying securities as is equal to the
repurchase price less the amount by which the option is “in-the-money” (
i.e.
, current market value of the underlying
securities minus the option’s strike price). The repurchase price with the primary dealers is typically a formula price
that is generally based on a multiple of the premium received for the option, plus the amount by which the option is “in-the-money.”
This policy as to OTC options is not a fundamental policy of any Fund and may be amended by the Board of Directors of the Fund
without the approval of the Fund’s shareholders.
Each
Fund’s investments will be limited in order to allow the Fund to qualify as a “regulated investment company”
for purposes of the Code. See “Dividends and Taxes — Taxes.” To qualify, among other requirements, each Fund
will limit its investments so that, at the close of each quarter of the taxable year, (i) at least 50% of the market value
of each
Fund’s assets is represented by cash, securities of other regulated investment companies, U.S. government securities and
other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the Fund’s
assets and not greater than 10% of the outstanding voting securities of such issuer and (ii) not more than 25% of the value of
its assets is invested in the securities (other than U.S. government securities or securities of other regulated investment companies)
of any one issuer, any two or more issuers of which 20% or more of the voting stock is held by the Fund and that are determined
to be engaged in the same or similar trades or businesses or related trades or businesses or in the securities of one or more
qualified publicly traded partnerships (
i.e.
, partnerships that are traded on an established securities market or tradable
on a secondary market, other than partnerships that derive 90% of their income from interest, dividends, capital gains and other
traditionally permitted mutual fund income). For purposes of this restriction, the Municipal Funds generally will regard each
state and each of its political subdivisions, agencies or instrumentalities and each multi-state agency of which the state is
a member as a separate issuer. Each public authority that issues securities on behalf of a private entity generally will also
be regarded as a separate issuer, except that if the security is backed only by the assets and revenues of a non-government entity,
then the entity with the ultimate responsibility for the payment of interest and principal may be regarded as the sole issuer.
Foreign government securities (unlike U.S. government securities) are not exempt from the diversification requirements of the
Code and the securities of each foreign government issuer are considered to be obligations of a single issuer. These tax-related
limitations may be changed by the Directors of a Fund to the extent necessary to comply with changes to the Federal tax requirements.
A Fund that is “diversified” under the Investment Company Act must satisfy the foregoing 5% and 10% requirements with
respect to 75% of its total assets.
Code
of Ethics
Each
Fund, the Manager, each Sub-Adviser and the Distributor has adopted a Code of Ethics pursuant to Rule 17j-1 under the Investment
Company Act. The Codes of Ethics establish procedures for personal investing and restrict certain transactions. Employees subject
to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased
or held by a Fund.
M
ANAGEMENT
AND
O
THER
S
ERVICE
A
RRANGEMENTS
Directors
and Officers
See “Information
on Directors and Officers,” “—Biographical Information,” “— Share Ownership” and “—
Compensation of Directors” in Part I of each Fund’s Statement of Additional Information for biographical and certain
other information relating to the Directors and officers of your Fund, including Directors’ compensation.
Management
Arrangements
Management
Services.
The Manager provides each Fund with investment advisory and management services. Subject to the oversight of the
Board of Directors, the Manager is responsible for the actual management of a Fund’s portfolio and reviews the Fund’s
holdings in light of its own research analysis and that from other relevant sources. The responsibility for making decisions to
buy, sell or hold a particular security rests with the Manager. The Manager performs certain of the other administrative services
and provides all the office space, facilities, equipment and necessary personnel for management of each Fund.
Each
Feeder Fund invests all or a portion of its assets in shares of a Master Portfolio. To the extent a Feeder Fund invests all of
its assets in a Master Portfolio, it does not invest directly in portfolio securities and does not require management services.
For such Feeder Funds, portfolio management occurs at the Master Portfolio level.
Management
Fee.
Each Fund has entered into a Management Agreement with the Manager pursuant to which the Manager receives for its services
to the Fund monthly compensation at an annual rate based on the average daily net assets of the Fund. For information regarding
specific fee rates for your Fund and the fees paid by your Fund to the Manager for the Fund’s last three fiscal years or
other applicable periods, see “Management and Advisory Arrangements” in Part I of each Fund’s Statement of Additional
Information.
For Funds
that do not have an administrator, each Management Agreement obligates the Manager to provide management services and to pay all
compensation of and furnish office space for officers and employees of a Fund in connection with investment and economic research,
trading and investment management of the Fund, as well as
the fees
of all Directors of the Fund who are interested persons of the Fund. Each Fund pays all other expenses incurred in the operation
of that Fund, including among other things: taxes; expenses for legal and auditing services; costs of preparing, printing and
mailing proxies, shareholder reports, prospectuses and statements of additional information, except to the extent paid by BlackRock
Investments, LLC (“BRIL” or the “Distributor”); charges of the custodian and sub-custodian, and the transfer
agent; expenses of redemption of shares; Commission fees; expenses of registering the shares under Federal, state or foreign laws;
fees and expenses of Directors who are not interested persons of a Fund as defined in the Investment Company Act; accounting and
pricing costs (including the daily calculations of net asset value); insurance; interest; brokerage costs; litigation and other
extraordinary or non-recurring expenses; and other expenses properly payable by the Fund. Certain accounting services are provided
to each Fund by State Street Bank and Trust Company (“State Street”) or BNY Mellon Investment Servicing (US) Inc.
(“BNY Mellon”) pursuant to an agreement between State Street or BNY Mellon, as applicable, and each Fund. Each Fund
pays a fee for these services. In addition, the Manager provides certain accounting services to each Fund and the Fund pays the
Manager a fee for such services. The Distributor pays certain promotional expenses of the Funds incurred in connection with the
offering of shares of the Funds. Certain expenses are financed by each Fund pursuant to distribution plans in compliance with
Rule 12b-1 under the Investment Company Act. See “Purchase of Shares — Distribution Plans.”
Sub-Advisory
Fee.
The Manager of certain Funds has entered into one or more sub-advisory agreements (the “Sub-Advisory Agreements”)
with the sub-adviser or sub-advisers identified in each such Fund’s prospectus (the “Sub-Adviser”) pursuant
to which the Sub-Adviser provides sub-advisory services to the Manager with respect to the Fund. For information relating to the
fees, if any, paid by the Manager to the Sub-Adviser pursuant to the Sub-Advisory Agreement for the Fund’s last three fiscal
years or other applicable periods, see “Management and Advisory Arrangements” in Part I of each Fund’s Statement
of Additional Information.
Organization
of the Manager.
BlackRock Advisors, LLC is a Delaware limited liability company and BlackRock Fund Advisors is a California
corporation. Each Manager is an indirect, wholly owned subsidiary of BlackRock, Inc. BlackRock, Inc., through its subsidiaries
and divisions, provides (i) investment management services to individuals and institutional investors through separate account
management, non-discretionary advisory programs and commingled investment vehicles; (ii) risk management services, investment
accounting and trade processing tools; (iii) transition management services, and (iv) securities lending services.
Duration
and Termination.
Unless earlier terminated as described below, each Management Agreement and each Sub-Advisory Agreement will
remain in effect for an initial two year period and from year to year thereafter if approved annually (a) by the Board of Directors
or by a vote of a majority of the outstanding voting securities of a Fund and (b) by a majority of the Directors of the Fund who
are not parties to such agreement or interested persons (as defined in the Investment Company Act) of any such party. Each Management
Agreement automatically terminates on assignment and may be terminated without penalty on 60 days’ written notice at the
option of either party thereto or by the vote of the shareholders of the applicable Fund.
Other
Service Arrangements
Administrative
Services and Administrative Fee.
Certain Funds have entered into an administration agreement (the “Administration Agreement”)
with an administrator identified in the Fund’s Prospectus and Part I of the Fund’s Statement of Additional Information
(each an “Administrator”). For its services to a Fund, the Administrator receives monthly compensation at the annual
rate set forth in each applicable Fund’s prospectus. For information regarding any administrative fees paid by your Fund
to the Administrator for the periods indicated, see “Management and Advisory Arrangements” in Part I of that Fund’s
Statement of Additional Information.
For Funds
that have an Administrator, the Administration Agreement obligates the Administrator to provide certain administrative services
to the Fund and to pay, or cause its affiliates to pay, for maintaining its staff and personnel and to provide office space, facilities
and necessary personnel for the Fund. Each Administrator is also obligated to pay, or cause its affiliates to pay, the fees of
those officers and Directors of the Fund who are affiliated persons of the Administrator or any of its affiliates.
Duration
and Termination of Administration Agreement.
Unless earlier terminated as described below, each Administration Agreement will
continue for an initial two year period and from year to year if approved annually (a) by the Board of Directors of each applicable
Fund or by a vote of a majority of the outstanding voting securities of
such
Fund and (b) by a majority of the Directors of the Fund who are not parties to such contract or interested persons (as defined
in the Investment Company Act) of any such party. Such contract is not assignable and may be terminated without penalty on 60
days’ written notice at the option of either party thereto or by the vote of the shareholders of the Fund.
Transfer
Agency Services.
BNY Mellon Investment Servicing (US) Inc. (in this capacity, the “Transfer Agent”), a subsidiary
of The Bank of New York Mellon Corporation, acts as each Fund’s Transfer Agent pursuant to a Transfer Agency, Dividend Disbursing
Agency and Shareholder Servicing Agency Agreement (the “Transfer Agency Agreement”) with the Funds. Pursuant to the
Transfer Agency Agreement, the Transfer Agent is responsible for the issuance, transfer and redemption of shares and the opening
and maintenance of shareholder accounts. Each Fund pays the Transfer Agent a fee for the services it receives based on the type
of account and the level of services required. Each Fund reimburses the Transfer Agent’s reasonable out-of-pocket expenses
and pays a fee of 0.10% of account assets for certain accounts that participate in certain fee-based programs sponsored by the
Manager or its affiliates. For purposes of each Transfer Agency Agreement, the term “account” includes a shareholder
account maintained directly by the Transfer Agent and any other account representing the beneficial interest of a person in the
relevant share class on a recordkeeping system. Effective July 1, 2010, the Transfer Agent ceased to be an affiliate of the Funds.
Independent
Registered Public Accounting Firm.
The Audit Committee of each Fund, which is comprised solely of the Fund’s
non-interested Directors of the Fund, has selected an independent registered public accounting firm for that Fund that
audits the Fund’s financial statements. Please see the inside back cover page of your Fund’s Prospectus for
information on your Fund’s independent registered public accounting firm.
Custodian
Services.
The name and address of the custodian (the “Custodian”) of each Fund are provided on the inside back
cover page of the Fund’s Prospectus. The Custodian is responsible for safeguarding and controlling the Fund’s cash
and securities, handling the receipt and delivery of securities and collecting interest and dividends on the Fund’s investments.
The Custodian is authorized to establish separate accounts in foreign currencies and to cause foreign securities owned by the
Fund to be held in its offices outside the United States and with certain foreign banks and securities depositories.
For certain
Feeder Funds, the Custodian also acts as the custodian of the Master Portfolio’s assets.
With
respect to each Fund, under an arrangement effective January 1, 2010, on a monthly basis, the Custodian nets the Fund’s
daily positive and negative cash balances and calculates a credit (“custody credit”) or a charge based on that net
amount. The custodian fees, including the amount of any overdraft charges, may be reduced by the amount of such custody credits,
and any unused credits at the end of a given month may be carried forward to a subsequent month. Any such credits unused by the
end of a Fund’s fiscal year will not expire. Net debits at the end of a given month are added to the Fund’s custody
bill and paid by the Fund.
Accounting
Services.
Each Fund has entered into an agreement with State Street or BNY Mellon, pursuant to which State Street or BNY Mellon
provides certain accounting services to the Fund. Each Fund pays a fee for these services. State Street or BNY Mellon provides
similar accounting services to the Master LLCs. The Manager or the Administrator also provides certain accounting services to
each Fund and each Fund reimburses the Manager or the Administrator for these services.
See “Management
and Advisory Arrangements — Accounting Services” in Part I of each Fund’s Statement of Additional Information
for information on the amounts paid by your Fund and, if applicable, Master LLC to State Street and the Manager or, if applicable,
the Administrator for the periods indicated.
Distribution
Expenses.
Each Fund has entered into a distribution agreement with the Distributor in connection with the continuous offering
of each class of shares of the Fund (the “Distribution Agreements”). The Distribution Agreements obligate the Distributor
to pay certain expenses in connection with the offering of each class of shares of the Funds. After the prospectuses, statements
of additional information and periodic reports have been prepared, set in type and mailed to shareholders, the Distributor pays
for the printing and distribution of these documents used in connection with the offering to dealers and investors. The Distributor
also pays for other supplementary sales literature and advertising costs. Each Distribution Agreement is subject to the same renewal
requirements and termination provisions as the Management Agreement described above.
Code
of Ethics
Each
Fund, the Manager, each Sub-Adviser and the Distributor has adopted a Code of Ethics pursuant to Rule 17j-1 under the Investment
Company Act. The Codes of Ethics establish procedures for personal investing and restrict certain transactions. Employees subject
to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased
or held by a Fund.
S
ELECTIVE
D
ISCLOSURE OF
P
ORTFOLIO
H
OLDINGS
The Board
of Directors/Trustees each of the Funds and the Board of Directors of the Manager have each approved Portfolio Information Distribution
Guidelines (the “Guidelines”) regarding the disclosure of the Funds’ portfolio securities, as applicable, and
other portfolio information. The purpose of the Guidelines is to ensure that (i) shareholders and prospective shareholders of
the Fund have equal access to portfolio holdings and characteristics and (ii) third parties (such as consultants, intermediaries
and third-party data providers) have access to such information no more frequently than shareholders and prospective shareholders.
Pursuant
to the Guidelines, the Funds and the Manager may, under certain circumstances as set forth below, make selective disclosure with
respect to the Funds’ portfolio holdings. The Funds’ Board has approved the adoption by the Funds of the Guidelines,
and employees of the Manager are responsible for adherence to the Guidelines. The Funds’ Board provides ongoing oversight
of the Funds’ and Manager’s compliance with the Guidelines. Examples of the types of information that may be disclosed
pursuant to the Guidelines are provided below. This information may be both material non-public information (“Confidential
Information”) and proprietary information of the Manager. Information that is non-material or that may be obtained from
public sources (i.e., information that has been publicly disclosed via a filing with the Securities and Exchange Commission (e.g.,
fund annual report), through a press release or placement on a publicly-available internet web site) shall not be deemed Confidential
Information.
Except
as otherwise provided in the Guidelines, Confidential Information relating to the Funds may not be distributed to persons not
employed by the Manager unless: the Fund has a legitimate business purpose for doing so. Confidential Information may be disclosed
to the Funds’ Board members and their counsel, outside counsel for the Funds and the Funds’ auditors, and may be disclosed
to the Funds’ service providers and other appropriate parties with the approval of the Funds’ Chief Compliance Officer,
the Manager’s General Counsel, the Manager’s Chief Compliance Officer or the designee of such persons, and in addition,
in the case of disclosure to third parties, subject to a confidentiality or non-disclosure agreement, as necessary in accordance
with the Guidelines. Information may also be disclosed as required by applicable laws and regulation.
Examples
of instances in which selective disclosure of a Fund’s portfolio securities or other portfolio information may be appropriate
include: (i) disclosure for due diligence purposes to an investment adviser that is in merger or acquisition talks with the Manager;
(ii) disclosure to a newly-hired investment adviser or sub-adviser prior to its commencing its duties; (iii) disclosure to a third-party
feeder fund consistent with its agreement with a master portfolio advised by BlackRock; (iv) disclosure to third-party service
providers of legal, auditing, custody, proxy voting, pricing and other services to the Fund; or (v) disclosure to a rating or
ranking organization.
Asset
and Return Information
. Data on NAVs, asset levels (by total fund and share class), accruals, yields, capital gains, dividends
and fund returns (net of fees by share class) are generally available to shareholders, prospective shareholders, consultants and
third-party data providers upon request, as soon as such data is available. Data on number of shareholders (total and by share
class) and benchmark returns (including performance measures such as standard deviation, information ratio, Sharpe ratio, alpha,
and beta) are generally available to shareholders, prospective shareholders, consultants and third-party data providers as soon
as such data is released after month-end.
Portfolio
Characteristics
. Examples of portfolio characteristics include sector allocation, credit quality breakdown, maturity distribution,
duration and convexity measures, average credit quality, average maturity, average coupon, top 10 holdings with percent of the
fund held, average market capitalization, capitalization range, ROE, P/E, P/B, P/CF, P/S and EPS.
1. Month-end
portfolio characteristics are available to shareholders, prospective shareholders, intermediaries and consultants on the fifth
calendar day after month-end.
1
2. Fund
Fact Sheets, which contain certain portfolio characteristics, are available, in both hard copy and electronically, to shareholders,
prospective shareholders, intermediaries and consultants on a monthly or quarterly basis no earlier than the fifth calendar day
after the end of a month or quarter.
3. Money
Market Performance Reports, which contain money market fund performance for the recent month, rolling 12-month average yields
and benchmark performance, are available on a monthly basis to shareholders, prospective shareholders, intermediaries and consultants
by the tenth calendar day of the month. This information may also be obtained electronically upon request.
Portfolio
Holdings
. In addition to position description, portfolio holdings may also include issuer name, CUSIP, ticker symbol, total
shares and market value for equity portfolios and issuer name, CUSIP, ticker symbol, coupon, maturity, current face value and
market value for fixed income portfolios. Other information that may be provided includes quantity, SEDOL, market price, yield,
weighted average life, duration and convexity of each security in the Fund as of a specific date.
The following
shall not be deemed a disclosure of Confidential Information:
-
Generally, month-end portfolio holdings may
be made available to fund shareholders, prospective shareholders, intermediaries, consultants and third party data providers (e.g.,
Lipper, Morningstar and Bloomberg) on the 20th calendar day after the end of each month; except for BlackRock Global Allocation
Fund, Inc., BlackRock Long-Horizon Equity Fund, BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc. and BlackRock
Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc., whose holdings may be made available on the 40
th
calendar day after the end of the quarter (based on each Fund’s fiscal year end).
1
The following
information as it relates to money market funds, unless made available to the public, shall be deemed a disclosure of Confidential
Information and, subject to the Guidelines, requires a confidentiality or non-disclosure arrangement:
-
Weekly portfolio holdings
made available to fund shareholders, prospective shareholders, intermediaries and consultants on the next business day after the
end of the weekly period.
-
Weekly portfolio holdings
and characteristics made available to third-party data providers (e.g., Lipper, Morningstar, Bloomberg, S&P, Fitch, Moody’s,
Crane Data and iMoneyNet, Inc.) on the next business day after the end of the weekly period.
Other
Information.
The Guidelines shall also apply to other Confidential Information of a Fund such as attribution analyses or security-specific
information (e.g., information about Fund holdings where an issuer has been downgraded, been acquired or declared bankruptcy).
Implementation
.
All employees of the Manager must adhere to the Guidelines when responding to inquiries from shareholders, prospective shareholders,
consultants, and third-party databases. The Funds’ Chief Compliance Officer is responsible for oversight of compliance with
the Guidelines and will recommend to the Funds’ Board any changes to the Guidelines that he or she deems necessary or appropriate
to ensure the Funds’ and the Manager’s compliance.
Ongoing
Arrangements
. The Manager has entered into ongoing agreements to provide selective disclosure of Fund portfolio holdings to
the following persons or entities:
|
1.
|
Fund’s Board of Directors and, if
necessary independent Directors’ counsel and Fund counsel
|
|
|
|
1
The precise number of days specified above may vary slightly from period to period depending on
whether the specified calendar day falls on a weekend or holiday.
|
4.
|
Fund’s Administrator, if applicable
|
|
5.
|
Fund’s independent registered public
accounting firm
|
|
6.
|
Fund’s accounting services provider
|
|
7.
|
Independent rating agencies — Morningstar,
Inc., Lipper Inc., S&P, Moody’s, Fitch
|
|
8.
|
Information aggregators — Markit
on Demand, Thomson Financial and Bloomberg, eVestments Alliance, Informa
/PSN Investment Solutions, Crane Data, and iMoneyNet
|
|
9.
|
Sponsors of 401(k) plans that include
BlackRock-advised funds — E.I. Dupont de Nemours and Company,
Inc.
|
|
10.
|
Consultants for pension plans that invest
in BlackRock-advised funds — Rocaton Investment Advisors, LLC,
Mercer Investment Consulting, Callan Associates, Brockhouse &
Cooper, Cambridge Associates, Morningstar/Investorforce, Russell Investments
(Mellon Analytical Solutions), and Wilshire Associates
|
|
11.
|
Pricing Vendors — Reuters Pricing
Service, Bloomberg, FT Interactive Data (FT IDC), ITG, Telekurs Financial,
FactSet Research Systems, Inc., JP Morgan Pricing Direct (formerly
Bear Stearns Pricing Service), Standard and Poor’s Security
Evaluations Service, Lehman Index Pricing, Bank of America High Yield
Index, Loan Pricing Corporation (LPC), LoanX, Super Derivatives, IBOXX
Index, Barclays Euro Gov’t Inflation-Linked Bond Index, JPMorgan
Emerging & Developed Market Index, Reuters/WM Company, Nomura
BPI Index, Japan Securities Dealers Association, Valuation Research
Corporate and Murray, Devine & Co., Inc.
|
|
12.
|
Portfolio Compliance Consultants —
Oracle/i-Flex Solutions, Inc.
|
|
13.
|
Third-party feeder funds — Hewitt
Money Market Fund, Hewitt Series Fund, Hewitt Financial Services LLC,
Homestead, Inc., Transamerica, State Farm Mutual Fund, Sterling Capital
Funds and their respective boards, sponsors, administrators and other
service providers
|
|
14.
|
Affiliated feeder funds — BlackRock
Cayman Prime Money Market Fund, Ltd. and BlackRock Cayman Treasury
Money Market Fund Ltd., and their respective boards, sponsors, administrators
and other service providers
|
|
15.
|
Other — Investment Company Institute
|
With
respect to each such arrangement, the Fund has a legitimate business purpose for the release of information. The release of the
information is subject to confidential treatment to prohibit the entity from sharing with an unauthorized source or trading upon
the information provided. The Fund, the Manager and their affiliates do not receive any compensation or other consideration in
connection with such arrangements.
The Funds
and the Manager monitor, to the extent possible, the use of Confidential Information by the individuals or firms to which it has
been disclosed. To do so, in addition to the requirements of any applicable confidentiality agreement and/or the terms and conditions
of the Funds’ and Manager’s Code of Ethics and Code of Business Conduct and Ethics — all of which require persons
or entities in possession of Confidential Information to keep such information confidential and not to trade on such information
for their own benefit — the Manager’s compliance personnel under the supervision of the Funds’ Chief Compliance
Officer, monitor the Manager’s securities trading desks to determine whether individuals or firms who have received Confidential
Information have made any trades on the basis of that information. In addition, the Manager maintains an internal restricted list
to prevent trading by the personnel of the Manager or its affiliates in securities — including securities held by the Funds
— about which the Manager has Confidential Information. There can be no assurance, however, that the Funds’ policies
and procedures with respect to the selective disclosure of Fund portfolio holdings will prevent the misuse of such information
by individuals or firms that receive such information.
Potential
Conflicts of Interest
The
PNC Financial Services Group, Inc.
(“PNC”) has a significant economic interest in BlackRock, Inc., the
parent of BlackRock Advisors, LLC, the Funds’ investment adviser. PNC is
considered to be an affiliate of BlackRock,
Inc., under the Investment Company
Act. Certain activities of BlackRock Advisors, LLC, BlackRock, Inc. and their
affiliates
(collectively, “BlackRock”) and PNC and its affiliates
(collectively, “PNC” and together with BlackRock,
“Affiliates”),
with respect to the Funds and/or other accounts managed by BlackRock or PNC may give rise to
actual or perceived conflicts of interest such
as those described below.
BlackRock
is one of the world’s largest asset management firms. PNC is a diversified financial services organization spanning the
retail, business and corporate markets. BlackRock, PNC and their respective affiliates (including, for these purposes, their directors,
partners, trustees, managing members, officers and employees), including the entities and personnel who may be involved in the
investment activities and business operations of a Fund, are engaged worldwide in businesses, including equity, fixed income,
cash management and alternative investments, and have interests other than that of managing the Funds. These are considerations
of which investors in a Fund should be aware, and which may cause conflicts of interest that could disadvantage the Fund and its
shareholders. These activities and interests include potential multiple advisory, transactional, financial and other interests
in securities and other instruments, and companies that may be purchased or sold by a Fund.
BlackRock
and its Affiliates have proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate
accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund and/or
that engage in transactions in the same types of securities, currencies and instruments as the Fund. One or more Affiliates are
also major participants in the global currency, equities, swap and fixed income markets, in each case both on a proprietary basis
and for the accounts of customers. As such, one or more Affiliates are or may be actively engaged in transactions in the same
securities, currencies, and instruments in which a Fund invests. Such activities could affect the prices and availability of the
securities, currencies, and instruments in which a Fund invests, which could have an adverse impact on the Fund’s performance.
Such transactions, particularly in respect of most proprietary accounts or customer accounts, will be executed independently of
a Fund’s transactions and thus at prices or rates that may be more or less favorable than those obtained by the Fund.
When
BlackRock and its Affiliates seek to purchase or sell the same assets for their managed accounts, including a Fund, the assets
actually purchased or sold may be allocated among the accounts on a basis determined in their good faith discretion to be equitable.
In some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition, transactions
in investments by one or more other accounts managed by BlackRock or its Affiliates may have the effect of diluting or otherwise
disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to small
capitalization, emerging market or less liquid strategies. This may occur when investment decisions regarding a Fund are based
on research or other information that is also used to support decisions for other accounts. When BlackRock or its Affiliates implements
a portfolio decision or strategy on behalf of another account ahead of, or contemporaneously with, similar decisions or strategies
for a Fund, market impact, liquidity constraints, or other factors could result in the Fund receiving less favorable trading results
and the costs of implementing such decisions or strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock
or its Affiliates may, in certain cases, elect to implement internal policies and procedures designed to limit such consequences,
which may cause a Fund to be unable to engage in certain activities, including purchasing or disposing of securities, when it
might otherwise be desirable for it to do so.
Conflicts
may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock or its Affiliates.
For example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security
sold short by (and therefore benefit) one or more Affiliates or their other accounts, and the purchase of a security or covering
of a short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) one or
more Affiliates or their other accounts.
BlackRock
and its Affiliates and their clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and
those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s
investments may be negatively impacted by the activities of BlackRock or its Affiliates or
their
clients, and transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would otherwise
have been the case.
The results
of a Fund’s investment activities may differ significantly from the results achieved by BlackRock and its Affiliates for
their proprietary accounts or other accounts (including investment companies or collective investment vehicles) managed or advised
by them. It is possible that one or more Affiliate-managed accounts and such other accounts will achieve investment results that
are substantially more or less favorable than the results achieved by a Fund. Moreover, it is possible that a Fund will sustain
losses during periods in which one or more Affiliates or Affiliate-managed accounts achieve significant profits on their trading
for proprietary or other accounts. The opposite result is also possible. The investment activities of one or more Affiliates for
their proprietary accounts and accounts under their management may also limit the investment opportunities for a Fund in certain
emerging and other markets in which limitations are imposed upon the amount of investment, in the aggregate or in individual issuers,
by affiliated foreign investors.
From
time to time, a Fund’s activities may also be restricted because of regulatory restrictions applicable to one or more Affiliates,
and/or their internal policies designed to comply with such restrictions. As a result, there may be periods, for example, when
BlackRock, and/or one or more Affiliates, will not initiate or recommend certain types of transactions in certain securities or
instruments with respect to which BlackRock and/or one or more Affiliates are performing services or when position limits have
been reached.
In connection
with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary technical models developed
by one or more Affiliates. BlackRock will not be under any obligation, however, to effect transactions on behalf of a Fund in
accordance with such analysis and models. In addition, neither BlackRock nor any of its Affiliates will have any obligation to
make available any information regarding their proprietary activities or strategies, or the activities or strategies used for
other accounts managed by them, for the benefit of the management of a Fund and it is not anticipated that BlackRock will have
access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of BlackRock
and its Affiliates, or the activities or strategies used for accounts managed by them or other customer accounts could conflict
with the transactions and strategies employed by BlackRock in managing a Fund.
In addition,
certain principals and certain employees of BlackRock are also principals or employees of BlackRock or another Affiliate. As a
result, the performance by these principals and employees of their obligations to such other entities may be a consideration of
which investors in a Fund should be aware.
BlackRock
may enter into transactions and invest in securities, instruments and currencies on behalf of a Fund in which customers of BlackRock
or its Affiliates, or, to the extent permitted by the Commission, BlackRock or another Affiliate, serves as the counterparty,
principal or issuer. In such cases, such party’s interests in the transaction will be adverse to the interests of the Fund,
and such party may have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the
transactions. In addition, the purchase, holding and sale of such investments by a Fund may enhance the profitability of BlackRock
or its Affiliates. One or more Affiliates may also create, write or issue derivatives for their customers, the underlying securities,
currencies or instruments of which may be those in which a Fund invests or which may be based on the performance of the Fund.
A Fund may, subject to applicable law, purchase investments that are the subject of an underwriting or other distribution by one
or more Affiliates and may also enter into transactions with other clients of an Affiliate where such other clients have interests
adverse to those of the Fund.
At times,
these activities may cause departments of BlackRock or its Affiliates to give advice to clients that may cause these clients to
take actions adverse to the interests of the Fund. To the extent affiliated transactions are permitted, a Fund will deal with
BlackRock and its Affiliates on an arms-length basis. BlackRock or its Affiliates may also have an ownership interest in certain
trading or information systems used by a Fund. A Fund’s use of such trading or information systems may enhance the profitability
of BlackRock and its Affiliates.
One or
more Affiliates may act as broker, dealer, agent, lender or adviser or in other commercial capacities for a Fund. It is anticipated
that the commissions, mark-ups, mark-downs, financial advisory fees, underwriting and placement fees, sales fees, financing and
commitment fees, brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by an Affiliate will
be in its view commercially reasonable, although each
Affiliate,
including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to the Affiliate and
such sales personnel.
Subject
to applicable law, the Affiliates (and their personnel and other distributors) will be entitled to retain fees and other amounts
that they receive in connection with their service to the Funds as broker, dealer, agent, lender, adviser or in other commercial
capacities and no accounting to the Funds or their shareholders will be required, and no fees or other compensation payable by
the Funds or their shareholders will be reduced by reason of receipt by an Affiliate of any such fees or other amounts.
When
an Affiliate acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Funds, the Affiliate
may take commercial steps in its own interests, which may have an adverse effect on the Funds. A Fund will be required to establish
business relationships with its counterparties based on the Fund’s own credit standing. Neither BlackRock nor any of the
Affiliates will have any obligation to allow their credit to be used in connection with a Fund’s establishment of its business
relationships, nor is it expected that the Fund’s counterparties will rely on the credit of BlackRock or any of the Affiliates
in evaluating the Fund’s creditworthiness.
Purchases
and sales of securities for a Fund may be bunched or aggregated with orders for other BlackRock client accounts. BlackRock and
its Affiliates, however, are not required to bunch or aggregate orders if portfolio management decisions for different accounts
are made separately, or if they determine that bunching or aggregating is not practicable, required or with cases involving client
direction.
Prevailing
trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities
purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or credited with the average
price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Funds. In addition, under
certain circumstances, the Funds will not be charged the same commission or commission equivalent rates in connection with a bunched
or aggregated order.
BlackRock
may select brokers (including, without limitation, Affiliates) that furnish BlackRock, the Funds, other BlackRock client accounts
or other Affiliates or personnel, directly or through correspondent relationships, with research or other appropriate services
which provide, in BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including
with respect to futures, fixed-price offerings and over-the-counter transactions). Such research or other services may include,
to the extent permitted by law, research reports on companies, industries and securities; economic and financial data; financial
publications; proxy analysis; trade industry seminars; computer data bases; research-oriented software and other services and
products.
Research
or other services obtained in this manner may be used in servicing any or all of the Funds and other BlackRock client accounts,
including in connection with BlackRock client accounts other than those that pay commissions to the broker relating to the research
or other service arrangements. Such products and services may disproportionately benefit other BlackRock client accounts relative
to the Funds based on the amount of brokerage commissions paid by the Funds and such other BlackRock client accounts. For example,
research or other services that are paid for through one client’s commissions may not be used in managing that client’s
account. In addition, other BlackRock client accounts may receive the benefit, including disproportionate benefits, of economies
of scale or price discounts in connection with products and services that may be provided to the Funds and to such other BlackRock
client accounts. To the extent that BlackRock uses soft dollars, it will not have to pay for those products and services itself.
BlackRock
may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer.
To the extent that BlackRock receives research on this basis, many of the same conflicts related to traditional soft dollars may
exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution,
clearing, and settlement services provided by the broker-dealer and will not be paid by BlackRock.
BlackRock
may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order
to ensure the continued receipt of research or other services BlackRock believes are useful in its investment decision-making
process. BlackRock may from time to time choose not to engage in the above described arrangements to varying degrees. BlackRock
may also enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer, including,
where permitted, an Affiliate, and
request
that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BlackRock.
To the extent that BlackRock engages in commission sharing arrangements, many of the same conflicts related to traditional soft
dollars may exist.
BlackRock
may utilize certain electronic crossing networks (“ECNs”) in executing client securities transactions for certain
types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The transaction
fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like commissions and markups/markdowns,
would generally be included in the cost of the securities purchased. Access fees may be paid by BlackRock even though incurred
in connection with executing transactions on behalf of clients, including the Funds. In certain circumstances, ECNs may offer
volume discounts that will reduce the access fees typically paid by BlackRock. This would have the effect of reducing the access
fees paid by BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client
transactions.
BlackRock
has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions that it
makes on behalf of advisory clients, including the Funds, and to help ensure that such decisions are made in accordance with BlackRock’s
fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting
decisions of BlackRock may have the effect of favoring the interests of other clients or businesses of other divisions or units
of BlackRock and/or its Affiliates, provided that BlackRock believes such voting decisions to be in accordance with its fiduciary
obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting Policies and Procedures.”
It is
also possible that, from time to time, BlackRock or its Affiliates may, although they are not required to, purchase and hold shares
of a Fund. Increasing a Fund’s assets may enhance investment flexibility and diversification and may contribute to economies
of scale that tend to reduce the Fund’s expense ratio. BlackRock and its Affiliates reserve the right to redeem at any time
some or all of the shares of a Fund acquired for their own accounts. A large redemption of shares of a Fund by BlackRock or its
Affiliates could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment
flexibility, portfolio diversification and expense ratio. BlackRock will consider the effect of redemptions on a Fund and other
shareholders in deciding whether to redeem its shares.
It is
possible that a Fund may invest in securities of companies with which an Affiliate has or is trying to develop investment banking
relationships as well as securities of entities in which BlackRock or its Affiliates has significant debt or equity investments
or in which an Affiliate makes a market. A Fund also may invest in securities of companies to which an Affiliate provides or may
someday provide research coverage. Such investments could cause conflicts between the interests of a Fund and the interests of
other clients of BlackRock or its Affiliates. In making investment decisions for a Fund, BlackRock is not permitted to obtain
or use material non-public information acquired by any division, department or Affiliate of BlackRock in the course of these activities.
In addition, from time to time, the activities of an Affiliate may limit a Fund’s flexibility in purchases and sales of
securities. When an Affiliate is engaged in an underwriting or other distribution of securities of an entity, BlackRock may be
prohibited from purchasing or recommending the purchase of certain securities of that entity for a Fund.
BlackRock
and its Affiliates, their personnel and other financial service providers have interests in promoting sales of the Funds. With
respect to BlackRock and its Affiliates and their personnel, the remuneration and profitability relating to services to and sales
of the Funds or other products may be greater than remuneration and profitability relating to services to and sales of certain
funds or other products that might be provided or offered. BlackRock and its Affiliates and their sales personnel may directly
or indirectly receive a portion of the fees and commissions charged to the Funds or their shareholders. BlackRock and its advisory
or other personnel may also benefit from increased amounts of assets under management. Fees and commissions may also be higher
than for other products or services, and the remuneration and profitability to BlackRock or its Affiliates and such personnel
resulting from transactions on behalf of or management of the Funds may be greater than the remuneration and profitability resulting
from other funds or products.
BlackRock
and its Affiliates and their personnel may receive greater compensation or greater profit in connection with an account for which
BlackRock serves as an adviser than with an account advised by an unaffiliated investment adviser. Differentials in compensation
may be related to the fact that BlackRock may pay a portion of its advisory fee to its Affiliate, or relate to compensation arrangements,
including for portfolio management, brokerage transactions or account servicing. Any differential in compensation may create a
financial incentive on the part of
BlackRock
or its Affiliates and their personnel to recommend BlackRock over unaffiliated investment advisers or to effect transactions differently
in one account over another.
BlackRock
and its Affiliates may provide valuation assistance to certain clients with respect to certain securities or other investments
and the valuation recommendations made for their clients’ accounts may differ from the valuations for the same securities
or investments assigned by a Fund’s pricing vendors, especially if such valuations are based on broker-dealer quotes or
other data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information
or determinations to a Fund’s pricing vendors and/or fund accountants, there may be instances where the Fund’s pricing
vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such security
or investment determined or recommended by BlackRock.
As disclosed
in more detail in “Pricing of Shares – Determination of Net Asset Value” in this Statement of Additional Information,
when market quotations are not readily available or are believed by BlackRock to be unreliable, a Fund’s investments may
be valued at fair value by BlackRock, pursuant to procedures adopted by the Funds’ Board of Directors. When determining
an asset’s “fair value,” BlackRock seeks to determine the price that a Fund might reasonably expect to receive
from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what
a Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair
value determinations will be based upon all available factors that BlackRock deems relevant at the time of the determination,
and may be based on analytical values determined by BlackRock using proprietary or third party valuation models, fair value represents
only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be
the price at which those assets could have been sold during the period in which the particular fair values were used in determining
a Fund’s net asset value. As a result, a Fund’s sale or redemption of its shares at net asset value, at a time when
a holding or holdings are valued by BlackRock (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting
or increasing the economic interest of existing shareholders.
To the
extent permitted by applicable law, a Fund may invest all or some of its short term cash investments in any money market fund
or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments, a Fund, to the extent
permitted by the Investment Company Act, may pay its share of expenses of a money market fund in which it invests, which may result
in a Fund bearing some additional expenses.
BlackRock
and its Affiliates and their directors, officers and employees, may buy and sell securities or other investments for their own
accounts, and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading
and investment strategies or constraints, positions may be taken by directors, officers, employees and Affiliates of BlackRock
that are the same, different from or made at different times than positions taken for the Fund. To lessen the possibility that
a Fund will be adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in
compliance with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment
professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions. Each
Code of Ethics can be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information about
obtaining documents on the Commission’s website may be obtained by calling the Commission at (800) SEC-0330. Each Code of
Ethics is also available on the EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and copies may be
obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov or by writing the Commission’s Public Reference
Section, Washington, DC 20549-0102.
BlackRock
and its Affiliates will not purchase securities or other property from, or sell securities or other property to, a Fund, except
that the Fund may in accordance with rules adopted under the Investment Company Act engage in transactions with accounts that
are affiliated with the Fund as a result of common officers, directors, or investment advisers or pursuant to exemptive orders
granted to the Funds and/or BlackRock by the Commission. These transactions would be affected in circumstances in which BlackRock
determined that it would be appropriate for the Fund to purchase and another client of BlackRock to sell, or the Fund to sell
and another client of BlackRock to purchase, the same security or instrument on the same day. From time to time, the activities
of a Fund may be restricted because of regulatory requirements applicable to BlackRock or its Affiliates and/or BlackRock’s
internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. A client not
advised by BlackRock would not be subject to some of those considerations. There may be periods when BlackRock may not initiate
or recommend certain types of transactions, or may otherwise restrict or limit their advice in certain securities or instruments
issued by or related to companies for which an Affiliate is performing investment banking,
market
making, advisory or other services or has proprietary positions. For example, when an Affiliate is engaged in an underwriting
or other distribution of securities of, or advisory services for, a company, the Funds may be prohibited from or limited in purchasing
or selling securities of that company. In addition, when BlackRock is engaged to provide advisory or risk management services
for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on behalf of a
Fund, particularly where such services result in BlackRock obtaining material non-public information about the company. Similar
situations could arise if personnel of BlackRock or its Affiliates serve as directors of companies the securities of which the
Funds wish to purchase or sell. However, if permitted by applicable law, and where consistent with BlackRock’s policies
and procedures (including the necessary implementation of appropriate information barriers), the Funds may purchase securities
or instruments that are issued by such companies, are the subject of an underwriting, distribution, or advisory assignment by
an Affiliate or are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock or
its Affiliates are directors or officers of the issuer.
In certain
circumstances where the Funds invest in securities issued by companies that operate in certain regulated industries, in certain
emerging or international markets, or are subject to corporate or regulatory ownership definitions, there may be limits on the
aggregate amount invested by Affiliates (including BlackRock) for their proprietary accounts and for client accounts (including
the Funds) that may not be exceeded without the grant of a license or other regulatory or corporate consent, or, if exceeded,
may cause BlackRock, the Funds or other client accounts to suffer disadvantages or business restrictions. As a result, BlackRock
on behalf of its clients (including the Funds) may limit purchases, sell existing investments, or otherwise restrict or limit
the exercise of rights (including voting rights) when BlackRock, in its sole discretion, deems it appropriate in light of potential
regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.
In those
circumstances where ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities
equitably among clients (including the Funds), taking into consideration benchmark weight and investment strategy. When ownership
in certain securities nears an applicable threshold, BlackRock may limit purchases in such securities to the issuer's weighting
in the applicable benchmark used by BlackRock to manage the Fund. If client (including Fund) holdings of an issuer exceed an applicable
threshold and BlackRock is unable to obtain relief to enable the continued holding of such investments, it may be necessary to
sell down these positions to meet the applicable limitations. In these cases, benchmark overweight positions will be sold prior
to benchmark positions being reduced to meet applicable limitations.
In addition
to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory authorities, and
such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect to such
security or asset.
BlackRock
and its Affiliates may maintain securities indices as part of their product offerings. Index based funds seek to track the performance
of securities indices and may use the name of the index in the fund name. Index providers, including BlackRock and its Affiliates
may be paid licensing fees for use of their index or index name. BlackRock and its Affiliates will not be obligated to license
their indices to BlackRock, and BlackRock cannot be assured that the terms of any index licensing agreement with BlackRock and
its Affiliates will be as favorable as those terms offered to other index licensees.
BlackRock
and its Affiliates may serve as Authorized Participants in the creation and redemption of exchange traded funds, including funds
advised by affiliates of BlackRock. BlackRock and its Affiliates may therefore be deemed to be participants in a distribution
of such exchange traded funds, which could render them statutory underwriters.
The custody
arrangement described in “Management and Other Service Arrangements” may lead to potential conflicts of interest with
BlackRock where BlackRock has agreed to waive fees and/or reimburse ordinary operating expenses in order to cap expenses of the
Funds. This is because the custody arrangements with the Funds’ custodian may have the effect of reducing custody fees when
the Funds leave cash balances uninvested. When a Fund’s actual operating expense ratio exceeds a stated cap, a reduction
in custody fees reduces the amount of waivers and/or reimbursements BlackRock would be required to make to the Fund. This could
be viewed as having the potential to provide BlackRock an incentive to keep high positive cash balances for Funds with expense
caps in order to offset fund custody fees that BlackRock might otherwise reimburse. However, BlackRock’s portfolio managers
do not
intentionally
keep uninvested balances high, but rather make investment decisions that they anticipate will be beneficial to fund performance.
Present
and future activities of BlackRock and its Affiliates, including BlackRock Advisors, LLC, in addition to those described in this
section, may give rise to additional conflicts of interest.
P
URCHASE
OF
S
HARES
Most BlackRock-advised open-end funds offer
multiple classes of shares under a plan adopted under Rule 18f-3 under the Investment Company Act. Investor A Shares are
sold to investors choosing the initial sales charge alternative and Investor B and Investor C Shares are sold to investors choosing
the deferred sales charge alternative. Effective July 1, 2009, Investor B Shares of each Fund are no longer available for purchase
except through exchanges, dividend reinvestments, and for purchase by certain employer-sponsored retirement plans. Shareholders
with investments in Investor B Shares as of July 1, 2009 may continue to hold such shares until they automatically convert to
Investor A Shares under the existing conversion schedule. All other features of Investor B Shares, including the Rule 12b-1 distribution
and service fees, contingent deferred sales charge schedules and conversion features, remain unchanged and continue in effect.
Institutional Shares and Institutional Daily Shares are sold to certain eligible investors without a sales charge. Certain Funds
offer Class R Shares, which are available only to certain employer-sponsored retirement plans and are sold without a sales
charge. In addition, certain Funds offer Service Shares, BlackRock Shares and/or Class K Shares that are available only to certain
eligible investors. Please see the appropriate Prospectus for your Fund to determine which classes are offered by your Fund and
under what circumstances. Each class has different exchange privileges. See “Shareholder Services — Exchange Privilege.”
The applicable
offering price for purchase orders is based on the net asset value of a Fund next determined after receipt of the purchase order
by a dealer or other financial intermediary (“Selling Dealer”) that has been authorized by the Distributor by contract
to accept such orders. As to purchase orders received by Selling Dealers prior to the close of business on the New York Stock
Exchange (“NYSE”) (generally, the NYSE closes at 4:00 p.m. Eastern time), on the day the order is placed, including
orders received after the close of business on the previous day, the applicable offering price is based on the net asset value
determined as of the close of business on the NYSE on that day. If the purchase orders are not received by the Selling Dealer
before the close of business on the NYSE, such orders are deemed received on the next business day. It is the responsibility of
brokers to transmit purchase orders and payment on a timely basis. Generally, if payment is not received within the period described
in the prospectuses, the order will be canceled, notice thereof will be given, and the broker and its customers will be responsible
for any loss to the Fund or its shareholders. Orders of less than $500 may be mailed by a broker to the Transfer Agent.
The minimum
investment for the initial purchase of shares is set forth in the prospectus for each Fund. The minimum initial investment for
employees of a Fund, a Fund’s Manager, Sub-Advisers or BRIL or employees of their affiliates is $100, unless payment is
made through a payroll deduction program in which case the minimum investment is $25.
Each
Fund has lower investment minimums for other categories of shareholders eligible to purchase Institutional and Institutional Daily
Shares, including selected fee-based programs. Each Fund may permit a lower initial investment for certain investors if their
purchase, combined with purchases by other investors received together by the Fund, meets the minimum investment requirement.
Each Fund may reject any purchase order, modify or waive the minimum initial or subsequent investment requirements and suspend
and resume the sale of any share class of any Fund at any time.
Under
certain circumstances, each Fund may permit certain firms to convert shares of a Fund from one class of shares to another class
of shares of the same Fund. Shareholders should consult with their own tax advisors regarding any tax consequences relating to
such conversions.
Each
Fund or the Distributor may suspend the continuous offering of the Fund’s shares of any class at any time in response to
conditions in the securities markets or otherwise and may resume offering the shares from time to time. Any order may be rejected
by a Fund or the Distributor. Neither the Distributor, the securities dealers nor other financial intermediaries are permitted
to withhold placing orders to benefit themselves by a price change.
The term
“purchase,” as used in the Prospectus and this Statement of Additional Information, refers to (i) a single purchase
by an individual, (ii) concurrent purchases by an individual, his or her spouse and their children under the age of 21 years
purchasing shares for his, her or their own account, and (iii) single purchases by a trustee or other fiduciary purchasing
shares for a single trust estate or single fiduciary account although more than one beneficiary may be involved. The term “purchase”
also includes purchases by any “company,” as that term is defined in the Investment Company Act, but does not include
purchases by (i) any company that has not been in existence for at least six months, (ii) a company that has no purpose
other than the purchase of shares of a Fund or shares of other registered investment companies at a discount, or (iii) any
group of individuals whose sole organizational nexus is that its participants are credit cardholders of a company, policyholders
of an insurance company, customers of either a bank or broker-dealer or clients of an investment adviser.
In-Kind Purchases.
Payment for shares
of a Fund may, at the discretion of BlackRock, be made in the form of securities that are permissible investments for the Fund
and that meet the investment objective, policies and limitations of the Fund as described herein. In connection with an in-kind
securities payment, the Fund may require, among other things, that the securities: (i) be valued on the day of purchase in accordance
with the pricing methods used by the Fund; (ii) be accompanied by satisfactory assurance that the Fund will have good and marketable
title to such securities; (iii) not be subject to any restrictions upon resale by the Fund; (iv) be in proper form for transfer
to the Fund; and (v) be accompanied by adequate information concerning the basis and other tax matters relating to the securities.
All dividends, interest, subscription or other rights pertaining to such securities shall become the property of the Fund engaged
in the in-kind purchase transaction and must be delivered to the Fund by the investor upon receipt from the issuer. Shares purchased
in exchange for securities generally cannot be redeemed until the transfer has settled.
Institutional
Shares and Institutional Daily Shares
Institutional
and Institutional Daily Shares may be purchased at net asset value without a sales charge. Only certain investors are eligible
to purchase Institutional Shares. Investors who are eligible to purchase Institutional Shares should purchase Institutional Shares
because they are not subject to any sales charge and have lower ongoing expenses than Investor A, Investor A1, Investor B, Investor
B1, Investor B3, Investor C, Investor C1, Investor C2, Investor C3, Class R or Service Shares. A Fund may in its discretion waive
or modify any minimum investment amount, may reject any order for any class of shares and may suspend and resume the sale of shares
of any Fund at any time.
Eligible
Institutional Share Investors.
Institutional Shares of the Funds may be purchased by customers of broker-dealers and agents
that have established a servicing relationship with the Fund on behalf of their customers. These broker-dealers and agents may
impose additional or different conditions on the purchase or redemption of Fund shares by their customers and may charge their
customers transaction, account or other fees on the purchase and redemption of Fund shares. Each broker-dealer or agent is responsible
for transmitting to its customers a schedule of any such fees and information regarding any additional or different conditions
regarding purchases and redemptions. Shareholders who are customers of such broker-dealers or agents should consult them for information
regarding these fees and conditions.
Payment
for Institutional Shares must normally be made in Federal funds or other funds immediately available by 4 p.m. (Eastern time)
on the first business day following receipt of the order. Payment may also, in the discretion of the Fund, be made in the form
of securities that are permissible investments for the Fund. If payment for a purchase order is not received by the prescribed
time, an investor may be liable for any resulting losses or expenses incurred by the Fund.
Payment
for Institutional Daily Shares must normally by made in Federal funds or other funds immediately available by the close of the
Federal funds wire (normally 6:00 p.m. Eastern time) on the same business day as the receipt of the order. Payment may also, in
the discretion of the Fund, be made in the form of securities that are permissible investments for the Fund. If payment for a
purchase order is not received by the prescribed time, the order will generally be canceled and the investor may be liable for
any resulting losses or expenses incurred by the Fund.
Investors who currently own Institutional
Shares or Institutional Daily Shares in a shareholder account are entitled to purchase additional Institutional Shares or Institutional
Daily Shares of a Fund in that account. In addition, the
following
investors may purchase Institutional Shares or Institutional Daily Shares: employees, officers and directors/trustees
of BlackRock, Inc., BlackRock Funds, Bank of America Corporation (BofA Corp.), The PNC Financial Services Group Inc., Barclays PLC
or their respective affiliates and any trust, pension, profit-sharing or other benefit plan for such persons; institutional
and individual retail investors with a minimum investment of $2 million who purchase through certain broker-dealers
or directly from the Fund; certain employer-sponsored retirement plans (which, for this purpose, do not include SEP IRAs,
SIMPLE IRAs or SARSEPs); investors in selected fee based programs; clients of registered investment advisers who have
$250,000 invested in the Funds; clients of the trust departments of PNC Bank and Bank of America, N.A. and their affiliates
for whom they (i) act in a fiduciary capacity (excluding participant directed employee benefit plans); (ii) otherwise
have investment discretion; or (iii) act as custodian for at least $2 million in assets; unaffiliated banks,
thrifts or trust companies that have agreements with the Distributor; certain state sponsored 529 college savings plans; and
holders of certain BofA Corp. sponsored unit investment trusts (UITs) who reinvest dividends received from such UITs in
shares of a Fund.
Purchase
Privileges of Certain Persons.
Employees, officers, directors/trustees of BlackRock, Inc., BlackRock Funds, BofA
Corp., The PNC Financial Services Group Inc., or their respective affiliates; and any trust, pension, profit-sharing or other
benefit plan for such persons may purchase Institutional or Institutional Daily Shares at lower investment minimums than
stated in each Fund’s prospectus. In addition, employees, officers, directors/trustees previously associated with PNC
Global Investment Servicing (U.S.) Inc. in its capacity as the Funds' former Transfer Agent and/or accounting agent, and who,
prior to July 1, 2010, acquired Investor A Shares in a Fund without paying a sales charge based on a waiver for such
persons previously in effect, may continue to buy Investor A Shares in such Fund without paying a sales charge. A Fund
realizes economies of scale and reduction of sales-related expenses by virtue of the familiarity of these persons with the
Fund. Employees, directors, and board members of other funds wishing to purchase shares of a Fund must satisfy the
Fund’s suitability standards.
Initial
Sales Charge Alternative — Investor A Shares
Investors who prefer an initial sales charge
alternative may elect to purchase Investor A Shares. Investor A1 Shares generally are not continuously offered but are offered
(i) for purchase by certain employer-sponsored retirement plans and (ii) to certain investors who currently hold Investor A1 Shares
for dividend and capital gain reinvestment only. For ease of reference, Investor A and Investor A1 Shares are sometimes referred
to herein as “front-end load shares.”
Investors qualifying for significantly
reduced initial sales charges may find the initial sales charge alternative particularly attractive because similar sales charge
reductions are not available with respect to the deferred sales charges imposed in connection with investments in Investor B,
Investor B1, Investor B3, Investor C, Investor C1, Investor C2 and Investor C3 Shares (sometimes referred to herein as “CDSC
shares”). Investors who do not qualify for reduced initial sales charges and who expect to maintain their investment for
an extended period of time also may elect to purchase Investor A Shares, because over time the accumulated ongoing service and
distribution fees on CDSC shares may exceed the front-end load shares’ initial sales charge and service fee. Although some
investors who previously purchased Institutional Shares may no longer be eligible to purchase Institutional Shares of other Funds,
those previously purchased Institutional Shares, together with all BlackRock front-end load and CDSC share holdings, will count
toward a right of accumulation that may qualify the investor for a reduced initial sales charge on new initial sales charge purchases.
In addition, the ongoing CDSC shares service and distribution fees will cause CDSC shares to have higher expense ratios, pay lower
dividends and have lower total returns than the initial sales charge shares. The ongoing front-end load shares’ service
fees will cause Investor A, Investor A1 and Service Shares to have a higher expense ratio, pay lower dividends and have a lower
total return than Institutional Shares.
See “Information
on Sales Charges and Distribution Related Expenses — Investor A Sales Charge Information” in Part I of each Fund’s
Statement of Additional Information for information about amounts paid to the Distributor in connection with Investor A and Investor
A1 Shares for the periods indicated.
The Distributor
may reallow discounts to selected securities dealers and other financial intermediaries and retain the balance over such discounts.
At times a Distributor may reallow the entire sales charge to such dealers. Since securities dealers and other financial intermediaries
selling front-end load shares of a Fund will receive a concession equal to most of the sales charge, they may be deemed to be
underwriters under the Securities Act.
Reduced
Initial Sales Charges
Certain
investors may be eligible for a reduction in or waiver of a sales load due to the nature of the investors and/or the reduced sales
efforts necessary to obtain their investments.
Reinvested
Dividends.
No sales charges are imposed upon shares issued as a result of the automatic reinvestment of dividends.
Rights
of Accumulation.
Investors have a “right of accumulation” under which the current value of an investor’s
existing Investor A, Investor A1, Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2, Investor C3 and
Institutional Shares in most BlackRock Funds and the investment in the BlackRock College Advantage 529 Program by the investor
or by or on behalf of the investor’s spouse and minor children may be combined with the amount of the current purchase in
determining whether an investor qualifies for a breakpoint and a reduced front-end sales charge. Financial intermediaries may
value current holdings of their customers differently for purposes of determining whether an investor qualifies for a breakpoint
and a reduced front-end sales charge, although customers of the same financial intermediary will be treated similarly. In order
to use this right, the investor must alert BlackRock to the existence of any previously purchased shares.
Letter
of Intent.
An investor may qualify for a reduced front-end sales charge immediately by signing a “Letter of Intent”
stating the investor’s intention to buy a specified amount of Investor A, Investor B, Investor C or Institutional Shares
in one or more BlackRock Funds within the next 13 months that would, if bought all at once, qualify the investor for a reduced
sales charge. The initial investment must meet the minimum initial purchase requirement. The 13-month Letter of Intent period
commences on the day that the Letter of Intent is received by the Fund, and the investor must tell the Fund that later purchases
are subject to the Letter of Intent. Purchases submitted prior to the date the Letter of Intent is received by the Fund are not
counted toward the sales charge reduction. During the term of the Letter of Intent, the Fund will hold Investor A Shares representing
up to 5% of the indicated amount in an escrow account for payment of a higher sales load if the full amount indicated in the Letter
of Intent is not purchased. If the full amount indicated is not purchased within the 13-month period, and the investor does not
pay the higher sales load within 20 days, the Fund will redeem enough of the Investor A Shares held in escrow to pay the difference.
Purchase
Privileges of Certain Persons.
BlackRock may pay placement fees to
dealers on purchases of Investor A Shares of all Funds, which may depend on the policies, procedures and trading platforms of
your financial intermediary.
Except
as noted below these placement fees may be up to the following amounts:
$1 million but less than $3 million
|
|
0.50%
|
$3 million but less than $15 million
|
|
0.25%
|
$15 million and above
|
|
0.15%
|
With
respect to BlackRock Total Return Fund of BlackRock Bond Fund, Inc., and BlackRock High Yield Bond Portfolio, BlackRock International
Bond Portfolio and BlackRock Core Bond Portfolio of BlackRock Funds II, and BlackRock U.S. Mortgage Portfolio of Managed Account
Series, and BlackRock Global Long/Short Credit Fund of BlackRock Funds, and BlackRock CoreAlpha Bond Fund of BlackRock Funds III,
and BlackRock CoRI 2015 Fund, BlackRock CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund and BlackRock CoRI
2023 Fund of BlackRock CoRI Funds, the placement fees may be up to the following amounts:
$1 million but less
than $3 million
|
|
0.75%
|
$3 million but less
than $15 million
|
|
0.50%
|
$15 million and above
|
|
0.25%
|
With respect to the BlackRock Inflation
Protected Bond Portfolio of BlackRock Funds II, the placement fees may be up to the following amounts:
$1 million but less
than $3 million
|
|
0.15%
|
$3 million but less than $15 million
|
|
0.10%
|
$15 million and above
|
|
0.05%
|
With respect to the Emerging Markets
Flexible Dynamic Bond Portfolio of BlackRock Funds II, the placement fees may be up to the following amounts:
$1 million but less
than $3 million
|
|
1.00%
|
$3 million but less than $15 million
|
|
0.50%
|
$15 million and above
|
|
0.25%
|
With respect to BlackRock Low Duration
Bond Portfolio, BlackRock Floating Rate Income Portfolio, BlackRock Secured Credit Portfolio and BlackRock Strategic Income Opportunities
Portfolio of BlackRock Funds II, the placement fees may be up to the following amounts:
$500,000
but less than $3 million
|
|
0.75%
|
$3 million
but less than $15 million
|
|
0.50%
|
$15 million
and above
|
|
0.25%
|
With respect to all Tax Exempt Fixed-Income
Funds, the placement fees may be up to the following amounts:
$1 million but less
than $4 million
|
|
1.00%
|
$4 million but less than $10 million
|
|
0.50%
|
$10 million and above
|
|
0.25%
|
With respect to the Short-Term Municipal
Bond Fund of BlackRock Municipal Bond Fund, Inc. the placement fees may be up to the following amounts:
For
the tables above, the placement fees indicated will apply up to the indicated breakpoint (so that, for example, a sale of $4 million
worth of BlackRock Strategic Income Opportunities Portfolio Investor A Shares will result in a placement fee of up to 0.75% on
the first $3 million and 0.50% on the final $1 million).
Other
. The following persons may
also buy Investor A Shares without paying a sales charge: (a) certain employer-sponsored retirement plans (for purposes of this
waiver, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs); (b) rollovers of current investments
through certain employer-sponsored retirement plans provided the shares are transferred to the same BlackRock Fund as either a
direct rollover, or subsequent to distribution, the rolled-over proceeds are contributed to a BlackRock IRA through an account
directly with the Fund; or purchases by IRA programs that are sponsored by financial intermediary firms provided the financial
intermediary firm has entered into a Class A Net Asset Value agreement with respect to such program with
the Distributor; (c) insurance company
separate accounts; (d) registered investment advisers, trust companies and bank trust departments exercising discretionary investment
authority with respect to amounts to be invested in a Fund; (e) persons participating in a fee-based program (such as a wrap account)
under which they pay advisory fees to a broker-dealer or other financial institution; (f) financial intermediaries who have entered
into an agreement with the Distributor and have been approved by the Distributor to offer Fund shares to self-directed investment
brokerage accounts that may or may not charge a transaction fee; (g) state sponsored 529 college savings plans; and (h) persons
involuntarily liquidated from a Fund, who within 60 days of liquidation buy new shares of another BlackRock Fund (but only up
to the amount that was liquidated). The following persons associated with the Funds, the Fund’s Manager, Sub-Advisers, Transfer
Agent, Distributor, fund accounting agents, Barclays PLC and their affiliates may buy Investor A Shares of each of the Funds without
paying a sales charge to the extent permitted by these firms including: (a) officers, directors and partners; (b) employees and
retirees; (c) employees of firms who have entered into selling agreements to distribute shares of BlackRock-advised funds; (d)
immediate family members of such persons (“immediate family members” shall be defined as the investor, the investor’s
spouse or domestic partner, children, parents and siblings); and (e) any trust, pension, profit-sharing or other benefit plan
for any of the persons set forth in (a) through (d). Investors who qualify for any of these exemptions from the sales charge should
purchase Investor A Shares. The availability of Investor A Shares sales charge waivers may depend upon the policies, procedures
and trading platforms of your financial intermediary; consult your financial adviser.
If you invest $1,000,000 ($250,000 for
BlackRock Short-Term Municipal Fund of BlackRock Municipal Bond Fund, Inc., $500,000 for BlackRock Low Duration Bond Portfolio,
BlackRock Floating Rate Income Portfolio, BlackRock Secured Credit Portfolio and BlackRock Strategic Income Opportunities Portfolio
of BlackRock Funds II) or more in Investor A or Investor A1 Shares, you may not pay an initial sales charge. However, if you redeem
your Investor A or Investor A1 Shares within eighteen months after purchase, you may be charged a deferred sales charge. The deferred
sales charge on Investor A Shares is not charged in connection with: (a) redemptions of Investor A Shares purchased through certain
employer-sponsored retirement plans and rollovers of current investments in a Fund through such plans; (b) exchanges described
in “Exchange Privilege” below; (c) redemptions made in connection with minimum required distributions due to the shareholder
reaching age 70
1
/
2
from IRA and 403(b)(7) accounts; (d) certain post-retirement
withdrawals from an IRA or other retirement plan if you are over 59
1
/
2
years old
and you purchased your shares prior to October 2, 2006; (e) redemptions made with respect to certain retirement plans sponsored
by a Fund, BlackRock or its affiliates; (f) redemptions (i) within one year of a shareholder’s death or, if later, the receipt
of a certified probate settlement (including in connection with the distribution of account assets to a beneficiary of the decedent)
or (ii) in connection with a shareholder’s disability (as defined in the Code) subsequent to the purchase of Investor A
Shares; (g) involuntary redemptions of Investor A Shares in accounts with low balances; (h) certain redemptions made pursuant
to the Systematic Withdrawal Plan (described below); (i) redemptions related to the payment of BNY Mellon Investment Servicing
Trust Company custodial IRA fees; and (j) redemptions when a shareholder can demonstrate hardship, in the absolute discretion
of a Fund.
With respect to certain employer-sponsored
retirement plans, if a dealer waives its right to receive a placement fee, the Fund may, at its own discretion, waive the CDSC
(as defined below) related to purchases of $1,000,000 ($250,000 for BlackRock Short-Term Municipal Fund of BlackRock Municipal
Bond Fund, Inc., and $500,000 for BlackRock Low Duration Bond Portfolio, BlackRock Floating Rate Income Portfolio, BlackRock Secured
Credit Portfolio and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds II) or more of Investor A Shares. This
may depend upon the policies, procedures and trading platforms of your financial intermediary; consult your financial adviser.
Investor
A Shares are also available at net asset value to investors that, for regulatory reasons, are required to transfer investment
positions from a
foreign
registered investment company advised by BlackRock or its affiliates
to a U.S. registered BlackRock-advised fund.
Acquisition
of Certain Investment Companies.
Investor A Shares may be offered at net asset value in connection with the acquisition of
the assets of or merger or consolidation with a personal holding company or a public or private investment company.
Purchases
Through Certain Financial Intermediaries.
Reduced sales charges may be applicable for purchases of Investor A or Investor
A1 Shares of a Fund through certain financial advisers, selected securities dealers and other financial intermediaries that meet
and adhere to standards established by the Manager from time to time.
Deferred
Sales Charge Alternative — Investor B and Investor C Shares
Investor
B, Investor B1 and Investor B3 Shares generally are not continuously offered but are offered by exchange (Investor B Shares only)
and also to certain investors who currently hold Investor B, Investor B1 or Investor B3 Shares for dividend and capital gain reinvestment.
In addition, certain employer-sponsored retirement plans
that currently hold Investor
B, Investor B1 or Investor B3 Shares may purchase additional Investor B, Investor B1 or Investor B3 Shares or effect exchanges
between Funds in those classes.
Investors
choosing the deferred sales charge alternative should consider Investor C Shares if they are uncertain as to the length of time
they intend to hold their assets in a Fund. If you select Investor C Shares, you do not pay an initial sales charge at the time
of purchase. A Fund will not accept a purchase order of $500,000 or more for Investor C Shares.
If you
select Investor C, Investor C1, Investor C2 or Investor C3 Shares, you do not pay an initial sales charge at the time of purchase.
Investor C1, Investor C2 and Investor C3 Shares generally are not continuously offered but are offered (i) for purchase by certain
employer-sponsored retirement plans
and (ii) to certain investors who currently hold
Investor C1, Investor C2 or Investor C3 Shares for dividend and capital gain reinvestment.
The
deferred sales charge alternatives may be particularly appealing to investors who do not qualify for the reduction in initial
sales charges. CDSC shares are subject to ongoing service fees and distribution fees; however, these fees potentially may be
offset to the extent any return is realized on the additional funds initially invested in CDSC shares. In addition, certain
Investor B, Investor B1 and Investor B3 Shares will be converted into Investor A or Investor A1 Shares, as set forth in each
Fund’s prospectus, of a Fund after a conversion period of approximately seven years (ten years for BlackRock California
Municipal Bond Fund, BlackRock High Yield Bond Portfolio (Investor B1 Shares), BlackRock Low Duration Bond Portfolio
(Investor B3 Shares), BlackRock National Municipal Fund (Investor B Shares), BlackRock Total Return Fund (Investor B and Investor
B1 Shares), BlackRock U.S. Government Bond Portfolio (Investor B1 Shares) and BlackRock World Income Fund) and,
thereafter, investors will be subject to lower ongoing fees.
BlackRock
compensates financial advisers and other financial intermediaries for selling CDSC shares at the time of purchase from its own
funds. Proceeds from the CDSC (as defined below) and the distribution fee are paid to the Distributor and are used by the Distributor
to defray the expenses of securities dealers or other financial intermediaries related to providing distribution-related services
to each Fund in connection with the sale of the CDSC shares. The combination of the CDSC and the ongoing distribution fee facilitates
the ability of each Fund to sell the CDSC shares without a sales charge being deducted at the time of purchase. See “Distribution
Plans” below. Imposition of the CDSC and the distribution fee on CDSC shares is limited by the NASD asset-based sales charge
rule. See “Limitations on the Payment of Deferred Sales Charges” below.
Dealers
will generally receive commissions equal to 4.00% of Investor B Shares sold by them plus ongoing fees under the Fund’s Distribution
and Service Plan. Dealers may not receive a commission in connection with sales of Investor B, Investor B1 or Investor B3 Shares
to certain employer-sponsored retirement plans
sponsored by the Fund, BlackRock or
its affiliates, but may receive fees under the Distribution and Service Plan. These commissions and payments may be different
than the reallowances, placement fees and commissions paid to dealers in connection with sales of Investor A, Investor A1, Investor
C, Investor C1, Investor C2 and Investor C3 Shares.
Dealers
will generally immediately receive commissions equal to 1.00% of the Investor C Shares sold by them plus ongoing fees under the
Fund’s Distribution and Service Plan. Dealers may not receive a commission in connection with sales of Investor C, Investor
C1, Investor C2 or Investor C3 Shares to certain employer-sponsored retirement plans sponsored by the Fund, BlackRock or its affiliates,
but may receive fees under the Amended and Restated Distribution and Service Plan. These commissions and payments may be different
than the reallowances, placement fees and commissions paid to dealers in connection with sales of Investor A, Investor A1, Investor
B, Investor B1 and Investor B3 Shares. These may depend upon the policies, procedures and trading platforms of your financial
intermediary; consult your financial adviser.
Contingent
Deferred Sales Charges — Investor B, Investor B1 and Investor B3 Shares.
If you redeem Investor B, Investor B1
or Investor B3 Shares within six years of purchase (three years for Investor B1 Shares of BlackRock Total Return Fund of BlackRock
Bond Fund, Inc.), you may be charged a contingent deferred sales charge (“CDSC”) at the rates indicated in the Fund’s
Prospectus and below. The CDSC will be calculated in a manner that results in the lowest applicable rate being charged. The charge
will be assessed on an amount equal to the lesser of the proceeds of redemption or the cost of the shares being redeemed. Accordingly,
no CDSC will be imposed on increases in net asset value above the initial purchase price. In addition, no CDSC will be assessed
on shares acquired through reinvestment of dividends. The order of redemption will be first of shares held for over six years
or three years, as applicable, in the case of Investor B Shares, next of shares acquired pursuant to reinvestment of dividends,
and finally of shares in the order of those held longest. The same order of redemption will apply if you transfer shares from
your account to another account. If you exchange your Investor B or Investor B1 Shares for Investor B Shares of another fund,
the CDSC schedule that applies to the shares that you originally purchased will continue to apply to the shares you acquire in
the exchange.
The following table sets forth the
CDSC schedule that applies to the Investor B Shares for the following Funds: BlackRock Total Return Fund of BlackRock Bond Fund,
Inc., BlackRock World Income Fund, Inc., BlackRock California Municipal Bond Fund of BlackRock California Municipal Series Trust
and BlackRock National Municipal Bond Fund of BlackRock Municipal Series Fund, Inc., and to the Investor B1 Shares for all Funds,
as applicable, except for BlackRock Total Return Fund of BlackRock Bond Fund, Inc., and to the Investor B3 Shares for all Funds,
as applicable:
Years Since Purchase
Payment Made
|
CDSC as a Percentage
of Dollar Amount
Subject to Charge*
|
0 — 1
|
4.00%
|
1 — 2
|
4.00%
|
2 — 3
|
3.00%
|
3 — 4
|
3.00%
|
4 — 5
|
2.00%
|
5 — 6
|
1.00%
|
6 and thereafter
|
None
|
The
following table sets forth the CDSC schedule that applies to the Investor B Shares of BlackRock GNMA Portfolio, BlackRock High
Yield Bond Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock U.S. Government Bond Portfolio, BlackRock Core Bond
Portfolio and BlackRock Low Duration Bond Portfolio, each of BlackRock Funds II:
Years Since Purchase
Payment Made
|
CDSC as a Percentage
of Dollar Amount
Subject to Charge*
|
0 — 1
|
4.50%
|
1 — 2
|
4.00%
|
2 — 3
|
3.50%
|
3 — 4
|
3.00%
|
4 — 5
|
2.00%
|
5 — 6
|
1.00%
|
6 and thereafter
|
None
|
To provide
an example, assume an investor purchased 100 shares at $10 per share (at a cost of $1,000) and in the third year after purchase,
the net asset value per share is $12 and, during such time, the investor has acquired 10 additional shares upon dividend reinvestment.
If at such time the investor makes his or her first redemption of 50 shares (proceeds of $600), 10 shares will not be subject
to a CDSC because they were issued through dividend reinvestment. With respect to the remaining 40 shares, the charge is applied
only to the original cost of $10 per share and not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds will be charged at a rate of 3.00% (the applicable rate in the third year after purchase).
The following table sets forth the
CDSC schedule that applies to the Investor B1 Shares for Total Return Fund of BlackRock Bond Fund, Inc.:
Years Since Purchase
Payment Made
|
CDSC as a Percentage
of Dollar Amount
Subject to Charge*
|
0 — 1
|
1.00%
|
1 — 2
|
0.50%
|
2 — 3
|
0.25%
|
3 and thereafter
|
None
|
|
*
|
The percentage charge will apply to the
lesser of the original cost of the shares being redeemed or the proceeds
of your redemption. Shares acquired through reinvestment of dividends
are not subject to a deferred sales charge. Not all BlackRock funds have
identical deferred sales charge schedules. If you exchange your shares
for shares of another fund, the original charge will apply.
|
Conversion of Investor B Shares, Investor
B1 and Investor B3 Shares to Investor A Shares or A1 Shares.
Approximately ten years after purchase (the “Conversion
Period”), Investor B, Investor B1 and Investor B3 Shares of each Fund (except BlackRock U.S. Government Bond Portfolio,
BlackRock GNMA Portfolio, BlackRock High Yield Bond Portfolio, BlackRock Inflation Protected Bond Portfolio, BlackRock Low Duration
Bond Portfolio, and BlackRock Core Bond Portfolio) will convert automatically into Investor A or Investor A1 Shares, as set forth
in each Fund’s prospectus, of that Fund (the “Conversion”). The Conversion Period for Investor B Shares of BlackRock
GNMA Portfolio, BlackRock U.S. Government Bond Portfolio, BlackRock High Yield Bond Portfolio, BlackRock Inflation Protected Bond
Portfolio, BlackRock Low Duration Bond Portfolio and BlackRock Core Bond Portfolio is approximately seven years. The Conversion
will occur at least once each month (on the “Conversion Date”) on the basis of the relative net asset value of the
shares of the two classes on the Conversion Date, without the imposition of any sales load, fee or other charge. The Conversion
will not be deemed a purchase or sale of the shares for Federal income tax purposes.
Shares
acquired through reinvestment of dividends on Investor B, Investor B1 or Investor B3 Shares will also convert automatically to
Investor A or Investor A1 Shares, as set forth in each Fund’s prospectus. The Conversion Date for dividend reinvestment
shares will be calculated taking into account the length of time the shares underlying the dividend reinvestment shares were outstanding.
In
general, Investor B Shares of equity funds will convert approximately eight years after initial purchase and Investor B, Investor
B1 and Investor B3 Shares of taxable and tax-exempt fixed income Funds will
convert
approximately ten years after initial purchase. A seven year Conversion Period will apply to certain shares of certain Funds issued
in connection with the acquisition of another fund. If you exchange Investor B, Investor B1 or Investor B3 Shares with an eight-year
Conversion Period for Investor B Shares with a ten-year Conversion Period, or vice versa, the Conversion Period that applies to
the shares you acquire in the exchange will apply and the holding period for the shares exchanged will be tacked on to the holding
period for the shares acquired. The Conversion Period also may be modified for investors that participate in certain fee-based
programs. See “Shareholder Services — Fee-Based Programs.”
If
you own shares of a Fund that, in the past, issued stock certificates and you continue to hold such stock certificates, you must
deliver any certificates for Investor B Shares of the Fund to be converted to the Transfer Agent at least one week prior to the
Conversion Date applicable to those shares. If the Transfer Agent does not receive the certificates at least one week prior to
the Conversion Date, your Investor B, Investor B1 or Investor B3 Shares will convert to Investor A or Investor A1 Shares, as set
forth in each Fund’s prospectus, on the next scheduled Conversion Date after the certificates are delivered.
Contingent
Deferred Sales Charge — Investor C Shares
Investor
C, Investor C1, Investor C2 and Investor C3 Shares that are redeemed within one year of purchase may be subject to a 1.00% CDSC
charged as a percentage of the dollar amount subject thereto. In determining whether an Investor C, Investor C1, Investor C2 or
Investor C3 Shares CDSC is applicable to a redemption, the calculation will be determined in the manner that results in the lowest
possible rate being charged. The charge will be assessed on an amount equal to the lesser of the proceeds of redemption or the
cost of the shares being redeemed. Accordingly, no CDSC will be imposed on increases in net asset value above the initial purchase
price of Investor C, Investor C1, Investor C2 and Investor C3 Shares. In addition, no CDSC will be assessed on Investor C, Investor
C1, Investor C2 and Investor C3 Shares acquired through reinvestment of dividends. It will be assumed that the redemption is first
of shares held for over one year or shares acquired pursuant to reinvestment of dividends and then of shares held longest during
the one-year period. A transfer of shares from a shareholder’s account to another account will be assumed to be made in
the same order as a redemption.
See “Information
on Sales Charges and Distribution Related Expenses — Investor B and Investor C Sales Charge Information” in Part I
of each Fund’s Statement of Additional Information for information about amounts paid to the Distributor in connection with
CDSC shares for the periods indicated.
Investor
B and Investor C Shares — Contingent Deferred Sales Charge Waivers and Reductions
The
CDSC on Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 and Investor C3 Shares is not charged in connection
with: (1) redemptions of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 and Investor C3 Shares purchased
through certain employer-sponsored retirement plans and rollovers of current investments in the Fund through such plans; (2) exchanges
described in “Exchange Privilege” below; (3) redemptions made in connection with minimum required distributions due
to the shareholder reaching age 70
1
/
2
from IRA and 403(b)(7) accounts; (4) certain
post-retirement withdrawals from an IRA or other retirement plan if you are over 59
1
/
2
years old and you purchased your shares prior to October 2, 2006; (5) redemptions made with respect to certain retirement
plans sponsored by the Fund, BlackRock or its affiliates; (6) redemptions in connection with a shareholder’s death as long
as the waiver request is made within one year of death or, if later, reasonably promptly following completion of probate (including
in connection with the distribution of account assets to a beneficiary of the decedent) or disability (as defined in the Code)
subsequent to the purchase of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 or Investor C3 Shares;
(7) withdrawals resulting from shareholder disability (as defined in the Code) as long as the disability arose subsequent to the
purchase of the shares; (8) involuntary redemptions of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor
C2 or Investor C3 Shares in accounts with low balances as described in “Redemption of Shares” below; (9) redemptions
made pursuant to a systematic withdrawal plan, subject to the limitations set forth under “Systematic Withdrawal Plan”
below; (10) redemptions related to the payment of BNY Mellon Investment Servicing Trust Company custodial IRA fees; and (11) redemptions
when a shareholder can demonstrate hardship, in the absolute discretion of the Fund. In addition, no CDSC is charged on Investor
B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 or Investor C3 Shares acquired through the reinvestment of dividends
or distributions.
Class
R Shares
Certain
of the Funds offer Class R Shares as described in each such Fund’s Prospectus. Class R Shares are available only to certain
employer-sponsored retirement plans. Class R Shares are not subject to an initial sales charge or a CDSC but are subject to an
ongoing distribution fee of 0.25% per year and an ongoing service fee of 0.25% per year. Distribution fees are used to support
the Fund’s marketing and distribution efforts, such as compensating financial advisers and other financial intermediaries,
advertising and promotion. Service fees are used to compensate securities dealers and other financial intermediaries for service
activities.
If Class
R Shares are held over time, these fees may exceed the maximum sales charge that an investor would have paid as a shareholder
of one of the other share classes.
Class
K Shares
Certain
of the Funds offer Class K Shares as described in each such Fund’s Prospectus. Class K Shares are available only to (i) qualified
recordkeepers with a distribution and/or fund servicing agreement (establishing an omnibus trading relationship) maintained with
the Fund’s distributor, or (ii) defined benefit plans, defined contribution plans, endowments and foundations with
greater than $10 million in a qualified tax-exempt plan, or (iii) employers with greater than $10 million in the aggregate
between qualified and non-qualified plans that they sponsor.
Service
Shares
Certain
Funds offer Service Shares, which are available only to certain investors, including: (i) certain financial institutions, such
as banks and brokerage firms, acting on behalf of their customers; (ii) certain persons who were shareholders of the Compass Capital
Group of Funds at the time of its combination with The PNC® Fund in 1996; and (iii) participants in the Capital Directions
SM
asset allocation program. Service Shares are not subject to an initial sales charge or a CDSC but are subject to an ongoing
service fee of 0.25% per year.
BlackRock
Shares
Certain
Funds offer BlackRock Shares, which are available only to certain investors. BlackRock Shares are offered without a sales charge
to institutional investors, registered investment advisers and certain fee-based programs.
Distribution
Plans
Each
Fund has entered into a distribution agreement with BRIL under which BRIL, as agent, offers shares of each Fund on a continuous
basis. BRIL has agreed to use appropriate efforts to effect sales of the shares, but it is not obligated to sell any particular
amount of shares. BRIL’s principal business address is 40 East 52nd Street, New York, NY 10022. BRIL is an affiliate of
BlackRock.
Pursuant
to the distribution plans of the Investor A, Investor A1, Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor
C2, Investor C3 and Class R Shares (each, a “Plan”), the Fund may pay BRIL and/or BlackRock or any other affiliate
or significant shareholder of BlackRock fees for distribution and sales support services. Currently, as described further below,
only Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2, Investor C3 and Class R Shares bear the expense
of distribution fees under a Plan. In addition, the Fund may pay to brokers, dealers, financial institutions and industry professionals
(including BlackRock, BRIL, PNC, Barclays and their affiliates) (collectively, “Service Organizations”) fees for the
provision of personal services to shareholders. In the past, BlackRock or BRIL has retained a portion of the shareholder servicing
fees paid by the Fund.
Each
Fund’s Plans are subject to the provisions of Rule 12b-1 under the Investment Company Act. In their consideration of a Plan,
the Directors must consider all factors they deem relevant, including information as to the benefits of the Plan to the Fund and
the related class of shareholders. In approving a Plan in accordance with Rule 12b-1, the non-interested Directors concluded that
there is reasonable likelihood that the Plan will benefit the Fund and its related class of shareholders.
The Plan
provides, among other things, that: (i) the Board of Directors shall receive quarterly reports regarding the amounts expended
under the Plan and the purposes for which such expenditures were made; (ii) the Plan will continue in effect for so long as its
continuance is approved at least annually by the Board of Directors in accordance with Rule 12b-1 under the Investment Company
Act; (iii) any material amendment thereto must be approved by the Board of Directors, including the directors who are not “interested
persons” of the Fund (as defined in the Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Plan or
any agreement
entered into in connection with the Plan (the “12b-1 Directors”), acting in person at a meeting called for said purpose;
(iv) any amendment to increase materially the costs which any class of shares may bear for distribution services pursuant to the
Plan shall be effective only upon approval by a vote of a majority of the outstanding shares of such class and by a majority of
the 12b-1 Directors; and (v) while the Plan remains in effect, the selection and nomination of the Fund’s Directors who
are not “interested persons” of the Fund shall be committed to the discretion of the Fund’s non-interested Directors.
Rule 12b-1 further requires that each Fund preserve copies of each Plan and any report made pursuant to such plan for a period
of not less than six years from the date of the Plan or such report, the first two years in an easily accessible place.
Payments
under the Plans are based on a percentage of average daily net assets attributable to the shares regardless of the amount of expenses
incurred. As a result, distribution-related revenues from the Plans may be more or less than distribution-related expenses of
the related class. Information with respect to the distribution-related revenues and expenses is presented to the Directors for
their consideration quarterly. Distribution-related revenues consist of the service fees, the distribution fees and the CDSCs.
Distribution-related expenses consist of financial adviser compensation, branch office and regional operation center selling and
transaction processing expenses, advertising, sales promotion and marketing expenses and interest expense. Distribution-related
revenues paid with respect to one class will not be used to finance the distribution expenditures of another class. Sales personnel
may receive different compensation for selling different classes of shares.
The Plan
is terminable as to any class of shares without penalty at any time by a vote of a majority of the 12b-1 Directors, or by vote
of the holders of a majority of the shares of such class.
See “Distribution
Related Expenses” in Part I of each Fund’s Statement of Additional Information for information relating to the fees
paid by your Fund to the Distributor under each Plan during the Fund’s most recent fiscal year.
Limitations
on the Payment of Deferred Sales Charges
The maximum
sales charge rule in the Conduct Rules of the NASD imposes a limitation on certain asset-based sales charges such as the distribution
fee borne by Class R Shares, and the distribution fee and the CDSC borne by the CDSC shares. This limitation does not apply to
the service fee. The maximum sales charge rule is applied separately to each class and limits the aggregate of distribution fee
payments and CDSCs payable by a Fund to (1) 6.25% of eligible gross sales of CDSC shares and Class R Shares, computed separately
(excluding shares issued pursuant to dividend reinvestments and exchanges), plus (2) interest on the unpaid balance for the respective
class, computed separately, at the prime rate plus 1% (the unpaid balance being the maximum amount payable minus amounts received
from the payment of the distribution fee and the CDSC).
See Part
I, Section V “Information on Sales Charges and Distribution Related Expenses” of each Fund’s Statement of Additional
Information for comparative information as of your Fund’s most recent fiscal year end with respect to the CDSC shares and,
if applicable, Class R Shares of your Fund.
Other
Compensation to Selling Dealers
Pursuant
to each Fund’s Distribution Agreements and Distribution and Service Plans (the “Plans”), each Fund may pay BRIL
and/or BlackRock or any other affiliate of BlackRock fees for distribution and sales support services. In addition, each Fund
may pay to brokers, dealers, financial institutions and industry professionals (including BlackRock, Merrill Lynch, Hilliard Lyons
and their affiliates) (collectively, “Service Organizations”) fees for the provision of personal services to shareholders.
In the past, BlackRock has retained a portion of the shareholder servicing fees paid by a Fund.
With
respect to Class R Shares, the front-end sales charge and the applicable distribution fee payable under the Plan are used to pay
commissions and other fees payable to Service Organizations and other broker/dealers who sell Class R Shares.
With
respect to Investor B, Investor B1 and Investor B3 Shares, Service Organizations and other broker/dealers receive commissions
from BRIL for selling Investor B, Investor B1 and Investor B3 Shares, which are paid at the time of the sale. The applicable distribution
fees payable under the Plans are intended to cover the expense to BRIL of paying such up-front commissions, as well as to cover
ongoing commission
payments
to broker-dealers or other Service Organizations. The contingent deferred sales charge is calculated to charge the investor with
any shortfall that would occur if Investor B, Investor B1 or Investor B3 Shares are redeemed prior to the expiration of the conversion
period, after which Investor B, Investor B1 and Investor B3 Shares automatically convert to Investor A Shares or Investor A1 Shares,
as applicable.
With
respect to Investor C, Investor C1, Investor C2 and Investor C3 Shares, Service Organizations and other broker-dealers receive
commissions from BRIL for selling Investor C, Investor C1, Investor C2 and Investor C3 Shares, which are paid at the time of the
sale. The applicable distribution fees payable under the Plans are intended to cover the expense to BRIL of paying such up-front
commissions, as well as to cover ongoing commission payments to the broker-dealers or other Service Organizations. The contingent
deferred sales charge is calculated to charge the investor with any shortfall that would occur if Investor C, Investor C1, Investor
C2 or Investor C3 Shares are redeemed within 12 months of purchase.
From
time to time BRIL and/or BlackRock and their affiliates may voluntarily waive receipt of distribution fees under each Plan, which
waivers may be terminated at any time. Payments are made by the Fund pursuant to each Plan regardless of expenses incurred by
BRIL or BlackRock.
The Funds
currently do not make distribution payments with respect to Investor A, Investor A1, Service, Institutional, Institutional Daily
or BlackRock Shares under the Plans. However, the Plans permit BRIL, BlackRock and certain of their affiliates to make payments
relating to distribution and sales support activities out of their past profits or other sources available to them (and not as
an additional charge to the Fund). From time to time, BRIL, BlackRock or their affiliates may compensate affiliated and unaffiliated
Service Organizations for the sale and distribution of shares of a Fund or for services to a Fund and its shareholders. These
non-Plan payments would be in addition to a Fund’s payments described in this Statement of Additional Information for distribution
and shareholder servicing. These non-Plan payments may take the form of, among other things, “due diligence” payments
for a dealer’s examination of the Funds and payments for providing extra employee training and information relating to Funds;
“listing” fees for the placement of the Funds on a dealer’s list of mutual funds available for purchase by its
customers; “finders” fees for directing investors to the Fund; “distribution and marketing support” fees
or “revenue sharing” for providing assistance in promoting the sale of the Funds’ shares; payments for the sale
of shares and/or the maintenance of share balances; CUSIP fees; maintenance fees; and set-up fees regarding the establishment
of new accounts. The payments made by BRIL, BlackRock and their affiliates may be a fixed dollar amount or may be based on a percentage
of the value of shares sold to, or held by, customers of the Service Organization involved, and may be different for different
Service Organizations. The payments described above are made from BRIL’s, BlackRock’s or their affiliates’ own
assets pursuant to agreements with Service Organizations and do not change the price paid by investors for the purchase of the
Fund’s shares or the amount the Fund will receive as proceeds from such sales.
As of
the date of this Statement of Additional Information, as amended or supplemented from time to time, the following Service Organizations
are receiving such payments: Ameriprise Financial Services, AXA Advisors, Cetera Advisor Networks LLC, Cetera Advisors LLC, Cetera
Financial Specialists LLC, Cetera Investment Services LLC, Chase Investment Services Corp, CCO Investment Services, Commonwealth
Equity Services (Commonwealth Financial Network), Donegal Securities, FSC Securities Corporation, ING Financial Partners, Investacorp,
Inc., LPL Financial Corporation, Merrill Lynch, MetLife Securities, Morgan Stanley Smith Barney, New England Securities Corporation,
Oppenheimer & Co., PFS Investments, Raymond James, RBC Capital Markets, Robert W. Baird & Co., Royal Alliance Associates,
SagePoint Financial, Securities America, State Farm VP Management Corp., Tower Square Securities, Triad Advisors, Inc., UBS Financial
Services, U.S. Bancorp Investments, Walnut Street Securities, Wells Fargo, Woodbury Financial Services, Inc. and/or broker dealers
and other financial services firms under common control with the above organizations (or their successors or assignees). The level
of payments made to these Service Organizations in any year will vary, may be limited to specific Funds or share classes, and
normally will not exceed the sum of (a) 0.25% of such year’s Fund sales by that Service Organization, and (b) 0.21% of the
assets attributable to that Service Organization invested in a Fund. In certain cases, the payments described in the preceding
sentence are subject to certain minimum payment levels. In addition, from time to time BRIL, BlackRock or certain of their affiliates
may make fixed dollar amount payments to certain Service Organizations listed above that are not based on the value of the shares
sold to, or held by, the Service Organization’s customers and may be different for different Service Organizations.
Other
Distribution Arrangements
Certain
Funds and BlackRock have entered into a distribution agreement with UBS AG whereby UBS AG may, in certain circumstances, sell
certain shares of the Funds in certain jurisdictions. The level of payments made to UBS AG in any year for the sale and distribution
of a Fund’s shares will vary and normally will not exceed the sum of the service fee payable on the assets attributable
to UBS AG plus an additional fee equal to a percentage of such assets which shall range up to 0.25%.
In lieu
of payments pursuant to the foregoing, BRIL, BlackRock, PNC or their affiliates may make payments to the above named Service Organizations
of an agreed-upon amount which, subject to certain agreed-upon minimums, will generally not exceed the amount that would have
been payable pursuant to the formula, and may also make similar payments to other Service Organizations.
If investment
advisers, distributors or affiliates of mutual funds pay bonuses and incentives in differing amounts, financial firms and their
financial consultants may have financial incentives for recommending a particular mutual fund over other mutual funds. In addition,
depending on the arrangements in place at any particular time, a financial firm and its financial consultants may also have a
financial incentive for recommending a particular share class over other share classes.
You should consult your financial adviser
and review
carefully any disclosure by the financial firm as to compensation received by
your financial adviser
for more information about the payments described above.
Furthermore,
BRIL, BlackRock and their affiliates may contribute to various non-cash and cash incentive arrangements to promote the sale of
shares, and may sponsor various contests and promotions subject to applicable FINRA regulations in which participants may receive
prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, BRIL, BlackRock and their affiliates
may also: (i) pay for the travel expenses, meals, lodging and entertainment of broker/dealers, financial institutions and their
salespersons in connection with educational and sales promotional programs, (ii) sponsor speakers, educational seminars and charitable
events and (iii) provide other sales and marketing conferences and other resources to broker-dealers, financial institutions and
their salespersons.
BlackRock,
Inc., the parent company of BlackRock, has agreed to pay PNC Bank, National Association and certain of its affiliates fees for
administration and servicing with respect to assets of the Fund attributable to shares held by customers of such entities. These
assets are predominantly in the Institutional Share class of a Fund, with respect to which the Fund does not pay shareholder servicing
fees under a Plan. The fees are paid according to the following schedule: certain money market funds — 0.15% of net assets;
certain fixed income funds — 0.20% of net assets; and certain equity funds — 0.25% of net assets (except that with
respect to the Index Equity Fund, the fee is 0.04% of net assets).
Service
Organizations may charge their clients additional fees for account-related services. Service Organizations may charge their customers
a service fee in connection with the purchase or redemption of Fund shares. The amount and applicability of such a fee is determined
and disclosed to its customers by each individual Service Organization. Service fees typically are fixed, nominal dollar amounts
and are in addition to the sales and other charges described in the Prospectuses and this Statement of Additional Information.
Your Service Organization will provide you with specific information about any service fees you will be charged.
Pursuant
to the Plans, each Fund enters into service arrangements with Service Organizations pursuant to which Service Organizations will
render certain support services to their customers (“Customers”) who are the beneficial owners of Service, Investor
A, Investor A1, Investor B, Investor B1, Investor C, Investor C1, Investor C2 and Class R Shares. Such services will be provided
to Customers who are the beneficial owners of shares of such classes and are intended to supplement the services provided by the
Fund’s Administrators and Transfer Agent to the Fund’s shareholders of record. In consideration for payment of the
applicable service fee Service Organizations may provide general shareholder liaison services, including, but not limited to:
(i) answering customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions
of shares may be effected and certain other matters pertaining to the Customers’ investments; and (ii) assisting Customers
in designating and changing dividend options, account designations and addresses.
To the
extent a shareholder is not associated with a Service Organization, the shareholder servicing fees will be paid to BlackRock,
and BlackRock will provide services. In addition to, rather than in lieu of, distribution and shareholder servicing fees that
a Fund may pay to a Service Organization pursuant to the Plan and fees the Fund pays to its transfer agent, the Fund may enter
into non-Plan agreements with Service Organizations pursuant to which the Fund will pay a Service Organization for administrative,
networking, recordkeeping, sub-transfer agency and shareholder services. These non-Plan payments are generally based on either:
(1) a percentage of the average daily net assets of Fund shareholders serviced by a Service Organization or (2) a fixed dollar
amount for each account serviced by a Service Organization. The aggregate amount of these payments may be substantial. From time
to time, BlackRock, BRIL or their affiliates also may pay a portion of the fees for administrative, networking, omnibus, operational
and recordkeeping, sub-transfer agency and shareholder services described above at its or their own expense and out of its or
their legitimate profits.
For information
regarding the purchase of shares of the BlackRock Basic Value V.I. Fund, BlackRock Capital Appreciation V.I. Fund, BlackRock Equity
Dividend V.I. Fund, BlackRock Global Allocation V.I. Fund, BlackRock Global Opportunities V.I. Fund, BlackRock High Yield V.I.
Fund, BlackRock International V.I. Fund, BlackRock Large Cap Core V.I. Fund, BlackRock Large Cap Growth V.I. Fund, BlackRock Large
Cap Value V.I. Fund, BlackRock Managed Volatility V.I. Fund, BlackRock Money Market V.I. Fund, BlackRock S&P 500 Index V.I.
Fund, BlackRock Total Return V.I. Fund, BlackRock U.S. Government Bond V.I. Fund and BlackRock Value Opportunities V.I. Fund,
each a series of BlackRock Variable Series Funds, Inc., and the BlackRock Balanced Capital Portfolio, BlackRock Capital Appreciation
Portfolio, BlackRock Global Allocation Portfolio, BlackRock High Yield Portfolio, BlackRock U.S. Government Bond Portfolio, BlackRock
Large Cap Core Portfolio, BlackRock Money Market Portfolio and BlackRock Total Return Portfolio, each a series of BlackRock Series
Fund, Inc., please see the “Purchase of Shares” section of Part I of this SAI.
R
EDEMPTION
OF
S
HARES
Shares
normally will be redeemed for cash upon receipt of a request in proper form, although each Fund retains the right to redeem some
or all of its shares in-kind under unusual circumstances (valued in the same way as they would be valued for purposes of computing
a Fund’s NAV), in order to protect the interests of remaining shareholders, or to accommodate a request by a particular
shareholder that does not adversely affect the interest of the remaining shareholders, by delivery of securities selected from
the Fund’s assets at its discretion. In-kind payment means payment will be made in portfolio securities rather than cash.
If this occurs, the redeeming shareholder might incur brokerage or other transaction costs to convert the securities to cash.
Each Fund has elected, however, to be governed by Rule 18f-1 under the Investment Company Act so that the Fund is obligated to
redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net asset value during any 90-day period for any shareholder
of the Fund. The redemption price is the net asset value per share next determined after the initial receipt of proper notice
of redemption. The value of shares of each Fund at the time of redemption may be more or less than your cost at the time of purchase,
depending in part on the market value of the securities held by the Fund at such time. Except for any CDSC that may be applicable,
there will be no redemption charge if your redemption request is sent directly to the Transfer Agent. If you are liquidating your
holdings you will receive all dividends reinvested through the date of redemption.
The right
to redeem shares may be suspended or payment upon redemption may be delayed for more than seven days only (i) for any period during
which trading on the NYSE is restricted as determined by the Commission or during which the NYSE is closed (other than customary
weekend and holiday closings), (ii) for any period during which an emergency exists, as defined by the Commission, as a result
of which disposal of portfolio securities or determination of the net asset value of the Fund is not reasonably practicable, or
(iii) for such other periods as the Commission may by order permit for the protection of shareholders of the Fund. (A Fund may
also suspend or postpone the recordation of the transfer of its shares upon the occurrence of any of the foregoing conditions.)
Each
Fund, with other investment companies advised by the Manager, has entered into a joint committed line of credit with a syndicate
of banks that is intended to provide the Fund with a temporary source of cash to be used to meet redemption requests from shareholders
in extraordinary or emergency circumstances.
The Fund may redeem shares involuntarily to
reimburse a Fund for any loss sustained by reason of the failure of a shareholder to make full-payment for shares purchased by
the shareholder or to collect any charge relating to a
transaction effected for the benefit of a
shareholder. The Fund reserves the express right to redeem shares of each Fund involuntarily at any time if the Fund’s Board
determines, in its sole discretion, that failure to do so may have adverse consequences to the holders of shares in the Fund.
Upon such redemption the holders of shares so redeemed shall have no further right with respect thereto other than to receive
payment of the redemption price.
Redemption
Investor,
Institutional, Institutional Daily and Class R Shares
Redeem
by Telephone
: You may sell Investor Shares held at BlackRock by telephone request if certain conditions are met and if the
amount being sold is less than (i) $100,000 for payments by check or (ii) $250,000 for payments through the Automated Clearing
House Network (“ACH”) or wire transfer. Certain redemption requests, such as those in excess of these amounts, and
those where (i) the Fund does not have verified banking information on file; or (ii) the proceeds are not paid to the
record owner at the record address, must be in writing with a medallion signature guarantee provided by any “eligible guarantor
institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”),
whose existence and validity may be verified by the Transfer Agent through the use of industry publications. For Institutional
Shares, certain redemption requests may require written instructions with a medallion signature guarantee. Call (800) 441-7762
for details. You can obtain a medallion signature guarantee stamp from a bank, securities dealer, securities broker, credit union,
savings and loan association, national securities exchange or registered securities association. The three recognized medallion
programs are Securities Transfer Agent Medallion Program, Stock Exchanges Medallion Program and New York Stock Exchange, Inc.
Medallion Signature Program. Signature guarantees which are not a part of these programs will not be accepted. A notary public
seal will not be acceptable. Generally, a properly signed written request with any required signature guarantee is all that is
required for a redemption. In some cases, however, other documents may be necessary. Additional documentary evidence of authority
is required by BNY Mellon in the event redemption is requested by a corporation, partnership, trust, fiduciary, executor or administrator.
If you
make a redemption request before a Fund has collected payment for the purchase of shares, the Fund may delay mailing your proceeds.
This delay will usually not exceed ten days. A Fund, its Administrators and the Distributor will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. Telephone redemption requests will not be honored if: (i) the
accountholder is deceased, (ii) the proceeds are to be sent to someone other than the shareholder of record, (iii) a
Fund does not have verified information on file, (iv) the request is by an individual other than the accountholder of record,
(v) the account is held by joint tenants who are divorced, (vi) the address on the account has changed within the last
30 days or share certificates have been issued on the account, or (vii) to protect against fraud, if the caller is unable
to provide the account number, the name and address registered on the account and the social security number registered on the
account. The Fund and its service providers will not be liable for any loss, liability, cost or expense for acting upon telephone
instructions that are reasonably believed to be genuine in accordance with such procedures. Before telephone requests will be
honored, signature approval from all shareholders of record on the account must be obtained. The Fund may refuse a telephone redemption
request if it believes it is advisable to do so. During periods of substantial economic or market change, telephone redemptions
may be difficult to complete. Please find below alternative redemption methods.
Redemption
orders for Institutional Shares placed prior to 4:00 p.m. (Eastern time) on a business day will be priced at the NAV determined
that day. If redemption orders are received by 4:00 p.m. (Eastern time) on a business day, payment for redeemed Institutional
Shares will normally be wired in Federal Funds on the next business day. If the Federal Reserve Bank of Philadelphia is not open
on the business day following receipt of the redemption order, the redemption order will be accepted and processed the next succeeding
business day when the Federal Reserve Bank of Philadelphia is open, provided that the Fund’s custodian is also open for
business.
Redemption
orders for Institutional Daily Shares placed prior to 12:00 p.m. (Eastern time) on a business day will be priced at the NAV determined
that day. If redemption orders are received by 12:00 p.m. (Eastern time) on a business day, payment for redeemed Institutional
Daily Shares will normally be wired in Federal Funds on that same day, provided that the Fund’s custodian is also open for
business. If the Federal Reserve Bank of Philadelphia is not open on that business day, the redemption order will be accepted
and processed the next succeeding business day when the Federal Reserve Bank of Philadelphia is open, provided that the Fund’s
custodian is also open for business.
Redeem
by VRU
: Investor Shares may also be redeemed by use of a Fund’s automated voice response unit service (“VRU”).
Payment for Investor Shares redeemed by VRU may be made for non-retirement accounts in amounts up to $25,000, either through check,
ACH or wire.
Redeem
by Internet:
You may redeem in your account, by logging onto the BlackRock website at www.blackrock.com/funds. Proceeds from
Internet redemptions may be sent via check, ACH or wire to the bank account of record. Payment for Investor Shares redeemed by
Internet may be made for non-retirement accounts in amounts up to $25,000, either through check, ACH or wire. Different maximums
may apply to investors in Institutional Shares.
Redeem
in Writing:
If you hold shares with the Transfer Agent you may redeem such shares without charge by writing to BlackRock,
P.O. Box 9819, Providence, Rhode Island 02940-8019. Redemption requests delivered other than by mail should be sent to BlackRock,
4400 Computer Drive, Westborough, Massachusetts 01588. If you hold share certificates issued by your Fund, the letter must be
accompanied by certificates for the shares. All shareholders on the account must sign the letter. A medallion signature guarantee
will generally be required but may be waived in certain limited circumstances. You can obtain a medallion signature guarantee
stamp from a bank, securities dealer, securities broker, credit union, savings and loan association, national securities exchange
or registered securities association. A notary public seal will not be acceptable. If you hold stock certificates, return the
certificates with the letter. Proceeds from redemptions may be sent via check, ACH or wire to the bank account of record.
The Funds
or the Transfer Agent may temporarily suspend telephone transactions at any time.
If you
redeem shares directly with the Transfer Agent, payments will generally be mailed within seven days of receipt of the proper notice
of redemption. A Fund may delay the mailing of a redemption check until good payment (that is, cash, Federal funds or certified
check drawn on a U.S. bank) has been collected for the purchase of Fund shares, which delay will usually not exceed 10 days. If
your account is held directly with the Transfer Agent and contains a fractional share balance following a redemption, the fractional
share balance will be automatically redeemed by the Fund.
Note
on Low Balance Accounts.
Because of the high cost of maintaining smaller shareholder accounts, BlackRock has set a minimum
balance of $500 in each Fund position you hold within your account (“Fund Minimum”), and may take one of two actions
if the balance in your Fund falls below the Fund Minimum.
First,
the Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account
falls below $250 for any reason, including market fluctuation. You will be notified that the value of your account is less than
$250 before the Fund makes an involuntary redemption. The notification will provide you with a 90 calendar day period to make
an additional investment in order to bring the value of your account to at least $250 before the Fund makes an involuntary redemption
or to the Fund Minimum in order not to be assessed an annual low balance fee of $20, as set forth below. This involuntary redemption
may not apply to accounts of certain employer-sponsored retirement plans, selected fee-based programs, accounts established under
the Uniform Gifts or Transfers to Minors Acts, and certain intermediary accounts.
Second,
the Fund charges an annual $20 low balance fee on all Fund accounts that have a balance below the Fund Minimum for any reason,
including market fluctuation. The fee will be deducted from the Fund account only once per calendar year. You will be notified
that the value of your account is less than the Fund Minimum before the fee is imposed. You will then have a 90 calendar day period
to make an additional investment to bring the value of your account to the Fund Minimum before the Fund imposes the low balance
fee. This low balance fee does not apply to accounts of certain employer-sponsored retirement plans, selected fee-based programs,
or accounts established under the Uniform Gifts or Transfers to Minors Acts.
Repurchase
A Fund
normally will accept orders to repurchase shares from Selling Dealers for their customers. Shares will be priced at the net asset
value of the Fund next determined after receipt of the repurchase order by a Selling Dealer that has been authorized by the Distributor
by contract to accept such orders. As to repurchase orders received by Selling Dealers prior to the close of business on the NYSE
(generally, the NYSE closes at 4:00 p.m. Eastern time),
on the
day the order is placed, which includes orders received after the close of business on the previous day, the repurchase price
is the net asset value determined as of the close of business on the NYSE on that day. If the orders for repurchase are not received
by the Selling Dealer before the close of business on the NYSE, such orders are deemed received on the next business day.
These
repurchase arrangements are for your convenience and do not involve a charge by the Fund (other than any applicable CDSC). However,
Selling Dealers may charge a processing fee in connection with such transactions. In addition, securities firms that do not have
selected dealer agreements with the Distributor may impose a transaction charge for transmitting the notice of repurchase to the
Fund. Each Fund reserves the right to reject any order for repurchase. A shareholder whose order for repurchase is rejected by
a Fund, however, may redeem shares as set out above.
Reinstatement
Privilege — Investor A Shares
Upon
redemption of Investor A, Investor A1 or Institutional Shares, as applicable, shareholders may reinvest all or a portion of their
redemption proceeds (after paying any applicable CDSC) in Investor A Shares of the same or another BlackRock fund without paying
a front-end sales charge. This right may be exercised once a year and within 60 days of the redemption, provided that the Investor
A Shares of that fund is currently open to new investors or the shareholder has a current account in that closed fund. Shares
will be purchased at the NAV calculated at the close of trading on the day the request is received in good order. To exercise
this privilege, the Transfer Agent must receive written notification from the shareholder of record or the registered representative
of record, at the time of purchase. Investors should consult a tax adviser concerning the tax consequences of exercising this
reinstatement privilege.
S
HAREHOLDER
S
ERVICES
Each
Fund offers one or more of the shareholder services described below that are designed to facilitate investment in its shares.
You can obtain more information about these services from each Fund by calling the telephone number on the cover page, or from
the Distributor, your financial adviser, your selected securities dealer or other financial intermediary. Certain of these services
are available only to U.S. investors.
Investment
Account
If your
account is maintained at the Transfer Agent (an “Investment Account”) you will receive statements, at least quarterly,
from the Transfer Agent. These statements will serve as confirmations for automatic investment purchases and the reinvestment
of dividends. The statements also will show any other activity in your Investment Account since the last statement. You also will
receive separate confirmations for each purchase or sale transaction other than automatic investment purchases and the reinvestment
of dividends. If your Investment Account is held at the Transfer Agent you may make additions to it at any time by mailing a check
directly to the Transfer Agent. You may also maintain an account through a selected securities dealer or other financial intermediary.
If you transfer shares out of an account maintained with a selected securities dealer or other financial intermediary, an Investment
Account in your name may be opened automatically at the Transfer Agent.
You may
transfer Fund shares from a selected securities dealer or other financial intermediary to another securities dealer or other financial
intermediary that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the
transferred shares. All future trading of these assets must be coordinated by the new firm. If you wish to transfer your shares
to a securities dealer or other financial intermediary that has not entered into an agreement with the Distributor, you must either
(i) redeem your shares, paying any applicable CDSC or (ii) continue to maintain an Investment Account at the Transfer Agent for
those shares. You also may request that the new securities dealer or other financial intermediary maintain the shares in an account
at the Transfer Agent registered in the name of the securities dealer or other financial intermediary for your benefit whether
the securities dealer or other financial intermediary has entered into a selected dealer agreement or not. In the interest of
economy and convenience and because of the operating procedures of each Fund, share certificates will not be issued physically.
Shares are maintained by each Fund on its register maintained by the Transfer Agent and the holders thereof will have the same
rights and ownership with respect to such shares as if certificates had been issued.
If you
are considering transferring a tax-deferred retirement account, such as an individual retirement account, from one selected securities
dealer to another securities dealer or other financial intermediary, you should be aware that if
the new
firm will not take delivery of shares of the Fund, you must either redeem the shares (paying any applicable CDSC) so that the
cash proceeds can be transferred to the account at the new firm, or you must continue to maintain a retirement account at the
original selected securities dealer for those shares.
Exchange
Privilege
U.S.
shareholders of Investor A, Investor A1, Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2, Investor
C3, Institutional and Institutional Daily Shares of each Fund have an exchange privilege with certain other Funds. However, Investor
A1, Investor B1, Investor B3, Investor C1, Investor C2 and Investor C3 may only exchange out. The minimum amount for exchanges
of Investor class shares is $1,000, although you may exchange less than $1,000 if you already have an account in the Fund into
which you are exchanging. You may only exchange into a share class and a Fund that are open to new investors or in which you have
a current account if the class or fund is closed to new investors. If you held the shares used in the exchange for 30 days or
less, you may be charged a redemption fee at the time of the exchange. Before effecting an exchange, you should obtain a currently
effective prospectus of the fund into which you wish to make the exchange. Exercise of the exchange privilege is treated as a
sale of the exchanged shares and a purchase of the acquired shares for Federal income tax purposes.
Exchanges
of Investor A, Investor A1, Institutional and Institutional Daily Shares.
Institutional and Institutional Daily Shares are
exchangeable with Institutional or Institutional Daily Shares of other Funds. Investor A and Investor A1 Shares are exchangeable
for Investor A Shares of other Funds.
Exchanges
of Institutional or Institutional Daily Shares outstanding for Institutional or Institutional Daily Shares of a second fund or
for shares of a money market fund are effected on the basis of relative net asset value per Institutional or Institutional Daily
Share, as applicable. Exchanges of Investor A or Investor A1 Shares outstanding (“outstanding Investor A Shares”)
for Investor A Shares of a second fund, or for shares of a money market fund (“new Investor A Shares”) are effected
on the basis of relative net asset value per share.
Exchanges
of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 and Investor C3
Shares.
Shareholders
of certain Funds with Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor C2 and Investor C3 Shares outstanding
(“outstanding Investor B or Investor C Shares”) may exchange their shares for Investor B or Investor C Shares, respectively,
of a second fund or for shares of a money market fund (“new Investor B or Investor C Shares”) on the basis of relative
net asset value per Investor B or Investor C share, without the payment of any CDSC. Certain funds impose different CDSC schedules.
If you exchange your Investor B Shares for shares of a fund with a different CDSC schedule, the CDSC schedule that applies to
the shares exchanged will continue to apply. For purposes of computing the CDSC upon redemption of new Investor B or Investor
C Shares, the time you held both the exchanged Investor B or Investor C Shares and the new Investor B Shares or Investor C Shares
will count towards the holding period of the new Investor B or Investor C Shares. For example, if you exchange Investor B Shares
of a Fund for those of a second Fund after having held the first Fund’s Investor B Shares for two-and-a-half years, the
3.00% CDSC that generally would apply to a redemption would not apply to the exchange. Four years later if you decide to redeem
the Investor B Shares of the second Fund and receive cash, there will be no CDSC due on this redemption since by adding the two-and-a-half
year holding period of the first Fund’s Investor B Shares to the four year holding period for the second Fund’s Investor
B Shares, you will be deemed to have held the second Fund’s Investor B Shares for more than six years.
Exchanges
for Shares of a Money Market Fund.
You may exchange any class of Investor shares for shares of an affiliated money
market fund. If you exchange into BlackRock Summit Cash Reserves Fund (“Summit”), a series of BlackRock Financial
Institutions Series Trust, you will receive one of two classes of shares: exchanges of Investor A, Investor A1 and Institutional
Shares of a Fund will receive Investor A Shares of Summit and exchanges of Investor B, Investor B1, Investor B3, Investor C, Investor
C1, Investor C2 and Investor C3 Shares of a Fund will receive Investor B Shares of Summit. You may exchange Investor A Shares
of Summit back into Investor A or Institutional Shares of a Fund. You may exchange Investor B Shares of Summit back into Investor
B or Investor C Shares of a Fund and, in the event of such an exchange, the period of time that you held Investor B Shares of
Summit will count toward satisfaction of the holding period requirement for purposes of reducing any CDSC and toward satisfaction
of any Conversion Period with respect to Investor B Shares. Investor B Shares of Summit are subject to a distribution fee at an
annual rate of 0.75% of average daily net assets of such Investor B Shares. Exchanges of Investor B or Investor C Shares of a
money market fund other than Summit for Investor B or Investor C Shares of a Fund will be exercised at net asset value. However,
a CDSC may be charged in connection with any subsequent redemption of the Investor B or Investor C Shares of the Fund received
in the exchange. In
determining
the holding period for calculating the CDSC payable on redemption of Investor B and Investor C Shares of the Fund received in
the exchange, the holding period of the money market fund Investor B or Investor C Shares originally held will be added to the
holding period of the Investor B or Investor C Shares acquired through exchange.
Exchanges
by Participants in Certain Programs.
The exchange privilege may be modified with respect to certain participants in mutual
fund advisory programs and other fee-based programs sponsored by the Manager, an affiliate of the Manager, or selected securities
dealers or other financial intermediaries that have an agreement with a Distributor. See “Fee-Based Programs” below.
Exercise
of the Exchange Privilege.
To exercise the exchange privilege, you should contact your financial adviser or the Transfer Agent,
who will advise each Fund of the exchange. If you do not hold share certificates, you may exercise the exchange privilege by wire
through your securities dealer or other financial intermediary. Each Fund reserves the right to require a properly completed exchange
application.
A shareholder
who wishes to make an exchange may do so by sending a written request to the Fund c/o the Transfer Agent at the following address:
P.O. Box 9819, Providence, RI 02940-8019. Shareholders are automatically provided with telephone exchange privileges when opening
an account, unless they indicate on the Application that they do not wish to use this privilege. To add this feature to an existing
account that previously did not provide this option, a Telephone Exchange Authorization Form must be filed with the Transfer Agent.
This form is available from the Transfer Agent. Once this election has been made, the shareholder may simply contact the Fund
by telephone at (800) 441-7762 to request the exchange. During periods of substantial economic or market change, telephone exchanges
may be difficult to complete and shareholders may have to submit exchange requests to the Transfer Agent in writing.
If the
exchanging shareholder does not currently own shares of the investment portfolio whose shares are being acquired, a new account
will be established with the same registration, dividend and capital gain options and broker of record as the account from which
shares are exchanged, unless otherwise specified in writing by the shareholder with all signatures guaranteed by an eligible guarantor
institution as defined below. In order to participate in the Automatic Investment Program or establish a Systematic Withdrawal
Plan for the new account, however, an exchanging shareholder must file a specific written request.
Any share
exchange must satisfy the requirements relating to the minimum initial investment requirement, and must be legally available for
sale in the state of the investor’s residence. For Federal income tax purposes, a share exchange is a taxable event and,
accordingly, a capital gain or loss may be realized. Before making an exchange request, shareholders should consult a tax or other
financial adviser and should consider the investment objective, policies and restrictions of the investment portfolio into which
the shareholder is making an exchange. Brokers may charge a fee for handling exchanges.
The Funds
reserve the right to suspend, modify or terminate the exchange privilege at any time. Notice will be given to shareholders of
any material modification or termination except where notice is not required. The Funds reserve the right to reject any telephone
exchange request. Telephone exchanges may be subject to limitations as to amount or frequency, and to other restrictions that
may be established from time to time to ensure that exchanges do not operate to the disadvantage of any portfolio or its shareholders.
The Funds,
the Administrators and BRIL will employ reasonable procedures to confirm that instructions communicated by telephone are genuine.
The Funds, the Administrators and BRIL will not be liable for any loss, liability, cost or expense for acting upon telephone instructions
reasonably believed to be genuine in accordance with such procedures. By use of the exchange privilege, the investor authorizes
the Fund’s transfer agent to act on telephonic or written exchange instructions from any person representing himself to
be the investor and believed by the Fund’s transfer agent to be genuine. The records of the Fund’s transfer agent
pertaining to such instructions are binding. The exchange privilege may be modified or terminated at any time upon 60 days’
notice to affected shareholders. The exchange privilege is only available in states where the exchange may legally be made.
Each
Fund reserves the right to limit the number of times an investor may exercise the exchange privilege. Certain Funds may suspend
the continuous offering of their shares to the general public at any time and may resume such offering from time to time. The
exchange privilege is available only to U.S. shareholders in states where the
exchange
legally may be made. The exchange privilege may be applicable to other new mutual funds whose shares may be distributed by the
Distributor.
Fee-Based
Programs
If you
participate in certain fee-based programs offered by BlackRock or an affiliate of BlackRock, or selected securities dealers or
other financial intermediaries that have agreements with the Distributor or in certain fee-based programs in which BlackRock participates,
you may be able to buy Institutional or Institutional Daily Shares, including by exchanges from other share classes. Sales charges
on the shares being exchanged may be reduced or waived under certain circumstances. You generally cannot transfer shares held
through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase
shares of another class, which may be subject to distribution and service fees. This may be a taxable event and you will pay any
applicable sales charges.
Shareholders
that participate in a fee-based program generally have two options at termination. The program can be terminated and the shares
liquidated or the program can be terminated and the shares held in an account. In general, when a shareholder chooses to continue
to hold the shares, whatever share class was held in the program can be held after termination. Shares that have been held for
less than specified periods within the program may be subject to a fee upon redemption. Shareholders that held Investor A, Institutional
or Institutional Daily Shares in the program are eligible to purchase additional shares of the respective share class of a Fund,
but may be subject to upfront sales charges with respect to Investor A Shares. Additional purchases of Institutional or Institutional
Daily Shares are available only if you have an existing position at the time of purchase or are otherwise eligible to purchase
Institutional or Institutional Daily Shares.
Details
about these features and the relevant charges are included in the client agreement for each fee-based program and are available
from your financial professional, selected securities dealer or other financial intermediary.
Retirement
and Education Savings Plans
Individual
retirement accounts and other retirement and education savings plans are available from your financial intermediary. Under these
plans, investments may be made in a Fund (other than a Municipal Fund) and certain of the other mutual funds sponsored by the
Manager or its affiliates as well as in other securities. There may be fees associated with investing through these plans. Information
with respect to these plans is available on request from your financial intermediary.
Dividends
received in each of the plans referred to above are exempt from Federal taxation until distributed from the plans and, in the
case of Roth IRAs and education savings plans, may be exempt from taxation when distributed as well. Investors considering participation
in any retirement or education savings plan should review specific tax laws relating to the plan and should consult their attorneys
or tax advisers with respect to the establishment and maintenance of any such plan.
Automatic
Investment Plans
Investor
Share shareholders and certain Service Share shareholders who were shareholders of the Compass Capital Group of Funds at the time
of its combination with The PNC® Fund in 1996 may arrange for periodic investments in that Fund through automatic deductions
from a checking or savings account. The minimum pre-authorized investment amount is $50. If you buy shares of a Fund through certain
accounts, no minimum charge to your bank account is required. Contact your financial adviser or other financial intermediary for
more information.
Automatic
Dividend Reinvestment Plan
Each
Fund will distribute substantially all of its net investment income and net realized capital gains, if any, to shareholders. All
distributions are reinvested at net asset value in the form of additional full and fractional shares of the same class of shares
of the relevant Fund unless a shareholder elects otherwise. Such election, or any revocation thereof, must be made in writing
to the Transfer Agent, and will become effective with respect to dividends paid after its receipt by the Transfer Agent.
Systematic
Withdrawal Plans
Shareholders
may receive regular distributions from their accounts via a Systematic Withdrawal Plan (“SWP”). Upon commencement
of the SWP, the account must have a current value of $10,000 or more in a Fund. Shareholders may elect to receive automatic cash
payments of $50 or more at any interval. You may choose any day for the withdrawal. If no day is specified, the withdrawals will
be processed on the 25th day of the month or, if such day is not a business day, on the prior business day and are paid promptly
thereafter. An investor may utilize the SWP by completing the Systematic Withdrawal Plan Application Form which may be obtained
by visiting our website at www.blackrock.com/funds.
Shareholders
should realize that if withdrawals exceed income dividends their invested principal in the account will be depleted. To participate
in the SWP, shareholders must have their dividends automatically reinvested. Shareholders may change or cancel the SWP at any
time, upon written notice to the Fund, or by calling the Fund at (800) 441-7762. Purchases of additional Investor A Shares of
the Fund concurrently with withdrawals may be disadvantageous to investors because of the sales charges involved and, therefore,
are discouraged. No CDSC will be assessed on redemptions of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor
C2 or Investor C3 Shares made through the SWP that do not exceed 12% of the original investment on an annualized basis. For example,
monthly, quarterly and semi-annual SWP redemptions of Investor B, Investor B1, Investor B3, Investor C, Investor C1, Investor
C2 or Investor C3 Shares will not be subject to the CDSC if they do not exceed 1% (monthly), 3% (quarterly) and 6% (semi-annually),
respectively, of an account’s net asset value on the redemption date. SWP redemptions of Investor B, Investor B1, Investor
B3, Investor C, Investor C1, Investor C2 or Investor C3 Shares in excess of this limit are still subject to the applicable CDSC.
For this
reason, a shareholder may not participate in the Automatic Investment Plan described above (see “How to Buy, Sell, Transfer
and Exchange Shares” in the Fund’s Prospectus) and the SWP at the same time.
Dividend
Allocation Plan
The Dividend
Allocation Plan allows shareholders to elect to have all their dividends and any other distributions from any Eligible Fund (which
means funds so designated by the Distributor from time to time) automatically invested at net asset value in one other such Eligible
Fund designated by the shareholder, provided the account into which the dividends and distributions are directed is initially
funded with the requisite minimum amount.
P
RICING
OF
S
HARES
Determination
of Net Asset Value
Valuation
of Shares.
The net asset value for each class of shares of each Fund is generally calculated as of the close of regular trading
hours on the NYSE (currently 4:00 p.m. Eastern Time) on each business day the NYSE is open.
Valuation
of securities held by each Fund is as follows:
Equity
Investments.
Equity securities traded on a recognized securities exchange (e.g., NYSE), separate trading boards of a securities
exchange or through a market system that provides contemporaneous transaction pricing information (an “Exchange”)
are valued via independent pricing services generally at the Exchange closing price or if an Exchange closing price is not available,
the last traded price on that Exchange prior to the time as of which the assets or liabilities are valued, however, under certain
circumstances other means of determining current market value may be used. If an equity security is traded on more than one Exchange,
the current market value of the security where it is primarily traded generally will be used. In the event that there are no sales
involving an equity security held by a Fund on a day on which the Fund values such security, the last bid (long positions) or
ask (short positions) price, if available, will be used as the value of such security. If a Fund holds both long and short positions
in the same security, the last bid price will be applied to securities held long and the last ask price will be applied to securities
sold short. If no bid or ask price is available on a day on which a Fund values such security, the
prior
day’s price will be used, unless BlackRock determines that such prior day’s price no longer reflects the fair value
of the security, in which case such asset would be treated as a fair value asset.
Fixed
Income Investments.
Fixed income securities for which market quotations are readily available are generally valued using such
securities’ most recent bid prices provided directly from one or more broker-dealers, market makers, or independent third-party
pricing services which may use matrix pricing and valuation models to derive values, each in accordance with valuation procedures
approved by the Fund’s Board. The amortized cost method of valuation may be used with respect to debt obligations with sixty
days or less remaining to maturity unless the Manager and/or Sub-Adviser determine such method does not represent fair value.
Loan participation notes are generally valued at the mean of the last available bid prices from one or more brokers or dealers
as obtained from independent third-party pricing services. Certain fixed income investments including asset-backed and mortgage-related
securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish
a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the
tranche. Fixed income securities for which market quotations are not readily available may be valued by third-party pricing services
that make a valuation determination by securing transaction data (e.g., recent representative bids), credit quality information,
perceived market movements, news, and other relevant information and by other methods, which may include consideration of: yields
or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market
conditions.
Options,
Futures, Swaps and Other Derivatives.
Exchange-traded equity options for which market quotations are readily available are
valued at the mean of the last bid and ask prices as quoted on the Exchange or the board of trade on which such options are traded.
In the event that there is no mean price available for an exchange traded equity option held by a Fund on a day on which the Fund
values such option, the last bid (long positions) or ask (short positions) price, if available, will be used as the value of such
option. If no bid or ask price is available on a day on which a Fund values such option, the prior day’s price will be used,
unless BlackRock determines that such prior day’s price no longer reflects the fair value of the option in which case such
option will be treated as a fair value asset. OTC derivatives may be valued using a mathematical model which may incorporate a
number of market data factors. Financial futures contracts and options thereon, which are traded on exchanges, are valued at their
last sale price or settle price as of the close of such exchanges. Swap agreements and other derivatives are generally valued
daily based upon quotations from market makers or by a pricing service in accordance with the valuation procedures approved by
the Board.
Underlying
Funds.
Shares of underlying open-end funds are valued at net asset value. Shares of underlying exchange-traded closed-end
funds or other exchange-traded funds will be valued at their most recent closing price.
General
Valuation Information
In determining
the market value of portfolio investments, the Fund may employ independent third party pricing services, which may use, without
limitation, a matrix or formula method that takes into consideration market indexes, matrices, yield curves and other specific
adjustments. This may result in the securities being valued at a price different from the price that would have been determined
had the matrix or formula method not been used. All cash, receivables and current payables are carried on each Fund’s books
at their face value.
Prices
obtained from independent third party pricing services, broker-dealers or market makers to value each Fund’s securities
and other assets and liabilities are based on information available at the time the Fund values its assets and liabilities. In
the event that a pricing service quotation is revised or updated subsequent to the day on which the Fund valued such security,
the revised pricing service quotation generally will be applied prospectively. Such determination shall be made considering pertinent
facts and circumstances surrounding such revision.
In the
event that application of the methods of valuation discussed above result in a price for a security which is deemed not to be
representative of the fair market value of such security, the security will be valued by, under the direction of or in accordance
with a method specified by the Fund’s Board as reflecting fair value. All other assets and liabilities (including securities
for which market quotations are not readily available) held by a Fund (including restricted securities) are valued at fair value
as determined in good faith by the Fund’s Board or by BlackRock (its delegate). Any assets and liabilities which are denominated
in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange.
Certain
of the securities acquired by the Funds may be traded on foreign exchanges or over-the-counter markets on days on which a Fund’s
net asset value is not calculated. In such cases, the net asset value of a Fund’s shares may be significantly affected on
days when investors can neither purchase nor redeem shares of the Fund.
Fair
Value.
When market quotations are not readily available or are believed by BlackRock to be unreliable, a Fund’s investments
are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BlackRock in accordance with procedures
approved by the Fund’s Board. BlackRock may conclude that a market quotation is not readily available or is unreliable if
a security or other asset or liability does not have a price source due to its complete lack of trading, if BlackRock believes
a market quotation from a broker-dealer or other source is unreliable (e.g., where it varies significantly from a recent trade,
or no longer reflects the fair value of the security or other asset or liability subsequent to the most recent market quotation),
where the security or other asset or liability is only thinly traded or due to the occurrence of a significant event subsequent
to the most recent market quotation. For this purpose, a “significant event” is deemed to occur if BlackRock determines,
in its business judgment prior to or at the time of pricing a Fund’s assets or liabilities, that it is likely that the event
will cause a material change to the last exchange closing price or closing market price of one or more assets or liabilities held
by the Fund. On any date the NYSE is open and the primary exchange on which a foreign asset or liability is traded is closed,
such asset or liability will be valued using the prior day’s price, provided that BlackRock is not aware of any significant
event or other information that would cause such price to no longer reflect the fair value of the asset or liability, in which
case such asset or liability would be treated as a Fair Value Asset. For certain foreign securities, a third-party vendor supplies
evaluated, systematic fair value pricing based upon the movement of a proprietary multi-factor model after the relevant foreign
markets have closed. This systematic fair value pricing methodology is designed to correlate the prices of foreign securities
following the close of the local markets to the price that might have prevailed as of a Fund’s pricing time.
BlackRock,
with input from the BlackRock Portfolio Management Group, will submit its recommendations regarding the valuation and/or valuation
methodologies for Fair Value Assets to BlackRock’s Valuation Committee. The Valuation Committee may accept, modify or reject
any recommendations. In addition, the Funds’ accounting agent periodically endeavors to confirm the prices it receives from
all third party pricing services, index providers and broker-dealers, and, with the assistance of BlackRock, to regularly evaluate
the values assigned to the securities and other assets and liabilities held by the Funds. The pricing of all Fair Value Assets
is subsequently reported to and ratified by the Board or a Committee thereof.
When
determining the price for a Fair Value Asset, the BlackRock Valuation Committee (or the Pricing Group) shall seek to determine
the price that a Fund might reasonably expect to receive from the current sale of that asset or liability in an arm’s-length
transaction. The price generally may not be determined based on what a Fund might reasonably expect to receive for selling an
asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations shall be based
upon all available factors that the Valuation Committee (or Pricing Group) deems relevant at the time of the determination, and
may be based on analytical values determined by BlackRock using proprietary or third party valuation models.
Fair
value represents a good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities
may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the
particular fair values were used in determining a Fund’s net asset value. As a result, a Fund’s sale or redemption
of its shares at net asset value, at a time when a holding or holdings are valued at fair value, may have the effect of diluting
or increasing the economic interest of existing shareholders.
Each
Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally accepted
in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial Accounting
Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC
820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial statement
disclosure requirements relating to fair value measurements.
Generally,
ASC 820 and other accounting rules applicable to mutual funds and various assets in which they invest are evolving. Such changes
may adversely affect a Fund. For example, the evolution of rules governing the determination of the fair market value of assets
or liabilities to the extent such rules become more stringent would tend to increase the cost and/or reduce the availability of
third-party determinations of fair market value. This may in turn increase the costs associated with selling assets or affect
their liquidity due to the Fund’s inability to obtain a third-party determination of fair market value.
P
ORTFOLIO
T
RANSACTIONS
AND
B
ROKERAGE
Transactions
in Portfolio Securities
Subject
to policies established by the Board of Directors, BlackRock is primarily responsible for the execution of a Fund’s portfolio
transactions and the allocation of brokerage. BlackRock does not execute transactions through any particular broker or dealer,
but seeks to obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage
commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firm’s
risk and skill in positioning blocks of securities. While BlackRock generally seeks reasonable trade execution costs, a Fund does
not necessarily pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily
consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements, BlackRock
may select a broker based partly upon brokerage or research services provided to BlackRock and its clients, including a Fund.
In return for such services, BlackRock may cause a Fund to pay a higher commission than other brokers would charge if BlackRock
determines in good faith that the commission is reasonable in relation to the services provided.
In the
case of Feeder Funds, because each Feeder Fund generally invests exclusively in beneficial interests of a Master Portfolio, it
is expected that all transactions in portfolio securities will be entered into by the Master Portfolio.
In selecting
brokers or dealers to execute portfolio transactions, the Manager and sub-advisers seek to obtain the best price and most favorable
execution for a Fund, taking into account a variety of factors including: (i) the size, nature and character of the security or
instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii) BlackRock’s
knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and expected in the market
for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of brokerage services
provided; (vi) the broker’s or dealer’s capital (vii) the quality of research and research services provided; (viii)
the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and (ix) BlackRock’s
knowledge of any actual or apparent operational problems of a broker or dealer.
Section
28(e) of the Exchange Act (“Section 28(e)”) permits an investment adviser, under certain circumstances, to cause an
account to pay a broker or dealer a commission for effecting a transaction that exceeds the amount another broker or dealer would
have charged for effecting the same transaction in recognition of the value of brokerage and research services provided by that
broker or dealer. This includes commissions paid on riskless principal transactions under certain conditions. Brokerage and research
services include: (1) furnishing advice as to the value of securities, including pricing and appraisal advice, credit analysis,
risk measurement analysis, performance and other analysis, as well as the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting
securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody).
BlackRock believes that access to independent investment research is beneficial to its investment decision-making processes and,
therefore, to the Funds.
BlackRock
may participate in client commission arrangements under which BlackRock may execute transactions through a broker-dealer and request
that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BlackRock.
BlackRock believes that research services obtained through soft dollar or commission sharing arrangements enhance its investment
decision-making capabilities, thereby increasing the prospects for higher investment returns. BlackRock will engage only in soft
dollar or commission sharing transactions that comply with the requirements of Section 28(e). BlackRock regularly evaluates the
soft dollar products and services utilized, as well as the overall soft dollar and commission sharing arrangements to ensure that
trades are executed by firms that are regarded as best able to execute trades for client accounts, while at the same time providing
access to the research and other services BlackRock views as impactful to its trading results.
BlackRock
may utilize soft dollars and related services, including research (whether prepared by the broker-dealer or prepared by a third-party
and provided to BlackRock by the broker-dealer) and execution or brokerage services within applicable rules and BlackRock’s
policies to the extent that such permitted services do not compromise BlackRock’s ability to seek to obtain best execution.
In this regard, the portfolio management investment and/or
trading
teams may consider a variety of factors, including the degree to which the broker-dealer: (a) provides access to company management;
(b) provides access to their analysts; (c) provides meaningful/insightful research notes on companies or other potential investments;
(d) facilitates calls on which meaningful or insightful ideas about companies or potential investments are discussed; (e) facilitates
conferences at which meaningful or insightful ideas about companies or potential investments are discussed; or (f) provides research
tools such as market data, financial analysis, and other third party related research and brokerage tools that aid in the investment
process.
Research-oriented
services for which BlackRock might pay with Fund commissions may be in written form or through direct contact with individuals
and may include information as to particular companies or industries and securities or groups of securities, as well as market,
economic, or institutional advice and statistical information, political developments and technical market information that assists
in the valuation of investments. Except as noted immediately below, research services furnished by brokers may be used in servicing
some or all client accounts and not all services may be used in connection with the Fund or account that paid commissions to the
broker providing such services. In some cases, research information received from brokers by mutual fund management personnel,
or personnel principally responsible for BlackRock’s individually managed portfolios, is not necessarily shared by and between
such personnel. Any investment advisory or other fees paid by a Fund to BlackRock are not reduced as a result of BlackRock’s
receipt of research services. In some cases, BlackRock may receive a service from a broker that has both a “research”
and a “non-research” use. When this occurs BlackRock makes a good faith allocation, under all the circumstances, between
the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid
for with client commissions, while BlackRock will use its own funds to pay for the percentage of the service that is used for
non-research purposes. In making this good faith allocation, BlackRock faces a potential conflict of interest, but BlackRock believes
that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services
to their research and non-research uses.
Payments
of commissions to brokers who are affiliated persons of the Fund, or the Master Portfolio with respect to the Feeder Fund (or
affiliated persons of such persons), will be made in accordance with Rule 17e-1 under the Investment Company Act. Subject to policies
established by the Board of Directors of the Master Portfolio, BlackRock is primarily responsible for the execution of the Master
Portfolio’s portfolio transactions and the allocation of brokerage.
From
time to time, a Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may be a
member of the selling group that will, in addition to selling securities, provide BlackRock with research services. FINRA has
adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will provide
research “credits” in these situations at a rate that is higher than that available for typical secondary market transactions.
These arrangements may not fall within the safe harbor of Section 28(e).
BlackRock
does not consider sales of shares of the mutual funds it advises as a factor in the selection of brokers or dealers to execute
portfolio transactions for a Fund; however, whether or not a particular broker or dealer sells shares of the mutual funds advised
by BlackRock neither qualifies nor disqualifies such broker or dealer to execute transactions for those mutual funds.
Each
Fund anticipates that its brokerage transactions involving foreign securities generally will be conducted primarily on the principal
stock exchanges of the applicable country. Foreign equity securities may be held by a Fund in the form of depositary receipts,
or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges, or traded
in over-the-counter markets in the United States or Europe, as the case may be. American Depositary Receipts, like other securities
traded in the United States, will be subject to negotiated commission rates. Because the shares of each Fund are redeemable on
a daily basis in U.S. dollars, each Fund intends to manage its portfolio so as to give reasonable assurance that it will be able
to obtain U.S. dollars to the extent necessary to meet anticipated redemptions. Under present conditions, it is not believed that
these considerations will have a significant effect on a Fund’s portfolio strategies.
See “Portfolio
Transactions and Brokerage” in the Statement of Additional Information for information about the brokerage commissions paid
by your Fund, including commissions paid to affiliates, if any, for the periods indicated.
Each
Fund may invest in certain securities traded in the OTC market and intends to deal directly with the dealers who make a market
in the particular securities, except in those circumstances in which better prices and execution are available elsewhere. Under
the Investment Company Act, persons affiliated with a Fund and persons who are affiliated with such affiliated persons are prohibited
from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such transactions
is obtained from the Commission. Since transactions in the OTC market usually involve transactions with the dealers acting as
principal for their own accounts, the Funds will not deal with affiliated persons, including PNC and its affiliates, in connection
with such transactions. However, an affiliated person of a Fund may serve as its broker in OTC transactions conducted on an agency
basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared
to the fee or commission received by non-affiliated brokers in connection with comparable transactions. In addition, a Fund may
not purchase securities during the existence of any underwriting syndicate for such securities of which PNC is a member or in
a private placement in which PNC serves as placement agent except pursuant to procedures approved by the Board of Directors that
either comply with rules adopted by the Commission or with interpretations of the Commission staff.
Over-the-counter
issues, including most fixed income securities such as corporate debt and U.S. Government securities, are normally traded on a
“net” basis without a stated commission, through dealers acting for their own account and not as brokers. The Funds
will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution could
be obtained by using a broker. Prices paid to a dealer with respect to both
foreign
and domestic
securities will generally include a “spread,” which is the difference between the prices at which the dealer is willing
to purchase and sell the specific security at the time, and includes the dealer’s normal profit.
Purchases
of money market instruments by a Fund are made from dealers, underwriters and issuers. The Funds do not currently expect to incur
any brokerage commission expense on such transactions because money market instruments are generally traded on a “net”
basis with dealers acting as principal for their own accounts without a stated commission. The price of the security, however,
usually includes a profit to the dealer. Each Money Market Fund intends to purchase only securities with remaining maturities
of 13 months or less as determined in accordance with the rules of the Commission. As a result, the portfolio turnover rates of
a Money Market Fund will be relatively high. However, because brokerage commissions will not normally be paid with respect to
investments made by a Money Market Fund, the turnover rates should not adversely affect the Fund’s net asset values or net
income.
Securities
purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s
concession or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid.
The Manager
or sub-advisers may seek to obtain an undertaking from issuers of commercial paper or dealers selling commercial paper to consider
the repurchase of such securities from a Fund prior to maturity at their original cost plus interest (sometimes adjusted to reflect
the actual maturity of the securities), if it believes that a Fund’s anticipated need for liquidity makes such action desirable.
Any such repurchase prior to maturity reduces the possibility that a Fund would incur a capital loss in liquidating commercial
paper, especially if interest rates have risen since acquisition of such commercial paper.
Investment
decisions for each Fund and for other investment accounts managed by the Manager or sub-advisers are made independently of each
other in light of differing conditions. BlackRock allocates investments among client accounts in a fair and equitable manner.
A variety of factors will be considered in making such allocations. These factors include: (i) investment objectives or strategies
for particular accounts, including sector, industry, country or region and capitalization weightings, (ii) tax considerations
of an account, (iii) risk or investment concentration parameters for an account, (iv) supply or demand for a security at a given
price level, (v) size of available investment, (vi) cash availability and liquidity requirements for accounts, (vii) regulatory
restrictions, (viii) minimum investment size of an account, (ix) relative size of account, and (x) such other factors as may be
approved by BlackRock’s general counsel. Moreover, investments may not be allocated to one client account over another based
on any of the following considerations: (i) to favor one client account at the expense of another, (ii) to generate higher fees
paid by one client account over another or to produce greater performance compensation to BlackRock, (iii) to develop or enhance
a relationship with a client or prospective client, (iv) to compensate a client for past services or benefits rendered to BlackRock
or to induce future services or benefits to be rendered to BlackRock, or (v) to manage or equalize investment performance among
different client accounts.
Equity
securities will generally be allocated among client accounts within the same investment mandate on a pro rata basis. This pro-rata
allocation may result in a Fund receiving less of a particular security than if pro-ration had not occurred. All allocations of
equity securities will be subject, where relevant, to share minimums established for accounts and compliance constraints.
Initial
public offerings of securities may be over-subscribed and subsequently trade at a premium in the secondary market. When BlackRock
is given an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities
available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to allocate
these investments fairly and equitably among client accounts over time, each portfolio manager or a member of his or her respective
investment team will indicate to BlackRock’s trading desk their level of interest in a particular offering with respect
to eligible clients accounts for which that team is responsible. Initial public offerings of U.S. equity securities will be identified
as eligible for particular client accounts that are managed by portfolio teams who have indicated interest in the offering based
on market capitalization of the issuer of the security and the investment mandate of the client account and in the case of international
equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally,
shares received during the initial public offering will be allocated among participating client accounts within each investment
mandate on a pro rata basis. In situations where supply is too limited to be allocated among all accounts for which the investment
is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as the rotation system
provides for fair access for all client accounts over time. Other allocation methodologies that are considered by BlackRock to
be fair and equitable to clients may be used as well.
Because
different accounts may have differing investment objectives and policies, BlackRock may buy and sell the same securities at the
same time for different clients based on the particular investment objective, guidelines and strategies of those accounts. For
example, BlackRock may decide that it may be entirely appropriate for a growth fund to sell a security at the same time a value
fund is buying that security. To the extent that transactions on behalf of more than one client of BlackRock or its affiliates
during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may
be an adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients may decrease
the market price of such security, adversely impacting other BlackRock clients that still hold the security. If purchases or sales
of securities arise for consideration at or about the same time that would involve a Fund or other clients or funds for which
BlackRock or an affiliate act as investment manager, transactions in such securities will be made, insofar as feasible, for the
respective funds and clients in a manner deemed equitable to all.
In certain
instances, BlackRock may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”
certain contemporaneous purchases or sale orders of its advisory accounts. In general, all contemporaneous trades for client accounts
under management by the same portfolio manager or investment team will be bunched in a single order if the trader believes the
bunched trade would provide each client with an opportunity to achieve a more favorable execution at a potentially lower execution
cost. The costs associated with a bunched order will be shared pro rata among the clients in the bunched order. Generally, if
an order for a particular portfolio manager or management team is filled at several different prices through multiple trades,
all accounts participating in the order will receive the average price except in the case of certain international markets where
average pricing is not permitted. While in some cases this practice could have a detrimental effect upon the price or value of
the security as far as a Fund is concerned, in other cases it could be beneficial to the Fund. Transactions effected by BlackRock
on behalf of more than one of its clients during the same period may increase the demand for securities being purchased or the
supply of securities being sold, causing an adverse effect on price. The trader will give the bunched order to the broker dealer
that the trader has identified as being able to provide the best execution of the order. Orders for purchase or sale of securities
will be placed within a reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough
to execute the order.
A Fund
will not purchase securities during the existence of any underwriting or selling group relating to such securities of which BlackRock,
PNC, BRIL or any affiliated person (as defined in the Investment Company Act) thereof is a member except pursuant to procedures
adopted by the Board of Directors in accordance with Rule 10f-3 under the Investment Company Act. In no instance will portfolio
securities be purchased from or sold to BlackRock, PNC, BRIL or any affiliated person of the foregoing entities except as permitted
by Commission exemptive order or by applicable law.
Portfolio
Turnover
While
a Fund generally does not expect to engage in trading for short term gains, it will effect portfolio transactions without regard
to any holding period if, in Fund management’s judgment, such transactions are advisable in light of a change in circumstances
of a particular company or within a particular industry or in general market, economic or financial conditions. The portfolio
turnover rate is calculated by dividing the lesser of a Fund’s annual sales or purchases of portfolio securities (exclusive
of purchases or sales of U.S. government securities and all other securities whose maturities at the time of acquisition were
one year or less) by the monthly average value of the securities in the portfolio during the year. A high rate of portfolio turnover
results in certain tax consequences, such as increased capital gain dividends and/or ordinary income dividends, and in correspondingly
greater transaction costs in the form of dealer spreads and brokerage commissions, which are borne directly by a Fund.
D
IVIDENDS
AND
T
AXES
Dividends
Each
Fund intends to distribute substantially all of its net investment income, if any. Dividends from such net investment income are
paid as set forth in each Fund’s prospectus. Each Fund will also distribute all net realized capital gains, if any, as set
forth in such Fund’s prospectus. From time to time, a Fund may declare a special distribution at or about the end of the
calendar year in order to comply with Federal tax requirements that certain percentages of its ordinary income and capital gains
be distributed during the year. If in any fiscal year a Fund has net income from certain foreign currency transactions, such income
will be distributed at least annually.
For information
concerning the manner in which dividends may be reinvested automatically in shares of each Fund, see “Shareholder Services
— Automatic Dividend Reinvestment Plan.” Shareholders may also elect in writing to receive any such dividends in cash.
Dividends are taxable to shareholders, as discussed below, whether they are reinvested in shares of the Fund or received in cash.
The per share dividends on front-end load shares, CDSC shares and Service Shares will be lower than the per share dividends on
Institutional Shares as a result of the service, distribution and higher transfer agency fees applicable to CDSC shares, the service
fees applicable to front-end load shares and Service Shares, and the service and distribution fees applicable to Class R Shares.
Similarly, the per share dividends on CDSC shares and Class R Shares will be lower than the per share dividends on front-end load
shares and Service Shares as a result of the distribution fees and higher transfer agency fees applicable to CDSC shares and the
distribution fees applicable to Class R Shares, and the per share dividends on CDSC shares will be lower than the per share dividends
on Class R Shares as a result of the higher distribution fees and higher transfer agency fees applicable to CDSC shares.
Taxes
Each
Fund intends to continue to qualify for the special tax treatment afforded to regulated investment companies (“RICs”)
under the Code. As long as a Fund so qualifies, the Fund (but not its shareholders) will not be subject to Federal income tax
on the part of its investment company taxable income and net realized capital gains that it distributes to its shareholders in
years in which it distributes at least 90% of its investment company taxable income and 90% of its net tax-exempt interest income,
if any, for the year. To qualify as a RIC, a Fund must meet certain requirements regarding the source of its income and the composition
and diversification of its assets. See Part II, “Investment Risks and Considerations—Investment Restrictions
(All Funds)” for a discussion of the asset diversification requirements. In the case of a Feeder Fund, such Fund may look
to the underlying assets of the Master Portfolio in which it has invested for purposes of satisfying the asset diversification
requirement and various other requirements of the Code applicable to RICs.
Each
Fund intends to distribute substantially all of such income and gains. If, in any taxable year, a Fund fails to qualify as a RIC
under the Code, notwithstanding the availability of certain relief provisions, such Fund would be taxed in the same manner as
an ordinary corporation and all distributions from earnings and profits (as determined under Federal income tax principles) to
its shareholders would be taxable as ordinary dividend income eligible for taxation at a reduced tax rate for non-corporate shareholders
and the dividends-received deduction for corporate shareholders. However, a Municipal Fund’s distributions derived from
income on tax-exempt obligations, as defined herein, would no longer qualify for treatment as exempt interest. Each Fund that
is a series of a RIC that consists of multiple series is treated as a separate corporation for Federal income tax purposes, and
therefore is considered to be
a separate
entity in determining its treatment under the rules for RICs. Losses in one series of a RIC do not offset gains in another, and
the requirements (other than certain organizational requirements) for qualifying for RIC status will be determined at the level
of the individual series. In the following discussion, the term “Fund” means each individual series, if applicable.
The Code
requires a RIC to pay a nondeductible 4% excise tax to the extent the RIC does not distribute, during each calendar year, 98%
of its ordinary income, determined on a calendar year basis, and 98.2% of its capital gain net income, determined, in general,
as if the RIC’s taxable year ended on October 31, plus certain undistributed amounts from the previous years. While each
Fund intends to distribute its income and capital gains in the manner necessary to avoid imposition of the 4% excise tax, there
can be no assurance that a sufficient amount of the Fund’s taxable income and capital gains will be distributed to avoid
entirely the imposition of the tax. In such event, a Fund will be liable for the tax only on the amount by which it does not meet
the foregoing distribution requirements.
Dividends
paid by a Fund from its ordinary income or from an excess of net short-term capital gain over net long-term capital loss (together
referred to as “ordinary income dividends”) are taxable to shareholders as ordinary income. Distributions made from
an excess of net long-term capital gain over net short-term capital loss (including gains or losses from certain transactions
in futures and options) (“capital gain dividends”) are taxable to shareholders as long-term capital gains, regardless
of the length of time the shareholder has owned Fund shares. Distributions paid by a Fund that are reported as exempt-interest
dividends will not be subject to regular Federal income tax. Certain dividend income and long-term capital gains are eligible
for taxation at a reduced rate that applies to non-corporate shareholders. Under these rules, the portion of ordinary income dividends
constituting “qualified dividend income” when paid by a RIC to non-corporate shareholders may be taxable to such shareholders
at long-term capital gain rates. However, to the extent a Fund’s distributions are derived from income on debt securities,
certain types of preferred stock treated as debt for Federal income tax purposes and short-term capital gains, such distributions
will not constitute “qualified dividend income.”
Beginning in 2013, a 3.8% Medicare
contribution tax is imposed on net investment income, including interest, dividends, and net gain, of U.S. individuals with income
exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.
A Fund’s
net capital gain (the excess of net long-term capital gains over net short-term capital losses) is not subject to the 90% distribution
requirement for taxation as a RIC, described above. If a Fund retains net capital gain, it is subject to tax on that gain, and
may designate the retained amount as undistributed capital gain in a notice to its shareholders, who will be required to include
in income, as long-term capital gain, their proportionate shares of such undistributed net capital gain, will be deemed to have
paid and may claim as a credit against their Federal income tax liability (and as a refund to the extent it exceeds that liability)
their proportionate shares of the tax paid by the Fund on that gain, and may increase the basis of their shares in the Fund by
the excess of the amount included in income over the amount allowed as a credit against their taxes.
Distributions
in excess of a Fund’s current and accumulated earnings and profits will first constitute nontaxable returns of capital and
will reduce the adjusted tax basis of a holder’s shares and after such adjusted tax basis is reduced to zero, will constitute
capital gains to such holder (assuming the shares are held as a capital asset). Distributions in excess of a Fund’s minimum
distribution requirements but not in excess of a Fund’s earnings and profits will be taxable to shareholders and will not
constitute nontaxable returns of capital. A Fund’s capital loss carryovers, if any, carried from taxable years beginning
before 2011 do not reduce current earnings and profits, even if such carryforwards offset current year realized gains. Any loss
upon the sale or exchange of Fund shares held for six months or less will be treated as long-term capital loss to the extent of
any capital gain dividends received by the shareholder.
Ordinary
income and capital gain dividends are taxable to shareholders even if they are reinvested in additional shares of a Fund. Distributions
by a Fund, whether from ordinary income or capital gains, generally will not be eligible for the dividends received deduction
allowed to corporations under the Code. If a Fund pays a dividend in January that was declared in the previous October, November
or December to shareholders of record on a specified date in one of such months, then such dividend will be treated for tax purposes
as being paid by the Fund and received by its shareholders on December 31 of the year in which the dividend was declared.
No gain
or loss will be recognized by Investor B or Investor B1 shareholders on the conversion of their Investor B Shares into Investor
A Shares or Investor B1 Shares into Investor A1 Shares. A shareholder’s tax basis in the Investor A or Investor A1 Shares
acquired upon conversion will be the same as the shareholder’s tax basis in the
converted
Investor B or Investor B1 Shares, and the holding period of the acquired Investor A or Investor A1 Shares will include the holding
period for the converted Investor B or Investor B1 Shares.
If a
shareholder of a Fund exercises an exchange privilege within 90 days of acquiring the shares of a Fund, prior to January 31 of
the following year, then the loss that the shareholder recognizes on the exchange will be reduced (or the gain increased) to the
extent any sales charge paid on the exchanged shares reduces any sales charge the shareholder would have owed upon the purchase
of the new shares in the absence of the exchange privilege. Instead, such sales charge will be treated as an amount paid for the
new shares.
A loss
realized on a sale or exchange of shares of a Fund will be disallowed if other substantially identical shares are acquired (whether
through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days
after the date on which the shares are sold or exchanged. In such case, the basis of the shares acquired will be adjusted to reflect
the disallowed loss.
Certain
Funds may invest in derivative contracts such as options, futures contracts, forward contracts and swap agreements. The federal
income tax treatment of a derivative contract may not be as favorable as a direct investment in the underlying security and may
adversely affect the timing, character and amount of income the Fund realizes from its investments. As a result, a larger portion
of the Fund's distributions may be treated as ordinary income rather than capital gains. In addition, “section 1256 contracts”
held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, certain other dates as prescribed under
the Code) are generally “marked-to-market,” and unrealized gains or losses are treated as though they were realized,
which may increase the amount that must be distributed to meet distribution requirements and avoid the excise tax. In addition,
the tax treatment of derivative contracts, such as swap agreements, is unsettled and may be subject to future legislation, regulation
or administrative pronouncements issued by the IRS. If such future guidance limits the Fund’s ability to use derivatives,
the Fund may have to find other ways of achieving its investment objectives.
A provision
added to the Code by the Dodd-Frank Wall Street Reform and Consumer Protection Act clarifies that certain swap agreements, including
exchange-traded swap agreements, are treated as notional principal contracts rather than as section 1256 contracts. This can affect
the type of income earned by such swap agreements. Although all of the income on a notional principal contract is ordinary income,
only some of the income on a section 1256 contract is short-term capital gain, which is generally taxable at ordinary income rates.
The rest is long-term capital gain, which may be taxable at more favorable rates than ordinary income. Recently proposed regulations
interpret what types of swap agreements are to be treated as notional principal contracts rather than as section 1256 contracts.
When finalized, these regulations could result in the Fund having to treat more of its income on swap agreements and more of the
distributions made to shareholders as ordinary income and less as long-term capital gains.
Certain
Funds may invest in zero coupon U.S. Treasury bonds and other debt securities that are issued at a discount or provide for deferred
interest. Even though a Fund receives no actual interest payments on these securities, it will be deemed to receive income equal,
generally, to a portion of the excess of the face value of the securities over their issue price (“original issue discount”)
each year that the securities are held. Since the original issue discount income earned by a Fund in a taxable year may not be
represented by cash income, the Fund may have to dispose of securities, which it might otherwise have continued to hold, or borrow
to generate cash in order to satisfy its distribution requirements. In addition, a Fund’s investment in foreign currencies
or foreign currency denominated or referenced debt securities, certain asset-backed securities and contingent payment and inflation-indexed
debt instruments also may increase or accelerate the Fund’s recognition of income, including the recognition of taxable
income in excess of cash generated by such investments.
Ordinary
income dividends paid to shareholders who are nonresident aliens or foreign entities generally will be subject to a 30% U.S. withholding
tax under existing provisions of the Code applicable to foreign individuals and entities unless a reduced rate of withholding
or a withholding exemption is provided under applicable treaty law.
A
30% withholding tax will be imposed on U.S.-source dividends, interest and other income items paid after June 30, 2014 and
proceeds from the sale of property producing U.S.-source dividends and interest paid after December 31, 2016, to (i) foreign
financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS information
regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain
information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need
to (i) enter into agreements with the IRS
that
state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct
and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts, agree to withhold tax on certain payments made to non-compliant
foreign financial institutions or to account holders that fail to provide the required information, and determine certain other
information concerning their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing
legislation are adopted, provide local revenue authorities with similar account holder information. Other foreign entities will
need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications
of no substantial U.S. ownership unless certain exceptions apply.
Foreign
shareholders of a Fund must generally treat a distribution attributable to gain from a Fund’s sale of an interest in a REIT
as real property gain if 50% or more of the value of a Fund’s assets is invested in REITs. The Fund is required to withhold
a 35% tax on a distribution to a foreign shareholder attributable to real property gain, and such a distribution may subject a
foreign shareholder to a U.S. tax filing obligation and create a branch profits tax liability for foreign corporate shareholders.
Under a de minimis exception to this rule, if the foreign shareholder has not held more than 5% of a class of stock at any time
during the one-year period ending on the date of the distribution, the foreign shareholder is not treated as receiving real property
gain. There are also certain additional restrictions regarding the use of wash sales and substitute payments.
Shareholders
that are nonresident aliens or foreign entities are urged to consult their own tax advisers concerning the particular tax consequences
to them of an investment in a Fund.
Under
certain provisions of the Code, some shareholders may be subject to a 28% withholding tax on ordinary income dividends, capital
gain dividends and redemption payments (“backup withholding”). Generally, shareholders subject to backup withholding
will be non-corporate shareholders for whom no certified taxpayer identification number is on file with the Fund or who, to the
Fund’s knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty
of perjury that such number is correct and that such investor is not otherwise subject to backup withholding. Backup withholding
is not an additional tax. Any amount withheld generally may be allowed as a refund or a credit against a shareholder’s Federal
income tax liability, provided that the required information is timely forwarded to the IRS.
If a
shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10
million or more for a corporate shareholder in any single taxable year (or a greater amount in any combination of taxable years),
the shareholder must file a disclosure statement on Form 8886 with the IRS. Direct shareholders of portfolio securities are in
many cases exempted. That a loss is reportable under these regulations does not affect the legal determination of whether the
taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisers to determine the applicability
of these regulations in light of their individual circumstances.
Dividends
and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between
certain foreign countries and the United States may reduce or eliminate such taxes. Shareholders of a Fund more than 50% by value
of the assets of which at the close of a taxable year are foreign securities may be able to claim U.S. foreign tax credits with
respect to such foreign taxes paid by the Fund, subject to certain requirements and limitations contained in the Code. For example,
certain retirement accounts and certain tax-exempt organizations cannot claim foreign tax credits on investments in foreign securities
held in a Fund. In addition, a foreign tax credit may be claimed with respect to withholding tax on payments with respect to a
security only if the holder of the security meets certain holding period requirements. Both the shareholder and the Fund must
meet these holding period requirements, and if a Fund fails to do so, it will not be able to “pass through” to shareholders
the ability to claim a credit or a deduction for the related foreign taxes paid by the Fund. Further, to the extent that a Fund
engages in securities lending with respect to a security paying income subject to foreign taxes, it may not be able to pass through
to its shareholders the ability to take a foreign tax credit for those taxes. If a Fund satisfies the applicable requirements,
such Fund will be eligible to file an election with the IRS pursuant to which shareholders of the Fund will be required to include
their proportionate shares of such foreign taxes in their U.S. income tax returns as gross income, treat such proportionate shares
as taxes paid by them, and deduct such proportionate shares in computing their taxable incomes or, alternatively, use them as
foreign tax credits against their U.S. income taxes. No deductions for foreign taxes, however, may be claimed by noncorporate
shareholders who do not itemize deductions. A shareholder that is a nonresident alien individual or a foreign corporation may
be subject to U.S. withholding tax on the income resulting from a Fund’s election described in this paragraph but may
not be
able to claim a credit or deduction against such U.S. tax for the foreign taxes treated as having been paid by such shareholder.
A Fund will report annually to its shareholders the amount per share of such foreign taxes and other information needed to claim
the foreign tax credit.
Certain
transactions entered into by the Funds are subject to special tax rules of the Code that may, among other things, (a) affect the
character of gains and losses realized, (b) disallow, suspend or otherwise limit the allowance of certain losses or deductions,
and (c) accelerate the recognition of income without a corresponding receipt of cash (with which to make the necessary distributions
to satisfy distribution requirements applicable to RICs). Operation of these rules could, therefore, affect the character, amount
and timing of distributions to shareholders. Special tax rules also may require a Fund to mark to market certain types of positions
in its portfolio (
i.e.
, treat them as sold on the last day of the taxable year), and may result in the recognition of income
without a corresponding receipt of cash. Funds engaging in transactions affected by these provisions intend to monitor their transactions,
make appropriate tax elections and make appropriate entries in their books and records to lessen the effect of these tax rules
and avoid any possible disqualification from the special treatment afforded RICs under the Code.
A Fund
that invests in commodities-linked instruments may take certain positions through a wholly-owned (or majority-owned), foreign
subsidiary (the “Subsidiary”). Based on the anticipated structure and activities of the Subsidiary, it is expected
that the Subsidiary will be a “controlled foreign corporation” and that all of its net income will be “subpart
F income” for U.S. federal income tax purposes. If that is the case, the Fund will be required to report all of the Subsidiary’s
net income as ordinary income regardless of whether that income would be treated differently (for example, as capital gain) at
the Subsidiary level and regardless of whether that income is distributed to the Fund. (Previously taxed income will not, however,
be taxable again when distributed). If a net loss is realized by the Subsidiary in any taxable year, the loss will generally not
be available to offset the Fund’s other income for that year. It is not expected that the Subsidiary will be subject to
an entity level tax.
If a
Fund purchases shares of an investment company (or similar investment entity) organized under foreign law, the Fund will generally
be treated as owning shares in a passive foreign investment company (“PFIC”) for Federal income tax purposes. A Fund
may be subject to Federal income tax, and interest charges (at the rate applicable to tax underpayments) on tax liability treated
as having been deferred with respect to certain distributions from such a company and on gain from the disposition of the shares
of such a company (collectively referred to as “excess distributions”), even if such excess distributions are paid
by the Fund as a dividend to its shareholders. However, a Fund may elect to “mark to market” at the end of each taxable
year shares that it holds in PFICs. The election is made separately for each PFIC held and, once made, would be effective for
all subsequent taxable years, unless revoked with consent from the IRS. Under this election, a Fund would recognize as ordinary
income any increase in the value of its shares as of the close of the taxable year over their adjusted tax basis and as ordinary
loss any decrease in such value, but only to the extent of previously recognized “mark-to-market” gains. By making
the mark-to-market election, a Fund could avoid imposition of the interest charge with respect to excess distributions from PFICs,
but in any particular year might be required to recognize income in excess of the distributions it received from PFICs.
If
a Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, in lieu
of the foregoing requirements, the Fund would be required to include in income each year a portion of the ordinary earnings and
net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the
90% and excise tax distribution requirements described above. In order to make this election, the Fund would be required to obtain
certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain.
Municipal
Funds
Each
Municipal Fund intends to qualify to pay “exempt-interest dividends” as defined in Section 852(b)(5) of the Code.
Under such section if, at the close of each quarter of a Fund’s taxable year, at least 50% of the value of the Fund’s
total assets consists of obligations exempt from Federal income tax (“tax-exempt obligations”) under Section 103(a)
of the Code (relating generally to obligations of a state or local governmental unit), the Fund shall be qualified to pay exempt-interest
dividends to holders of all outstanding classes of its shares (together the “shareholders”). Exempt-interest dividends
are dividends or any part thereof paid by a Fund that are attributable to
interest
on tax-exempt obligations and reported by the Fund as exempt-interest dividends. A Fund will allocate interest from tax-exempt
obligations (as well as ordinary income, capital gains and tax preference items discussed below) among the Fund’s shareholders
according to a method (that it believes is consistent with the Commission rule permitting the issuance and sale of multiple classes
of shares) that is based upon the gross income that is allocable to each class of shareholders during the taxable year, or such
other method as the IRS may prescribe.
Exempt-interest
dividends will be excludable from a shareholder’s gross income for Federal income tax purposes. Exempt-interest dividends
are included, however, in determining the portion, if any, of a person’s social security and railroad retirement benefits
subject to Federal income taxes. Interest on indebtedness incurred or continued to purchase or carry shares of a RIC paying exempt-interest
dividends, such as the Fund, will not be deductible by the investor for Federal income tax purposes to the extent attributable
to exempt-interest dividends. Shareholders are advised to consult their tax advisers with respect to whether exempt-interest dividends
retain the exclusion under Code Section 103(a) if a shareholder would be treated as a “substantial user” or “related
person” under Code Section 147(a) with respect to property financed with the proceeds of an issue of PABs, if any, held
by a Fund.
All or
a portion of a Fund’s gains from the sale or redemption of tax-exempt obligations purchased at a market discount will be
treated as ordinary income rather than capital gain. This rule may increase the amount of ordinary income dividends received by
shareholders. Distributions in excess of a Fund’s earnings and profits will first reduce the adjusted tax basis of a holder’s
shares and, after such adjusted tax basis is reduced to zero, will constitute capital gains to such holder (assuming the shares
are held as a capital asset). Any loss upon the sale or exchange of Fund shares held for six months or less will be disallowed
to the extent of any exempt-interest dividends received by the shareholder. In addition, any such loss that is not disallowed
under the rule stated above will be treated as long-term capital loss to the extent of any capital gain dividends received by
the shareholder.
The Code
subjects interest received on certain otherwise tax-exempt securities to a Federal alternative minimum tax. The alternative minimum
tax applies to interest received on certain “PABs” issued after August 7, 1986. PABs are bonds that, although tax-exempt,
are used for purposes other than those generally performed by governmental units and that benefit non-governmental entities (
e.g.
,
bonds used for industrial development or housing purposes). Income received on such bonds is classified as an item of “tax
preference,” which could subject certain investors in such bonds, including shareholders of a Fund, to a Federal alternative
minimum tax. A Fund will purchase such “PABs” and will report to shareholders after the close of the calendar year-end
the portion of the Fund’s dividends declared during the year that constitute an item of tax preference for alternative minimum
tax purposes. The Code further provides that corporations are subject to a Federal alternative minimum tax based, in part, on
certain differences between taxable income as adjusted for other tax preferences and the corporation’s “adjusted current
earnings,” which more closely reflect a corporation’s economic income. Because an exempt-interest dividend paid by
a Fund will be included in adjusted current earnings, a corporate shareholder may be required to pay alternative minimum tax on
exempt-interest dividends paid by the Fund.
Each
Municipal Fund may engage in interest rate swap transactions. The Federal income tax rules governing the taxation of interest
rate swaps are not entirely clear and may require a Fund to treat payments received under such arrangements as ordinary income
and to amortize payments made under certain circumstances. Because payments received by a Fund in connection with swap transactions
will be taxable rather than tax-exempt, they may result in increased taxable distributions to shareholders.
Please
see Part I of your Fund’s Statement of Additional Information for certain state tax information relevant to an investment
in BlackRock California Municipal Bond Fund, BlackRock New Jersey Municipal Bond Fund, BlackRock New York Municipal Bond Fund
and BlackRock Pennsylvania Municipal Bond Fund, as well as information on economic conditions within each applicable state.
The foregoing
is a general and abbreviated summary of the applicable provisions of the Code and Treasury regulations presently in effect. For
the complete provisions, reference should be made to the pertinent Code sections and the Treasury regulations promulgated thereunder.
The Code and the Treasury regulations are subject to change by legislative, judicial or administrative action either prospectively
or retroactively.
Ordinary
income and capital gain dividends may also be subject to state and local taxes. Certain states exempt from state income taxation
dividends paid by RICs that are derived from interest on U.S. government obligations. State law varies as to whether dividend
income attributable to U.S. government obligations is exempt from state income tax.
Shareholders
of each Fund are urged to consult their tax advisers regarding specific questions as to Federal, foreign, state or local taxes
with respect to their Fund. Foreign investors should consider applicable foreign taxes in their evaluation of an investment in
a Fund.
In the
case of a Feeder Fund, such Fund is entitled to look to the underlying assets of the Master Portfolio in which it has invested
for purposes of satisfying various qualification requirements of the Code applicable to RICs. Each Master Portfolio is classified
either as a partnership or a separate disregarded entity (depending on the particular Master Portfolio) for U.S. Federal income
tax purposes. If applicable tax provisions were to change, then the Board of Directors of a Feeder Fund will determine, in its
discretion, the appropriate course of action for the Feeder Fund. One possible course of action would be to withdraw the Feeder
Fund’s investments from the Master Portfolio and to retain an investment manager to manage the Feeder Fund’s assets
in accordance with the investment policies applicable to the Feeder Fund.
The foregoing
general discussion of Federal income tax consequences is based on the Code and the regulations issued thereunder as in effect
on the date of this Statement of Additional Information. Future legislative or administrative changes or court decisions may significantly
change the conclusions expressed in this discussion, and any such changes or decisions may have a retroactive effect.
An investment
in a Fund may have consequences under state, local or foreign tax law, about which investors should consult their tax advisors.
P
ERFORMANCE
D
ATA
From
time to time a Fund may include its average annual total return and other total return data, and, if applicable, yield and tax-equivalent
yield in advertisements or information furnished to present or prospective shareholders. Total return, yield and tax-equivalent
yield each is based on a Fund’s historical performance and is not intended to indicate future performance. Average annual
total return is determined separately for each class of shares in accordance with a formula specified by the Commission.
Quotations
of average annual total return, before tax, for the specified periods are computed by finding the average annual compounded rates
of return (based on net investment income and any realized and unrealized capital gains or losses on portfolio investments over
such periods) that would equate the initial amount invested to the redeemable value of such investment at the end of each period.
Average annual total return before taxes is computed assuming all dividends are reinvested and taking into account all applicable
recurring and nonrecurring expenses, including the maximum sales charge, in the case of front-end load shares, and the CDSC that
would be applicable to a complete redemption of the investment at the end of the specified period in the case of CDSC shares,
but does not take into account taxes payable on dividends or on redemption.
Quotations
of average annual total return, after taxes, on dividends for the specified periods are computed by finding the average annual
compounded rates of return that would equate the initial amount invested to the ending value of such investment at the end of
each period assuming payment of taxes on dividends received during such period. Average annual total return after taxes on dividends
is computed assuming all dividends, less the taxes due on such dividends, are reinvested and taking into account all applicable
recurring and nonrecurring expenses, including the maximum sales charge, in the case of front-end load shares and the CDSC that
would be applicable to a complete redemption of the investment at the end of the specified period in the case of CDSC shares.
The taxes due on dividends are calculated by applying to each dividend the highest applicable marginal Federal individual income
tax rates in effect on the reinvestment date for that dividend. The rates used correspond to the tax character (including eligibility
for the maximum 20% tax rate applicable to qualified dividend income) of each dividend. The taxable amount and tax character of
each dividend are specified by each Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations
of distributions. The applicable tax rates may vary over the measurement period. The effects of state and local taxes are not
reflected. Applicable tax credits, such as foreign
credits,
are taken into account according to Federal law. The ending value is determined assuming complete redemption at the end of the
applicable periods with no tax consequences associated with such redemption.
Quotations
of average annual total return, after taxes, on both dividends and redemption for the specified periods are computed by finding
the average annual compounded rates of return that would equate the initial amount invested to the ending value of such investment
at the end of each period assuming payment of taxes on dividends received during such period as well as on complete redemption.
Average annual total return after taxes on distributions and redemption is computed assuming all dividends, less the taxes due
on such dividends, are reinvested and taking into account all applicable recurring and nonrecurring expenses, including the maximum
sales charge in the case of front-end load shares and the CDSC that would be applicable to a complete redemption of the investment
at the end of the specified period in the case of CDSC shares and assuming, for all classes of shares, complete redemption and
payment of taxes due on such redemption. The ending value is determined assuming complete redemption at the end of the applicable
periods, subtracting capital gains taxes resulting from the redemption and adding the presumed tax benefit from capital losses
resulting from redemption. The taxes due on dividends and on the deemed redemption are calculated by applying the highest applicable
marginal Federal individual income tax rates in effect on the reinvestment and/or the redemption date. The rates used correspond
to the tax character (including eligibility for the maximum 20% tax rate applicable to qualified dividend income) of each component
of each dividend and/or the redemption payment. The applicable tax rates may vary over the measurement period. The effects of
state and local taxes are not reflected.
A Fund
also may quote annual, average annual and annualized total return and aggregate total return performance data, both as a percentage
and as a dollar amount based on a hypothetical investment of $1,000 or some other amount, for various periods other than those
noted in Part I of each Fund’s Statement of Additional Information. Such data will be computed as described above, except
that (1) as required by the periods of the quotations, actual annual, annualized or aggregate data, rather than average annual
data, may be quoted and (2) the maximum applicable sales charges will not be included with respect to annual or annualized rates
of return calculations. Aside from the impact on the performance data calculations of including or excluding the maximum applicable
sales charges, actual annual or annualized total return data generally will be lower than average annual total return data since
the average rates of return reflect compounding of return; aggregate total return data generally will be higher than average annual
total return data since the aggregate rates of return reflect compounding over a longer period of time.
Yield
quotations will be computed based on a 30-day period by dividing (a) the net income based on the yield of each security earned
during the period by (b) the average daily number of shares outstanding during the period that were entitled to receive dividends
multiplied by the maximum offering price per share on the last day of the period. Tax equivalent yield quotations will be computed
by dividing (a) the part of a Fund’s yield that is tax-exempt by (b) one minus a stated tax rate and adding the result to
that part, if any, of the Fund’s yield that is not tax-exempt.
A Fund’s
total return will vary depending on market conditions, the securities comprising a Fund’s portfolio, a Fund’s operating
expenses and the amount of realized and unrealized net capital gains or losses during the period. The value of an investment in
a Fund will fluctuate and an investor’s shares, when redeemed, may be worth more or less than their original cost.
In order
to reflect the reduced sales charges in the case of front-end load shares or the waiver of the CDSC in the case of CDSC shares
applicable to certain investors, as described under “Purchase of Shares” and “Redemption of Shares,” respectively,
the total return data quoted by a Fund in advertisements directed to such investors may take into account the reduced, and not
the maximum, sales charge or may take into account the CDSC waiver and, therefore, may reflect greater total return since, due
to the reduced sales charges or the waiver of sales charges, a lower amount of expenses is deducted.
On occasion,
a Fund may compare its performance to, among other things, the Fund’s benchmark index indicated in the Prospectus, the Value
Line Composite Index, the Dow Jones Industrial Average, or to other published indices, or to performance data published by Lipper
Inc., Morningstar, Inc. (“Morningstar”),
Money Magazine, U.S. News & World Report, BusinessWeek, Forbes Magazine,
Fortune Magazine
or other industry publications. When comparing its performance to a market index, a Fund may refer to various
statistical measures derived from the historical performance of a Fund and the index, such as standard deviation and beta. As
with other performance data, performance comparisons should not be considered indicative of a Fund’s relative performance
for any future
period.
In addition, from time to time a Fund may include the Fund’s Morningstar risk-adjusted performance ratings assigned by Morningstar
in advertising or supplemental sales literature. From time to time a Fund may quote in advertisements or other materials other
applicable measures of Fund performance and may also make reference to awards that may be given to the Manager. Certain Funds
may also compare their performance to composite indices developed by Fund management.
A Fund
may provide information designed to help investors understand how the Fund is seeking to achieve its investment objectives. This
may include information about past, current or possible economic, market, political or other conditions, descriptive information
or general principles of investing such as asset allocation, diversification and risk tolerance, discussion of a Fund’s
portfolio composition, investment philosophy, strategy or investment techniques, comparisons of the Fund’s performance or
portfolio composition to that of other funds or types of investments, indices relevant to the comparison being made, or to a hypothetical
or model portfolio. A Fund may also quote various measures of volatility and benchmark correlation in advertising and other materials,
and may compare these measures to those of other funds or types of investments.
P
ROXY
V
OTING
P
OLICIES
AND
P
ROCEDURES
The Board
of Directors of the Funds has delegated the voting of proxies for the Funds’ securities to the Manager pursuant to the Manager’s
proxy voting guidelines. Under these guidelines, the Manager will vote proxies related to Fund securities in the best interests
of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders,
on the one hand, and those of the Manager, or any affiliated person of the Fund or the Manager, on the other. The Manager maintains
policies and procedures that are designed to prevent undue influence on the Manager’s proxy voting activity that might stem
from any relationship between the issuer of a proxy (or any dissident shareholder) and the Manager, the Manager’s affiliates,
a Fund or a Fund’s affiliates. Most conflicts are managed through a structural separation of the Manager’s Corporate
Governance Group from the Manager’s employees with sales and client responsibilities. In addition, the Manager maintains
procedures to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without
regard to the Manager’s relationship with the issuer of the proxy or dissident shareholder. In certain instances, BlackRock
may determine to engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest
or as otherwise required by applicable law. A copy of the Funds’ Proxy Voting Policies is attached as Appendix B.
Information
on how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available
without charge, (i) at www.blackrock.com and (ii) on the Commission’s website at http://www.sec.gov.
G
ENERAL
I
NFORMATION
Description
of Shares
Shareholders
of a Fund are entitled to one vote for each full share held and fractional votes for fractional shares held in the election of
Directors and generally on other matters submitted to the vote of shareholders of the Fund. Shareholders of a class that bears
distribution and/or service expenses have exclusive voting rights with respect to matters relating to such distribution and service
expenditures (except that Investor B and Investor B1 shareholders may vote upon any material changes to such expenses charged
under the Investor A Distribution Plan). Voting rights are not cumulative, so that the holders of more than 50% of the shares
voting in the election of Directors can, if they choose to do so, elect all the Directors of a Fund, in which event the holders
of the remaining shares would be unable to elect any person as a Director.
No Fund
intends to hold annual meetings of shareholders in any year in which the Investment Company Act does not require shareholders
to act upon any of the following matters: (i) election of Directors; (ii) approval of a management agreement; (iii) approval of
a distribution agreement; and (iv) ratification of selection of independent accountants. Shares issued are fully paid and non-assessable
and have no preemptive rights. Redemption and conversion rights are discussed elsewhere herein and in each Fund’s Prospectus.
Each share of each class of Common Stock is entitled to participate equally in dividends and distributions declared by a Fund
and in the net assets of the Fund upon liquidation or dissolution after satisfaction of outstanding liabilities.
For Funds
organized as Maryland corporations, the by-laws of the Fund require that a special meeting of shareholders be held upon the written
request of a minimum percentage of the outstanding shares of the Fund entitled to vote at such meeting, if they comply with applicable
Maryland law.
Certain
of the Funds are organized as “Massachusetts business trusts.” Under Massachusetts law, shareholders of such a trust
may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust
establishing a trust, a copy of which for each applicable Fund, together with all amendments thereto (the “Declaration of
Trust”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, contains an express disclaimer
of shareholder liability for acts or obligations of the trust and provides for indemnification and reimbursement of expenses out
of the trust property for any shareholder held personally liable for the obligations of the trust. The Declaration of Trust also
provides that a trust may maintain appropriate insurance (for example, fidelity bond and errors and omissions insurance) for the
protection of the trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which
both inadequate insurance existed and the trust itself was unable to meet its obligations.
Certain
Funds are organized as Delaware statutory trusts.
See “Additional
Information — Description of Shares” in Part I of each Fund’s Statement of Additional Information for additional
capital stock information for your Fund.
Additional
Information
Under
a separate agreement, BlackRock has granted certain Funds the right to use the “BlackRock” name and has reserved the
right to (i) withdraw its consent to the use of such name by a Fund if the Fund ceases to retain BlackRock Fund Advisors or BlackRock
Advisors, LLC, as applicable, as investment adviser and (ii) to grant the use of such name to any other company.
See “Additional
Information — Principal Shareholders” in Part I of each Fund’s Statement of Additional Information for information
on the holders of 5% or more of any class of shares of your Fund.